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

New Issue: FBO Air releases details on $4.5 million private placement

By Sheri Kasprzak

Atlanta, April 6 - FBO Air Inc. released detail on its previously announced private placement for up to $4.5 million.

The company sold units each consisting of $25,000 in principal of a secured promissory note, 10 shares of series A convertible preferred stock and warrants for 50,000 common shares at $75,000 each.

At closing, the company had sold 42.65295 units of $1,066,325 in principal from the secured notes, 414 preferred shares and warrants for 2,132,651 shares for proceeds of $3,198,971. The company expects to sell a total of 60 units after a second closing occurs by May 15.

The notes bear interest at 10% annually and mature March 31, 2008.

The preferreds are convertible into common shares at $0.30 each. The preferreds will automatically convert into common shares if the company sells its equity securities for at least $5 million or if its stock trades 2.5 times above the conversion price for 20 consecutive trading days before the date of mandatory conversion.

The warrants are exercisable at $0.60 each through March 30, 2010.

Laidlaw & Co. Ltd. was the non-exclusive placement agent in the deal.

Based in Scottsdale, Ariz., FBO acquires and operates fixed-base operations, the primary providers of services to private and general aviation aircraft operators. The proceeds from the deal will be used for two acquisitions and for working capital.

Issuer:FBO Air Inc.
Issue:Units of $25,000 in principal of secured promissory note; 10 shares of series A convertible preferred stock; warrants for 50,000 common shares
Amount:$4.5 million (maximum)
Units:Up to 60
Price:$75,000
Investors:Laidlaw & Co. Ltd.
Settlement date:March 31 (initial closing)
Stock price:$1.75 at close March 31
Notes
Issue:$25,000 in principal for each unit
Maturity:March 31, 2008
Coupon:10%
Price:Par
Yield:10%
Preferreds
Conversion price:$0.30
Call:Preferreds will automatically convert if the company sells its equity securities for at least $5 million or if its stock trades 2.5 times above the conversion price for 20 consecutive trading days before the date of mandatory conversion
Warrants
Warrants:For 50,000 common shares for each unit
Warrant expiration:March 30, 2010
Warrant strike price:$0.60

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