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IPICO INC. Announces $5.5 Million Private Placement

30 December 2006

IPICO Inc. (TSX-V:RFD) announced today its intention to issue on a non-brokered private placement basis convertible secured debentures (the "Debentures") for $1,000 per Debenture for gross proceeds of $5,500,000. Each purchaser of Debentures will receive on closing a commitment fee of $75 together with three hundred (300) common share warrants for each Debenture purchased. Each warrant will entitle the holder to purchase one common share of IPICO for a period of 24 months from closing at a price of $1.00 per share.


The Debentures will be convertible into common shares of IPICO automatically upon the occurrence of certain events, and otherwise at the option of the holder, at a conversion price generally equivalent to 75% of the twenty day weighted average market price per share at the time of conversion, subject to a minimum price of $0.62 per share and a maximum price of $1.50 per share.


The Debentures will bear interest at a rate of 12% per annum, payable quarterly in arrears on the last business day of each calendar quarter commencing on March 30, 2007. The Debentures will be secured by a general security interest over all of the assets and undertaking of IPICO and its subsidiaries. The Debentures will mature on the 24th month anniversary of closing.


Brookfield Technology Fund ("BTF") has entered into a letter of intent providing for the purchase of Debentures totaling $2,500,000, subject to certain conditions. IPICO has also received the commitment of Midland Resources Holding Limited to purchase Debentures totaling $1,250,000 and the commitments of five of the directors of IPICO to purchase Debentures totaling $550,000 upon the same terms and conditions.


BTF holds at present Class A Preferred shares convertible into approximately 17% of the issued common shares of IPICO. Assuming the purchase by BTF of Debentures totaling $2,500,000, the conversion of all Class A Preferred shares held by BTF upon the terms thereof and the conversion of all $5,500,000 of Debentures issued at the minimum conversion price, BTF would hold approximately 23% of the issued common shares of IPICO. As a related party transaction, BTF's participation in this Debenture offering has been approved by a special committee of the board of directors of IPICO constituted for this purpose. BTF's purchase of Debentures is also subject to the prior approval of IPICO shareholders. IPICO intends to obtain that approval by soliciting the written consents of the holders of a majority of its issued and outstanding common shares in accordance with the policies of the TSX Venture Exchange.


IPICO is targeting closing on or about December 15, 2006, subject to satisfaction of customary conditions including execution of subscription agreements and other documentation, and receipt of all necessary regulatory approvals. The net proceeds of the Offering will be used for general corporate purposes.


This news release shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities in any jurisdiction. The Debentures being offered have not been and will not be registered under the United States Securities Act of 1933 and state securities laws. Accordingly, the Debentures may not be offered or sold in the United States except pursuant to applicable exemptions from registration.


This news release contains certain forward-looking statements pertaining to IPICO's proposed private placement, including statements as to the anticipated time of closing. Any statements in this news release that are not statements of historical fact may be considered to be forward-looking statements. Written words such as "may", "will", "expect", "believe", "anticipate", "estimate", "intends", "goal", "objective", "seek", "attempt", or variations of these or similar words, identify forward-looking statements. These statements by their nature are estimates of future results only and involve substantial risks and uncertainties, including those detailed from time to time. Actual results could differ materially from those contained in the forward-looking statements and are based on current expectations that involve a number of risks and uncertainties, including, but not limited to, the inability to close the offering as a result of the failure to settle and enter into definitive documentation or the failure to receive regulatory or shareholder approvals on terms acceptable to IPICO and the subscribers. These and other risks may be detailed from time to time in IPICO's periodic reports filed on SEDAR (www.sedar.com) including, but not limited to, its latest Information Circular found under Anitech Enterprises Inc. (which became IPICO INC. upon its name change).


THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT


RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.


%SEDAR: 00023515E


For further information: IPICO Inc., Gordon Westwater, President, (905) 631-6310, Email: gordon.westwater@ipico.com, Website: www.ipico.com; or Maverick Public Relations, Hilary Bassett, (416) 640-5525, ext. 245, Email: hilaryb@maverickpr.com

Source: newswire


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