/NOT FOR DISSEMINATION IN THE UNITED STATES OR OVER UNITED STATES WIRE
VICTORIA, BC, Dec. 4 /CNW/ - EarthFirst Canada Inc. ("EarthFirst") is
pleased to announce that it has filed and received a receipt from the
securities regulators of all the provinces of Canada for its initial public
offering final prospectus (the "Final Prospectus") dated November 29, 2007.
EarthFirst Canada Inc. is a developer of renewable wind energy in Canada.
The Final Prospectus qualifies an initial public offering of 50,203,000
units ("Units") in the capital of EarthFirst to be issued at a price of $2.25
per Unit and up to 10,401,370 common shares in the capital of EarthFirst to be
issued as "flow-through shares" within the meaning of the Tax Act
("Flow-Through Common Shares") (together with the Units, the "Offered
Securities") to be issued at a price of $2.60 per Flow-Through Common Share
for aggregate gross proceeds of $140 million (the "Offering"). Each Unit
consists of one common share ("Common Shares") and one-half of one Common
Share purchase warrant of EarthFirst ("Warrants"). Each whole Warrant entitles
the holder thereof to purchase one Common Share at a price of $2.60 at any
time during the two-year period beginning on the date of Closing of the
Offering. The Common Shares and Warrants constituting the Units will be
separated immediately following the issuance of the Units. The Toronto Stock
Exchange (the "TSX") has conditionally approved the listing of the Common
Shares and Warrants, subject to the fulfillment of the requirements of the TSX
on or before February 26, 2008. Subject to EarthFirst fulfilling the
requirements of the TSX conditional listing approval, the Common Shares and
Warrants will be listed for trading under the symbols EF and EF.WT,
respectively, and the Common Shares will be eligible for RRSP, RRIF, RESP and
DPSP accounts. EarthFirst expects the Flow-Through Common Shares to receive
tax deductions equal to 100% of the amount invested for the 2007 taxation
year. Closing of the underwritten offering is currently scheduled for December
The Toronto Stock Exchange (the "TSX") has conditionally approved the
listing of the Common Shares and Warrants, subject to the fulfillment of the
requirements of the TSX on or before February 26, 2008.
The net proceeds from the Offering will fund the initial construction
costs of the Dokie I Project, ongoing development of EarthFirst's other
windpower projects and general corporate purposes.
EarthFirst has granted the Underwriters an Over-Allotment Option
exercisable at the Underwriters' discretion in whole or in part at any time up
to 30 days following the Closing to purchase up to (i) 15% of the aggregate
number of Offered Securities at a price of $2.10 per Common Share and
(ii) 7.5% of the aggregate number of Offered Securities at a price of $0.30
per Warrant provided that the number of Warrants the Underwriters may purchase
on the exercise of the Over-Allotment Option shall not exceed a number equal
to one-half of the aggregate number of Common Shares, if any, purchased by the
Underwriters in the secondary market to cover over-allotments and the number
of Common Shares acquired on exercise of the Over-Allotment Option.
The offering was made through a syndicate of Underwriters co-led by GMP
Securities L.P. and Scotia Capital Inc. and including National Bank Financial
Inc., TD Securities Inc., Canaccord Capital Corporation, HSBC Securities
(Canada) Inc., Orion Securities Inc. and Fraser Mackenzie Limited.
The securities offered have not been and will not be registered under the
United States Securities Act of 1933, as amended, and may not be offered or
sold within the United States or to, or for the account or benefit of, U.S.
persons absent registration or applicable exemption from the registration
requirements. This press release does not constitute an offer of the
securities in the United States or in any jurisdiction where such offer is
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART (I) IN OR INTO THE UNITED STATES, THE UNITED KINGDOM,
AUSTRALIA, JAPAN, THE REPUBLIC OF IRELAND, GERMANY, SWITZERLAND, SOUTH
AFRICA OR ANY OTHER JURISDICTION IN OR INTO WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL; OR (II) TO ANY NATIONAL,
RESIDENT OR CITIZEN OF SUCH JURISDICTIONS.
A PROSPECTUS DATED NOVEMBER 29, 2007 RELATING TO THESE SECURITIES HAS
BEEN FILED WITH SECURITIES COMMISSIONS OR SIMILAR AUTHORITIES IN EACH OF
THE PROVINCES OF CANADA AND IS AVAILABLE AT WWW.SEDAR.COM. THIS NEWS
RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY, NOR SHALL THERE BE ANY SALE OR ANY ACCEPTANCE OF AN OFFER
TO BUY THESE SECURITIES IN ANY PROVINCE OF CANADA PRIOR TO THE TIME A
RECEIPT FOR THE FINAL PROSPECTUS OR OTHER AUTHORIZATION IS OBTAINED FROM
THE SECURITIES COMMISSION OR SIMILAR AUTHORITY IN SUCH PROVINCE.
For further information:
For further information: Grant Bunker, Director, Investor Relations,
EarthFirst Canada Inc., Tel: (416) 628-2164, Toll Free: 1-866-622-4715,
E-mail: firstname.lastname@example.org; Derren Newell, VP, Finance and Chief
Financial Officer, EarthFirst Canada Inc., Tel: (403) 513-0766, Toll Free:
1-877-513-0777, E-Mail: email@example.com