/NOT FOR DISSEMINATION IN THE UNITED STATES OR OVER UNITED STATES WIRE
VICTORIA, BC, Dec. 11 /CNW/ - EarthFirst Canada Inc. ("EarthFirst")
(TSX:EF, EF.WT) is pleased to announce that it has completed its initial
public offering of units (the "Units") consisting of one common share ("Common
Shares") and one-half a Common Share purchase warrant of EarthFirst
("Warrants") and flow-through shares (the "Flow-Through Common Shares") (the
"Offered Securities"), within the meaning of the Income Tax Act (Canada).
EarthFirst is a leading developer of renewable wind energy in Canada.
The offering (the "Offering") raised a total of $140 million, and was
priced at $2.25 for the Units and $2.60 for the Flow-Through Shares. 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 December
11, 2007. The Toronto Stock Exchange (the "TSX") has granted the original
listing of up to 170,669,960 Common Shares and 29,646,500 Warrants of
EarthFirst, of which up to 101,334,055 Common Shares and 25,101,500 Warrants
will be issued and outstanding and up to 69,335,905 Common Shares and
4,545,000 Warrants will be reserved for issuance upon completion of the
initial public offering.
The Common Shares and the Warrants will be listed for trading on the TSX
commencing on December 11, 2007, under the symbols EF and EF.WT, respectively.
The Common Shares will be eligible for RRSP, RRIF, RESP and DPSP accounts, and
EarthFirst expects the Flow-Through Common Shares to receive tax deductions
equal to 100% of the amount invested for the 2007 taxation year.
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 on
or before January 10, 2008 to purchase up to (i) the number of Common Shares
that is equal to 15% of the aggregate number of Offered Securities sold
pursuant to the Offering at a price of $2.10 per Common Share and (ii) the
number of Warrants that is equal to 7.5% of the aggregate number of Offered
Securities sold pursuant to the Offering 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 investment dealers co-led by
GMP Securities LP and Scotia Capital Inc. and includes 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 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;