TORONTO, Sept. 12, 2012 /CNW/ - Innovative Composites International Inc. ("ICI" or the "Company"), (TSXV: IC) (OTCQX: ICIZF), a producer of proprietary engineered composite products, announced that it has agreed to a spin-off of its Fire Retardant
("FR") technology assets in a stand-alone company subject to the
completion of the definitive agreements and the successful completion
of an external equity offering. The stand-alone company will have Ilja
Troitschanski, the Company's former CFO, as President.
"The FR technology holds great potential but we believe that it requires
dedicated financial and management resources to efficiently advance its
commercialization," said Terry Ball, President and CEO of ICI. "We
believe this spin-off provides the best opportunity to successfully
commercialize these assets in the shortest period of time while
ensuring that ICI shareholders share in the potential success of the FR
technology without taxing the Company's resources."
The FR assets consist of Intellectual Property related to three primary
FR markets: forest fires, polymers and textiles. Under the terms of the
spin-off ICI would roll the FR related assets into a new corporation
("Newco") and Mr. Troitschanski will undertake to raise up to $1
million in equity financing. The new equity investors will receive a
minority interest in Newco and ICI will maintain a majority interest
and receive a royalty on sales generated by Newco going forward.
Fraser Wray, Terry Ball, Sam Greiss and Ilja Troitschanski will be
appointed to the Board of Newco with Terry Ball holding the title of
Chairman and CEO.
In order to avoid any potential conflict of interest, Mr. Troitschanski
has resigned from the Board of Directors of ICI and Mr. Sam Greiss, the
CFO of ICI, has been appointed as a Director of ICI effective
This spin-off is intended to close in October 2012, subject to a
successful capital raise as well as other customary conditions for a
transaction of this sort.
About Innovative Composites International Inc.
Headquartered in Toronto, Canada, Innovative Composites International Inc. (TSXV: IC) (OTCQX: ICIZF) 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.
Led by a management team with extensive commercialization experience,
ICI has adopted a two-tier business model: It designs and manufactures products and partners with established
companies in its target markets to utilize their sales channels for
faster product roll-out.
The superior characteristics of its products provide ICI with
opportunities to establish and grow significant, sustainable, and
diversified sources of revenue in its target markets.
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.
"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
SOURCE: Innovative Composites International Inc.
For further information:
Chief Financial Officer
(416) 646 0754