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Published on 2/16/2007 in the Prospect News PIPE Daily.

New Issue: Millennium Cell sells $6 million of convertible debentures

By Sheri Kasprzak

New York, Feb. 16 - Millennium Cell Inc. settled a $6 million private placement of unsecured convertible debentures.

The company sold 8.25% debentures due in two years. The debentures are convertible into common shares at $1.42 each.

The investors also received warrants for a number of shares equal to 35% of the shares issuable upon conversion. The warrants are exercisable at $1.14 each for three years.

The investors in the offering include Portside Growth & Opportunity Fund; Mainfield Enterprises, Inc.; Gemini Investment Strategies, LLC; Iroquois Master Fund Ltd.; JCB Capital LP; JCB Capital Offshore, Ltd.; Solomon Strategic Holdings, Inc.; and The Tail Wind Fund Ltd.

Located in Eatontown, N.J., Millennium Cell develops hydrogen-based fuel cells used in the military, medical, industrial and consumer markets.

Issuer:Millennium Cell Inc.
Issue:Unsecured convertible debentures
Amount:$6 million
Maturity:Two years
Coupon:8.25%
Price:Par
Yield:8.25%
Conversion price:$1.42
Warrants:For shares equal to 35% of the shares issuable upon conversion
Warrant expiration:Three years
Warrant strike price:$1.14
Investors:Portside Growth & Opportunity Fund; Mainfield Enterprises, Inc.; Gemini Investment Strategies, LLC; Iroquois Master Fund Ltd.; JCB Capital LP; JCB Capital Offshore, Ltd.; Solomon Strategic Holdings, Inc.; The Tail Wind Fund Ltd.
Settlement date:Feb. 15
Stock symbol:Nasdaq: MCEL
Stock price:$1.09 at close Feb. 15
Stock price:$1.15 at close Feb. 16

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