Kingsmill Capital Ventures Inc. and Kingsmill Capital Ventures II Inc. announce agreement to merge and engagement of sponsor



    BURLINGTON, ON, Feb. 18 /CNW/ - Kingsmill Capital Ventures Inc. ("KCV")
(KCV.P-TSX Venture) and Kingsmill Capital Ventures II Inc. ("KII") (KII.P-TSX
Venture), both Capital Pool Companies, are pleased to announce they have
signed a letter agreement setting forth their intention to combine their
respective businesses, assets and liabilities pursuant to a plan of
arrangement, amalgamation or other form of reorganization (the "Combination"),
with KII serving as the surviving entity. On August 15, 2008, KII announced
that it had entered into an Agreement in Principle with Innovative Composites
Inc. ("ICI") to acquire all of ICI's issued and outstanding securities which
will constitute KII's Qualifying Transaction. Immediately following closing of
the Combination, KII will acquire ICI. It is a condition to closing the
Combination that the acquisition of ICI will close immediately following
completion of the Combination.
    Pursuant to the Combination, shareholders of KCV will be asked to
exchange all of their common shares in the capital stock of KCV for shares in
the capital stock of KII on the basis of 0.5165 (the "Exchange Ratio") shares
of KII for each share of KCV held by them. Stock options of KCV held by
directors and officers will exchanged for stock options of KII based on the
same Exchange Ratio. Upon completion of the Combination, KII will have
approximately $1.35 million in cash, before costs associated with the
transactions, and approximately 10,013,130 common shares issued and
outstanding.
    All directors and officers of each of KCV and KII will resign in
connection with the transactions. It is currently anticipated that the Board
of Directors of the resulting issuer upon completion of the transactions will
consist of Terry Ball, Fraser Wray, Marc Wade, Kenneth Keeley, and Dennis
Woods, each of whom are currently directors of ICI, with officer positions to
be determined. Biographies of these individuals are contained in the press
release of KII announcing its Qualifying Transaction with ICI issued on August
15, 2008 and available under KII's profile on www.sedar.com.
    The Combination is conditional upon, among other things, shareholder
approval, receiving all necessary regulatory, court and third party approvals
and authorizations, receipt of independent valuations, if required, approval
of the boards of directors, completion of due diligence satisfactory to each
party, completion of definitive agreements setting forth the terms and
conditions for the closing of the Combination, confirmation of no material
adverse change having occurred for either entity prior to close, and closing
of the acquisition of ICI.
    KII and KCV are pleased to announce that, subject to completion of
satisfactory due diligence, Canaccord Capital Corporation has agreed to act as
Sponsor in connection with the Qualifying Transaction. An agreement to act as
Sponsor should not be construed as any assurance with respect to the merits of
the transaction or the likelihood of completion.

    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.

    Investors are cautioned that, except as disclosed in the management
information circular or filing statement to be prepared in connection with the
transaction, any information released or received with respect to the
transaction may not be accurate or complete and should not be relied upon.
Trading in the securities of a capital pool company should be considered
highly speculative.

    
    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.
    





For further information:

For further information: about KCV or KII, please contact David
Mitchell, President, at (905) 336-9996 ext. 217, or by email at
david@kingsmillcapital.com

Organization Profile

KINGSMILL CAPITAL VENTURES INC.

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KINGSMILL CAPITAL VENTURES II INC.

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