Brookfield Technology Fund

Brookfield Technology Fund

December 19, 2006 08:37 ET

Brookfield Technology Fund Purchases Convertible Debentures and Warrants of IPICO Inc.

TORONTO, ONTARIO--(CCNMatthews - Dec. 19, 2006) - Brookfield Technology Fund ("BTF") announces that it has subscribed for C$2,500,000 principal amount of 12% convertible debentures and 750,000 share purchase warrants of iPico Inc. ("iPico"). BTF also received a commitment fee of C$187,500. BTF's subscription represents approximately 54% of a private placement completed by iPico today involving the issuance by iPico of convertible debentures in the aggregate principal amount of C$4.65 million and 1,395,000 warrants. If iPico completes an anticipated second closing and issues an additional C$850,000 principal amount of convertible debentures and an additional 255,000 warrants, BTF's subscription will represent approximately 45% of the private placement.

The debentures are convertible into common shares of iPico automatically upon the occurrence of certain events, and otherwise at the option of the holder, at a conversion price generally equivalent to 75% of the twenty day weighted average market price per share at the time of conversion, subject to a minimum price of C$0.62 per share and a maximum price of C$1.50 per share. The debentures bear interest at a rate of 12% per annum, payable quarterly in arrears on the last business day of each calendar quarter commencing on March 30, 2007. The Debentures are secured by a general security interest over all of the assets and undertaking of iPico and its subsidiaries and will mature on December 18, 2008.

Each of the warrants entitles the holder to acquire one common share at an exercise price of C$1.00 until December 18, 2008.

BTF also holds 5,000,000 convertible preferred shares and 5,000,000 share purchase warrants of iPico, each such warrant entitling the holder thereof to acquire one common share at an exercise price of C$1.30 until March 31, 2009. In the event that BTF were to convert all of its convertible debentures and preferred shares and exercise all of its warrants, these holdings would represent approximately 21% of the total issued and outstanding common shares of iPico as of December 1, 2006, calculated on a partially diluted basis assuming the conversion of BTF's debentures and preferred shares and the exercise of BTF's warrants only. To the best knowledge of BTF, iPico has 24,650,320 common shares and 5,000,000 preferred shares issued and outstanding.

These transactions were made for investment purposes and BTF could increase or decrease its investment in iPico depending upon market conditions and other factors.

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