Innovative Composites International Inc.

Innovative Composites International Inc.

August 14, 2013 17:05 ET

Innovative Composites International Announces Debenture Private Placement and Application to List on the CNSX

TORONTO, ONTARIO--(Marketwired - Aug. 14, 2013) - Innovative Composites International Inc. (TSX VENTURE:IC) (OTCQX:ICIZF) (the "Corporation") is pleased to announce that it intends to complete a private placement (the "Placement") of a minimum $2 million and a maximum $3 million aggregate principal amount of convertible debentures (the "Debentures") which will mature two years from their date of issuance (the "Maturity Date").

The Debentures will bear interest at a rate of 10% per annum, and will be convertible into common shares of the Corporation (the "Common Shares") at the option of the Debentureholder at a conversion price to be determined but which shall be based upon the volume weighted average price of the Common Shares preceding the date of this announcement (the "Conversion Price"). The Corporation will be requesting exemptive relief from regulators in setting the Conversion Price. Debentureholders will be provided with a first priority security interest over all of the assets of the Corporation, and the Corporation will have the right to prepay the Debentures upon payment of an additional three month's interest.

Subscribers shall receive 1,600 share purchase warrants (the "Warrants") for every $1,000 of principal subscribed for, each Warrant entitling the holder to purchase one additional Common Share at a purchase price of $0.05 per share for a period of two years. Assuming the maximum Placement is subscribed for, a total of 4.8 million Warrants may be issued.

The Placement will be non-brokered and will be available for subscription by accredited investors in Canada. Customary finder's fees may be paid by the Corporation to third parties that source Subscribers. Proceeds of the Placement will be used to repay debt, and for general working capital purposes.

As previously announced by the Corporation, KS Centoco Ltd. ("KSC") presented a demand for repayment on a previously issued debenture in the principal amount of $2 million. It is a condition to closing of the Placement that KSC consent to the Placement. The Placement is expected to close on or about August 22, 2013.

The Corporation is also pleased to announce that it has made application to transfer the listing of its common shares from the TSX Venture Exchange, where they currently trade, to the Canadian National Stock Exchange. This application, and the Placement itself, remains subject to regulatory approval.

About Innovative Composites International Inc.

Headquartered in Toronto, Canada, Innovative Composites International Inc. 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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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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