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 11, 2007.
 
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 prohibited.

For further information, please contact:

Grant Bunker
Director, Investor Relations
EarthFirst Canada Inc.
Tel: (416) 628-2164
Toll Free: 1 866-622-4715
E-mail: gbunker@earthfirstcanada.com
 
Derren Newell
VP, Finance and Chief Financial Officer
EarthFirst Canada Inc.
Tel: (403) 513-0766
Toll Free: 1 877-513-0777
E-Mail: dnewell@earthfirstcanada.com

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.

File	Language	Size
EFC-PR02_ 2007-12-04 Announces Filing of Final Prospectus_final-sedar.pdf	en	78.94 KB