Innovative Composites International Inc.

Innovative Composites International Inc.

October 08, 2013 18:30 ET

Innovative Composites International Inc. Announces Closing of its Tranche Two Convertible Debenture Offering

TORONTO, ONTARIO--(Marketwired - Oct. 8, 2013) - This release corrects and replaces the version disseminated today at 5:57 pm ET, which had the incorrect title of "Innovative Composites International Announces Increase in Debenture Offering".

Innovative Composites International Inc. (CNSX:IC)(OTCQX:ICIZF) ("ICI", or the "Company") is pleased to announce that, further to its press release on October 7, 2013 announcing an increase in the size of its secured convertible debenture offering (the "Debentures") to an aggregate of $3,200,000 (the "Offering"), the Company has closed its tranche 2 offering of convertible debentures for an aggregate principal amount of $1,129,000 (the "Tranche 2 Debentures"). On September 5, 2013, the Company issued Debentures in the aggregate principal amount of $2,016,875 (the "Tranche 1 Debentures"), and following the closing today of the Tranche 2 Debentures, the Company will have issued Debentures in the aggregate principal amount of $3,145,875 pursuant to the Offering.

The Debentures bear interest at a rate of 10% per annum and are convertible into common shares of the Company at a conversion price of $0.03. Tranche 2 Debenture holders have been provided with the same security that was provided to Tranche 1 Debenture holders, being a first priority security interest over all of the assets of the Company, with subordination for accounts receivable and inventory financings. The Company has the right to prepay the Debentures upon payment of an additional three month's interest, although Debenture holders will have the right to convert should the Company seek to exercise its prepayment rights. The Debentures were issued pursuant to a trust indenture with Olympia Transfer Services Inc. ("Olympia") acting as trustee thereunder, and the Tranche 2 Debentures were also issued pursuant to a supplemental trust indenture with Olympia dated today.

Subscribers in the Offering received 1,600 share purchase warrants for every $1,000 of principal subscribed for, each such warrant entitling the holder to purchase one additional share at a purchase price of $0.05 for a period of two years (the "Warrants"). A total of 1,806,400 Warrants were issued in connection with the closing of the Tranche 2 Debentures today, and an aggregate total of 5,033,400 Warrants have been issued pursuant to the Offering. The Offering was non-brokered. Approximately $1.009 million of the Tranche 2 Debentures were issued in satisfaction of existing debts of the Company, and the remaining cash proceeds (being $120,000) shall be used for general working capital purposes. Finder's fees equal to 3% of cash subscribers sourced were paid to certain arm's length third parties.

Said Mark Rivers, CEO of the Company: "With the closing of the Tranche 2 Debentures, and having now dealt with certain of our more pressing debtholder situations in an orderly manner, we can continue to focus on our business and growth initiatives. We look forward to providing a detailed business update to shareholders in the coming days."

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 automotive and transportation, shelters and containers, construction and housing, and industrial applications.

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

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.

The CNSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

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