GlobeeCom International Inc. - Private placement of convertible debentures

TROIS-RIVIERES, Aug. 15 /CNW Telbec/ - GLOBEECOM INTERNATIONAL INC.
("GlobeeCom" or the "Company") (TSX Venture Exchange: GBC) announces the
second closing of a private placement of convertible debentures of a maximum
amount of $300,000. SociDetDe Innovatech QuDebec ChaudiGeres-Appalaches
("Innovatech"), an insider of the Company, subscribed for today another
convertible debenture of an amount of $50,000 in principal (bringing its
holding to two convertible debentures of a total amount of $150,000 in
principal). The TSX Venture Exchange conditionally approved this second
closing and had also approved the extension of the protection price for
completing this private placement to September 26, 2005.
This debenture as well as any other additional debentures that may be
issued pursuant to this private placement will bear interest at an annual rate
of 15% and will mature two years after their respective issuance.
The holders of the debentures will have the right to convert, at their
entire discretion, and at any time until maturity date, in whole or in part,
the amount in principal of the debentures into Common Shares of the Company.
The conversion price of the Common Shares is equal to $0.18 per share. In the
event of that the Company does not respect its undertakings toward the holder
of debenture or if there is a default pursuant to the debenture, the
conversion price shall be equal to the lesser of the conversion price or the
average closing price of the Common Shares of the Company at the TSX Venture
Exchange or any other recognized Exchange at which the Common Shares are
listed for the ten (10) days preceding the conversion notice less the maximum
discount under the applicable Exchange policies, subject to the approval of
the Exchange. If the total amount in principal of $300,000 of convertible
debentures is distributed and taking into account a conversion price of
$0.18 per share, a total number of 1,666,667 Common Shares could be so issued.
Furthermore, in the event that GlobeeCom is able to complete, before the
maturity of the debentures, a placement of shares for an amount equal to or
higher than $2,500,000, the Company will be able to convert, at the date of
closing of such placement, the whole principal amount of issued convertible
debentures, at a conversion price of $0.18.
Each one (1) dollar in principal amount of debenture is accompanied by
five (5) warrants. Each such warrant may be converted into one (1) Common
Share of the Company at a price of $0.18 per share for a period of two years
after their respective issue. A total number of 1,500,000 Common Shares could
be so issued in the event of the conversion of all the warrants, assuming that
the total amount of $300,000 in debentures is subscribed for.
There are currently 17,283,567 issued and outstanding Common Shares. In
addition, 1,716,284 Common Shares may issued pursuant to the outstanding
options, 750,000 Common Shares may be issued pursuant to the outstanding
warrants, and 833,333 Common Shares may be issued pursuant to the outstanding
convertible debentures (assuming a conversion price of $0.18).

About GlobeeCom

GlobeeCom International Inc. is a company specialized in the development
of on-line software solutions. Its mission: to market technological solutions
in order to optimize organizational communication logistics over IP networks.
Established on both North American and European markets, GlobeeCom is
positioning itself as a strategic partner and service provider.

"TSX Venture Exchange Inc. accepts no liability regarding the relevance
or accuracy of this press release".
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