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Published on 3/2/2005 in the Prospect News PIPE Daily.

New Issue: Veridicom to raise $5.1 million in private placement of notes

By Sheri Kasprzak

Atlanta, March 2 - Veridicom International Inc. said will raise $5.1 million in a private placement of convertible secured notes.

The company has received $1.7 million in the first closing of the deal.

The notes mature in 36 months, bear interest at 10% annually and are convertible into common shares at the lesser of $0.635 or 50% multiplied by the average of the average daily prices of the company's shares five days before conversion.

The interest rate resets to 0% in any month in which the company's stock is greater than 125% of the initial market price, or 100% of the volume weighted average of the common shares five days before closing.

The investors also received warrants for 10.2 million shares. Some of the warrants are series A warrants exercisable at $3.00 each and some of the warrants are series B warrants exercisable at $5.00 each. Both warrants expire in five years.

The placement agent in the deal was Joseph Stevens & Co. Inc.

Based in Seattle, Veridicom is a hardware and software company that focuses on public key infrastructure, secure token-based technology and fingerprint biometrics to authenticate and manage personal identities.

Issuer:Veridicom International Inc.
Issue:Convertible secured notes
Amount:$1.7 million (of $5.1 million)
Maturity:36 months
Coupon:10%
Price:Par
Yield:10%
Conversion price:The lesser of $0.635 or 50% multiplied by the average of the average daily prices of the company's shares five days before conversion
Warrants:For 10.2 million shares
Warrant expiration:Five years
Warrant strike price:Series A: $3.00; series B: $5.00
Placement agent:Joseph Stevens & Co. Inc.
Settlement date:Feb. 25
Stock price:$1.70 at close Feb. 25

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