BURLINGTON, ON, Oct. 1 /CNW/ - Innovative Composites International Inc. (the "Company", being the entity created by the amalgamation of the CPCs Kingsmill Capital Ventures Inc. ("KCV") and Kingsmill Capital Ventures II Inc. ("KII") is pleased to announce that effective September 30, 2009, it has closed its previously announced qualifying transaction (the "Qualifying Transaction") with Innovative Composites Incorporated ("ICI"). The Company anticipates being listed as a Tier 2 Industrial Issuer and its common shares are expected to resume trading on the TSX Venture Exchange on or about October 7, 2009 under the symbol "IC".
Prior to the completion of the Qualifying Transaction, KCV and KII completed their previously announced amalgamation on September 22, 2009 in order to create the Company, with each KCV securityholder receiving 0.5165 securities of the Company for each security of KCV held, while securities of KII were exchanged for securities of the Company on a one-for-one basis.
Pursuant to the Qualifying Transaction and in exchange for obtaining all of the issued and outstanding securities of ICI, the Company issued to ICI securityholders the following securities: 25,348,618 common shares, 2,460,000 incentive stock options (with an exercise price of $0.20, expiring on March 2, 2014), and 19,722,301 share purchase warrants (with exercise prices ranging from $0.20 to $0.40 and expiry dates between June 12, 2010 and June 15, 2012).
In connection with assuming all the liabilities of ICI, the Company also issued to an existing lender of ICI a CDN $2 million convertible debenture maturing on September 22, 2012 with an interest rate of prime plus 2%. The Debenture is convertible into an aggregate of 6,666,667 units, each unit consisting of one common share of the Company and one share purchase warrant, with each such warrant entitling the holder to acquire one additional common share of the Company for a purchase price of $0.45 for a period of 24 months from the issue date of the warrant.
The following individuals will serve on the Board of Directors of the Company: Terry Ball, Fraser Wray, Ilja Troitschanski, Marc Wade, Kenneth Keeley, Dennis Woods, Brian Colburn, and Anthony Toldo. The Board has appointed Mr. Ball to be President and Chief Executive Officer of the Company, Mr. Troitschanski to serve as Chief Financial Officer, and John Sorge to be Vice President, Sales and Marketing.
Immediately following closing of the Qualifying Transaction, the Company granted to certain directors and employees an aggregate of 2,615,000 options to purchase common shares of the Company at an exercise price of $0.30 per share for a period of 5 years. Following the grant of the forgoing options, the Company has granted a total of 6,028,097 options, with an additional 947,666 options being available under the Company's incentive stock option plan.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that the transaction will be completed as proposed or at all.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. Neither the 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.
SOURCE KINGSMILL CAPITAL VENTURES INC.
For further information: For further information: about the Company, please contact Ilja Troitschanski, Chief Financial Officer, at (905) 336-9996, or by email at email@example.com