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 immediately.
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 projections."
SOURCE: Innovative Composites International Inc.
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