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Published on 1/20/2006 in the Prospect News PIPE Daily.

New Issue: Icefloe plans C$2.03 million convertibles offering

By Sheri Kasprzak

New York, Jan. 20 - Icefloe Technologies Inc. said it intends to raise C$2,025,000 in a private placement of senior secured convertible debentures.

The 10% debentures mature in three years and are convertible into common shares at C$0.60 for the first year, C$0.65 for the second year and at C$0.70 for the third year.

The debentures will be sold in minimum amounts of C$25,000.

Interest payments on the debentures may be made in common shares at C$0.60 each for the first year. Interest for the remainder of the term must be made in cash.

The debentures may be redeemed at any time before maturity at face value plus a premium of C$6,250.

Wingate Investment Management Ltd. is the placement agent.

YMG Private Wealth Opportunities Fund has agreed to buy C$300,000 of the debentures, Whit Tucker will buy C$50,000 of the debentures, David Elliott agreed to purchase C$25,000 in debentures, Wayne Newson will buy C$75,000 in debentures, Robert Furse will buy C$25,000 in debentures and Fallbrook Holding Ltd. will buy C$625,000 of the debentures.

Icefloe, based in Mississauga, Ont., develops flash chilling technologies.

Issuer:Icefloe Technologies Inc.
Issue:Senior secured convertible debentures
Amount:C$2,025,000
Debentures:81
Price:C$25,000
Warrants:No
Maturity:Three years
Coupon:10%
Price:Par
Yield:10%
Conversion price:C$0.60 for the first year, C$0.65 for the second year, C$0.70 for the third year
Call:May be redeemed any time before maturity at face value plus C$6,250
Placement agent:Wingate Investment Management Ltd.
Investors:Fallbrook Holding Ltd. (lead), YMG Private Wealth Opportunities Fund, Whit Tucker, David Elliott, Wayne Newson, Robert Furse
Pricing date:Jan. 20
Stock symbol:TSX Venture: ICY
Stock price:C$0.285 at close Jan. 19

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