Innovative Composites International Inc. Announces Offering of Senior Secured Convertible Debentures

Innovative Composites International Inc. (TSX VENTURE:IC)(OTCQX:ICIZF) (the
"Company" or "ICI") is pleased to announce that it has entered into an agreement
with Difference Capital Funding Inc. ("DCF"), as purchaser, for the private
placement of a minimum of $2 million and a maximum of $2.5 million aggregate
principal amount (the "Offering") of senior secured convertible debentures (the
"Debentures"), which will mature five months following the date of issuance (the
"Maturity Date"). The Maturity Date may be extended by the Company on a
month-to-month basis up to December 31, 2013. 


The Debentures will be priced at $1,000 per Debenture and will be convertible
into units of the Company at any time prior to the Maturity Date. Each unit will
be exercisable into one common share and one common share purchase warrant. The
Company will seek exemptive relief on the conversion price for $500,000 of the
aggregate principal amount of the Offering (the "Exempt Amount") such that the
conversion price for the Debentures and exercise price for the warrants will be
equal to $0.05 per unit and $0.05 per common share, respectively (but for the
warrants, only for the first 12 months of their term, after which the exercise
price shall be $0.10). Excluding the Exempt Amount, the conversion price of each
Debenture shall be $0.10 per unit, and each warrant will be exercisable into one
common share at an exercise price which is not less than $0.10 per common share.
The warrants shall have a term of three years. The Debentures will bear an
interest rate of 14% per annum and will be secured by a general security
agreement and a perfected first-priority security interest in all of the
property of the Company. 


Upon closing of the Offering, DCF will have the right to appoint two directors
to the board of ICI. 


Insiders of the Company intend to purchase between approximately $250,000 and
$500,000 of the Offering. The Offering is considered to be a related party
transaction as defined under Multilateral Instrument 61-101 ("MI 61-101"). The
Offering is exempt from the formal valuation and minority shareholder approval
requirements of MI 61-101 as neither the fair market value of securities being
issued to insiders nor the consideration being paid by insiders will exceed 25%
of the Company's market capitalization, and the shares of ICI are listed on the
TSX Venture Exchange (the "Exchange"). Insiders will not be permitted to
purchase any Debentures constituting the Exempt Amount. 


The Company has applied for an exemption from shareholder approval for the
pricing of the Exempt Amount, given the immediacy of its need to repay KS
Centoco, the holder of a $2 million secured convertible debenture that demanded
repayment on March 4, 2013 (the "KS Centoco Loan"). The demand made by KS
Centoco does not permit adequate time to hold a meeting of shareholders. 


In the event that the Offering will create a new "Control Person", as defined by
the policies of the Exchange, Debentures issued to any such party will contain
restrictions on exercise such that the holder will not be able to hold 20% or
greater of the Company's issued and outstanding securities prior to the Company
obtaining shareholder approval for the new Control Person. 


Proceeds from the Offering will be used to repay KS Centoco Loan, and for
working capital and general corporate purposes. The Offering is expected to
close on or about March 26, 2013, and is subject to the satisfaction of
customary conditions (including due diligence), and approval by the Exchange.


About Innovative Composites International Inc.

Headquartered in Toronto, Canada, Innovative Composites International Inc. (TSX
VENTURE: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.


To find out more about ICI please visit our website at:
www.innovativecompositesinc.com.


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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Innovative Composites International Inc.
Sam Greiss
Chief Financial Officer
[phone]
[e-mail]
www.innovativecompositesinc.com