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IFA

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Share Name Share Symbol Market Type
TSXV:IFA TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

iFabric Corp Announces Private Placement and Secondary Offering

25/11/2013 1:00pm

Marketwired Canada


iFabric Corp. ("iFabric" or the "Company") (TSX VENTURE:IFA) announced today
that it intends to complete a brokered private placement of up to 1,000,000
units (the "Treasury Offering") and a secondary offering of up to 1,000,000
common shares ("Common Shares") from a principal of the Company (the "Secondary
Offering", and together with the Treasury Offering, the "Offering").


The Offering is being made through a syndicate of dealers bookrun by MGI
Securities Inc. as lead agent with a syndicate including Industrial Alliance
Securities (together, the "Agents").


Each unit (a "Unit") will be offered at a price of $4.00 per Unit and consist of
one common share and one half of one common share purchase warrant (the
"Warrants"). Each whole Warrant will entitle the holder thereof to acquire one
common share at a price of $5.25for a period of 36 months from the date of
closing of the Offering.


The gross proceeds of the Treasury Offering will be up to $4,000,000 and the
gross proceeds of the Secondary Offering will be up to $4,000,000. The Company
reserves the right to increase or decrease the size of the Treasury Offering. It
is anticipated that the net proceeds of the Treasury Offering will be used by
the Company for general working capital purposes. The Company will not receive
any of the proceeds of the Secondary Offering.


Closing of the Offering is anticipated to occur on or before December 10th ,
2013 and is subject to receipt of applicable regulatory approvals, including
approval of the TSX Venture Exchange (the "TSXV"). All securities issued in the
Treasury Offering will be subject to a hold period of four months plus one day,
from the date of closing of the Offering.


The Agents will receive cash compensation of 7% of the gross proceeds raised
under the Treasury Offering, as well as compensation options ("Compensation
Options") entitling the Agents to subscribe for that number of Units that is
equal to 7% of the total number of Units sold pursuant to the Treasury Offering.
Subject to regulatory approval, each Compensation Option will be exercisable for
a period of 36 months following the closing of the Offering at an exercise price
of $4.00 per Unit. In connection with the Secondary Offering, the Agents will
receive cash compensation equaling 7% of the gross proceeds of the Secondary
Offering.


In addition, the Company will grant the Agents an option to increase the size of
the Treasury Offering by up to 2,000,000 additional Units, exercisable on not
less than two days notice. If the Agents exercise their option in full, the
Treasury Offering will be increased to a total of up to 3,000,000 Units issued
for total gross proceeds of up to $12,000,000.


The securities offered in the Offering have not been and will not be registered
under the U.S. Securities Act as amended, or any state securities laws, and may
not be offered or sold in the United States absent registration or an applicable
exemption from such registration requirements. This press release shall not
constitute an offer to sell, or the solicitation of an offer to buy the
securities in the United States or in any jurisdiction in which such offer, sale
or solicitation would be unlawful.


ABOUT iFABRIC CORP: www.ifabriccorp.com

 iFABRIC CORP, through its subsidiary companies, is a manufacturer, distributor,
licensor and licensee of ladies intimate apparel products and accessories as
well proprietary chemical compounds that render fabrics intelligent, thereby
improving the safety and well-being of the wearer.


Forward-looking statements provide an opinion as to the effect of certain events
and trends on the business. Certain statements contained in this news release
constitute forward-looking statements. The use of any words such as
"anticipate", "continue", "estimate", "expect", "may", "will", "project",
"should", "believe" and similar expressions are intended to identify
forward-looking statements. These forward-looking statements are based on
current expectations and various estimates, factors and assumptions and involve
known and unknown risks, uncertainties and other factors. Forward-looking
information includes, but is not limited to, statements with respect to the
development potential of the Company's products.


Forward-looking statements are based on the opinions and estimates of management
as of the date such statements are made. Readers are cautioned not to place
undue reliance on these statements as the Company's actual results, performance,
or achievements may differ materially from any future results, performance or
achievements expressed or implied by such forward-looking statements if known or
unknown risks, uncertainties or other factors affect the Company's business, or
if the Company's estimates or assumptions prove inaccurate. Therefore, the
Company cannot provide any assurance that forward-looking statements will
materialize. The Company assumes no obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or any other reason except as required by applicable securities laws.


Any financial outlook or future oriented financial information in this news
release, as defined by applicable securities legislation, has been approved by
management of iFabric. Such financial outlook or future oriented financial
information is provided for the purpose of providing information about
management's reasonable expectations as to the anticipated results of its
proposed business activities. Readers are cautioned that reliance on such
information may not be appropriate for other purposes. The forward-looking
statements contained in this press release are made as of the date hereof and
the Company undertakes no obligation to update publicly or revise any
forward-looking statements or information, whether as a result of new
information, future events or otherwise, unless so required by applicable
securities laws.


Neither the TSXV nor its Regulations Services Provider (as that term is defined
in the policies of the TSXV) accepts responsibility for the adequacy or accuracy
of this press release.


FOR FURTHER INFORMATION PLEASE CONTACT: 
iFabric Corp.
Hilton Price CA
Chief Financial Officer
(905) 752-0566 Ext. 205
hilton.price@rogers.com


iFabric Corp.
Gary Perkins
Investor Relations
(416) 882-0020
garyperkins@rogers.com
www.ifabriccorp.com

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