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Published on 3/8/2007 in the Prospect News PIPE Daily.

New Issue: Empire Financial plans $10 million sale of convertibles, stock

By Sheri Kasprzak

New York, March 8 - Empire Financial Holding Co. priced a $10 million private placement of units comprised of $9 million in convertible debentures and $1 million in common stock.

The five-year debentures bear interest at 6.5% annually and are convertible into common shares at $2.39 each.

The units also include a total of 418,410 common shares at $2.39 each.

The investors will also receive one warrant for every share of common stock sold in the deal. Each warrant is exercisable at $2.62 for five years.

William Blair & Co. is the placement agent.

Proceeds will be used for continuing business expansion.

Based in Longwood, Fla., Empire is a holding company for Empire Financial Group, Inc. and Jesup & Lamont, retail brokerage services.

Issuer:Empire Financial Holding Co.
Issue:Units of convertible debentures and stock
Amount:$10 million
Placement agent:William Blair & Co.
Announcement date:March 8
Stock symbol:Amex: EFH
Stock price:$2.50 at close March 7
Stock
Shares:418,410
Price:$2.39
Warrants:For 418,410 common shares
Warrant expiration:Five years
Warrant strike price:$2.62
Debentures
Amount:$9 million
Maturity:Five years
Coupon:6.5%
Price:Par
Yield:6.5%
Conversion price:$2.39
Warrants:See above

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