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Published on 4/12/2011 in the Prospect News PIPE Daily.

Absolute Life seals $7.5 million of $60 million preferreds placement

Company has sold 40,450 12.5% series A preferreds thus far

By Devika Patel

Knoxville, Tenn., April 12 - Absolute Life Solutions, Inc. completed a $7.5 million tranche of a $60 million private placement of series A convertible preferred stock on April 7, according to an 8-K filed Tuesday with the Securities and Exchange Commission. Among the closings, the company raised $5 million on July 21, 2010 and $20.8 million on Nov. 15, 2010; it has thus far raised $40.45 million.

The company is selling 60,000 12.5% preferreds overall at $1,000.00 apiece. It sold 5,000 preferreds in the first tranche, 20,800 preferreds in the second and 7,500 preferreds in the most recent tranche. The preferreds are convertible into common stock at $1.00 per share.

The investors also will receive warrants for 60 million shares. Half of the warrants are exercisable at $2.00. The remaining warrants are exercisable at $4.00.

The strike prices are identical and a 100% premium to the July 21 closing share price of $2.00. The conversion price is a 50% discount to that price.

To date, the company has sold 40,450 preferreds.

Absolute Life Solutions, formerly Shimmer Gold, Inc., is a specialty financial services company in New York.

Issuer:Absolute Life Solutions, Inc.
Issue:Series A convertible preferred stock
Amount:$60 million ($40.45 million raised so far)
Shares:60,000
Price:$1,000.00
Conversion price:$1.00
Dividends:12.5%
Warrants:For 60 million shares
Warrant expiration:Five years
Warrant strike price:$2.00 (50% of the warrants), $4.00 (50% of the warrants)
Settlement date:July 21 (for $5 million), Nov. 15 (for $20.8 million), April 7 (for $7.5 million)
Stock symbol:OTCBB: ALSO (formerly OTCBB: SMGN)
Stock price:$2.00 at close July 21, 2010
Market capitalization:$169.06 million

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