Innovative Composites International Inc.

Innovative Composites International Inc.

March 20, 2013 09:00 ET

Innovative Composites International Announces Change to the Board of Directors

TORONTO, ONTARIO--(Marketwire - March 20, 2013) - Innovative Composites International Inc. ("ICI" or the "Company"), (TSX VENTURE:IC)(OTCQX:ICIZF), a producer of proprietary engineered composite products, announced today a change to the board of directors of the Company.

As a step forward following the announcement of the agreement with Difference Capital Funding Inc. ("DCF") regarding the offering of senior secured convertible debentures, the Company is pleased to announce the appointment of Mr. Mark Rivers to the board of directors.

Mr. Rivers was previously engaged by the board and management in late February to provide an objective evaluation of the Company and its prospects and to help secure funding for the Company, and was instrumental in bringing about the DCF agreement.

"I am excited about ICI and especially its technology and the operating leadership team who have clearly developed some superior products and applications in multiple industries," said Mark Rivers. "I believe that through my network and other interests I can help the Company with the commercialization of its assets and look forward to working with the directors and management to help ICI realize its potential."

Mr. Rivers has been appointed as a director of the Company to fill the seat vacated by Mr. Andrew McConnell. Mr. Rivers is the founder of several businesses, including: Presidents of Enterprising Organizations (PEO), one of the largest CEO Executive Development Networks in Canada; Breakthrough Growth Corporation, a boutique strategy consulting firm specializing in facilitating breakthroughs in enterprise growth and value; CEO Capital Corporation, a boutique investment bank that provides "inflection point" capital and expertise to small mid-sized companies; and Mill Valley Estate, a private game preserve outside of Toronto. He has been called upon to help companies work through various issues affecting growth, such as mergers, partner buyouts, strategic alliances and conflict resolutions. Mr. Rivers has been engaged by shareholders and pension funds across North America to lead shareholder activist work and lead the restoration of value in several public companies. He has also served as chairman, executive chairman and CEO of three different public companies listed on the TSX, TSXV and NEX, and has taken companies private and successfully led the turnaround in value and performance of extremely distressed companies in the defense, software, aerospace, naval and transportation industries.

"We are fortunate to have someone of Mr. Rivers stature join our board of directors and I speak for the board in welcoming Mr. Rivers to the Company and saying that we look forward to working with him in guiding ICI to a successful future," said Terry Ball, CEO of ICI. "The addition of Mark to the board along with Jim Loran in the sales leadership position will better enable the Company to perform according to its potential."

The Company granted 200,000 options to Mr. Rivers, who is receiving no cash compensation for his services as director. These options are exercisable at $0.20 per share, to be consistent with the exercise price of options previously granted to each non-executive director in lieu of a retainer or other director compensation. These options have a term of 7 years and vest on a straight-line basis over 12 months commencing on March 20, 2013.

The Company has also granted 200,000 options to the CEO of the Company and 100,000 to the CFO of the Company. These options are exercisable at $0.10 per share and have a term of 7 years. These options vest as follows: 25% vesting on the closing of the $2.5 million convertible debenture offer currently underway within 90 days; 25% on the closing of an additional equity or equivalent raise within 150 days; 25% on becoming cash flow positive for not less than a 12 month period; and the last 25% annually over 4 years commencing on the first anniversary of the option grant.

About Innovative Composites International Inc.

Headquartered in Toronto, Canada, Innovative Composites International Inc. (TSX VENTURE:IC)(OTCQX:ICIZF) is a high-tech engineering and manufacturing company whose goal is to utilize its proprietary "green" composite materials and building systems to provide innovative, engineered product solutions to markets that include prefabricated modular housing, shelters and containers, and industrial applications.

To find out more about ICI please visit our website at:

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"Statements made in this press release include forward-looking statements that involve a number of risks and uncertainties. These statements relate to future events or future performance and reflect management's current expectations and assumptions. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, such as the economy, generally, competition in its target markets, the demand for ICI's products and the availability of funding. These forward-looking statements are made as of the date hereof and ICI does not assume any obligation to update or revise them to reflect new events or circumstances. Actual events or results could differ materially from ICI's expectations and projections."

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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