TORONTO, ONTARIO -- (Marketwired) -- 01/31/14 -- Innovative Composites International Inc. (CSE: IC)(OTCQX: ICIZF) ("ICI", or the "Company") is pleased to announce that it has closed a convertible debenture offering in the aggregate principal amount of $258,000 (the "Offering").
The convertible debentures (the "Debentures") bear interest at a rate of 10% per annum and are convertible into common shares of the Company at a conversion price to be determined by the board of directors of the Company two business days after the release of the Company's audited annual financial statements for the fiscal year ended September 30, 3013 (the "Financial Statements"), but which will be equal to a conversion price available (the "Conversion Price"), based on the volume-weighted average price of the Company's common shares on the Canadian Securities Exchange (the "CSE") during the immediately prior 30 days subject to the policies and approval of the CSE. Debenture holders have been provided with a subordinated first claim over all of the assets of the Company, ranked after security held by senior debentureholders. 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. Subscribers to 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 common share for a period of two years from the date of issuance at a purchase price equal to the Conversion Price, subject to a minimum of $0.05. A total of 412,800 warrants were issued in connection with the closing of the Offering. The Offering was non-brokered. Proceeds of the Offering will be used for general working capital purposes.
Insiders of the Company purchased $170,000 of the Offering. The Offering is considered to be a related party transaction as defined under Multilateral Instrument 61-101 ("MI 61-101"). The Offering is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of securities being issued to insiders nor the consideration being paid by insiders will exceed 25% of the Company's market capitalization. The Company has not filed a material change report 21 days prior to the closing of the Offering as details of participation of the insiders had not been established at that time.
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: www.innovativecompositesinc.com.
The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
Contacts:
Innovative Composites International Inc.
Mark Rivers
Chief Executive Officer
(416) 646 0754
mrivers@innovativecompositesinc.com
www.innovativecompositesinc.com
