iFabric Corp. Completes Private Placement and Secondary Offering

MARKHAM, ONTARIO — (Marketwired) — 12/13/13 — iFabric Corp. (TSX VENTURE: IFA) („iFabric“ or the „Company“) announced today that it has completed its previously announced best efforts treasury offering by issuing 407,250 units (the „Units“) at a price of $4.00 per Unit (the „Treasury Offering“) for gross proceeds of $1,629,000; and its previously announced best efforts secondary offering through which Hylton Karon, President and CEO of the Company sold 168,750 common shares in the capital of the Company (the „Common Shares“) at a price of $4.00 per Common Shares for gross proceeds of $675,000 (the „Secondary Offering“, and together with the Treasury Offering, the „Offering“).

Each Unit consists of one Common Share and one half of one common share purchase warrant (the „Warrants“). Each whole Warrant entitles the holder thereof to acquire one Common Share at a price of $5.25 per Common Share for a period of 36 months from the date of issuance.

Following the closing of the Offering, Mr. Karon and his wife collectively own 19,431,250 Common Shares, representing approximately 76.3% of the outstanding Common Shares.

The net proceeds from 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.

„Given the company-s strong working capital position, and the positive earnings from the base business, the new capital raised is more than adequate to fund the roll out of the antimicrobial intelligent fabric technology and also fund the completion of the EPA approval process,“ stated Hilton Price, Chief Financial Officer of iFabric.

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 Offering was conducted through a syndicate of dealers bookrun by MGI Securities Inc. as lead agent with a syndicate including Industrial Alliance Securities (collectively, the „Agents“).

The Agents received 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 is 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 received cash compensation equaling 7% of the gross proceeds of the Secondary Offering.

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.


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.

iFabric Corp.
Hilton Price, CA
Chief Financial Officer
(905) 752-0566 ext. 205

iFabric Corp.
Gary Perkins
Investor Relations
(416) 882-0020

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