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Published on 4/6/2005 in the Prospect News PIPE Daily.

New Issue: EarthFirst raises $8 million in private placement of notes

By Sheri Kasprzak

Atlanta, April 6 - EarthFirst Technologies Inc. said it has raised $8 million in a private placement of a secured convertible minimum borrowing note, a secured revolving note and a secured convertible term note.

Laurus Master Fund Ltd. bought a total of $3 million in principal of the term note and up to $5 million in borrowing and revolving notes. The investor received warrants for 11,162,790 shares at $0.23 for the first 5,581,395 shares and $0.28 for additional shares for seven years.

The notes mature March 30, 2008. The interest rate on the minimum borrowing note and the revolving note is equal to Prime rate plus 200 basis points with a 7% floor, and the interest rate on the term note is equal to Prime rate plus 250 basis points.

All of the notes are convertible into common shares at $0.19 each.

The term note is redeemable at 125% of the principal amount plus interest in the first year, 115% of the principal plus interest in the second year and 110% of the principal plus interest thereafter.

The borrowing note is redeemable at 103% of the principal plus interest in the first year, 102% plus interest in the second year and 101% plus interest thereafter.

Laurus also received an option to buy 24,570,668 common shares at $0.01 each for six years.

At closing, EarthFirst received $3 million from the term note and $3.3 million from the borrowing and revolving notes.

Based in Tampa, Fla., EarthFirst develops technologies to recycle and dispose of waste.

Term note

Issuer:EarthFirst Technologies Inc.
Issue:Secured convertible term note
Amount:$3 million
Maturity:March 30, 2008
Coupon:Prime rate plus 250 basis points
Conversion price:$0.19
Call:Redeemable at 125% of the principal amount plus interest in the first year, 115% plus interest in the second year and 110% plus interest thereafter
Warrants:For 11,162,790 shares
Warrant expiration:Seven years
Warrant strike price:$0.23 for 5,581,395 shares; $0.28 for the remainder
Investor:Laurus Master Fund Ltd.
Settlement date:March 30
Stock price:$0.23 at close March 30
Borrowing, revolving notes
Issuer:EarthFirst Technologies Inc.
Issue:Secured convertible minimum borrowing note and a secured revolving note
Amount:$5 million (maximum)
Maturity:March 30, 2008
Coupon:Prime rate plus 200 basis points, 7% floor
Conversion price:$0.19
Call:Borrowing note is redeemable at 103% of the principal plus interest in the first year, 102% plus interest in the second year and 101% plus interest thereafter
Warrants:See above
Investor:Laurus Master Fund Ltd.
Settlement date:March 30
Stock price:$0.23 at close March 30

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