EarthFirst Completes its Initial Public Offering of Units and Flow-Through Common Shares Raising $140 Million

December 11, 2007
Victoria, BC

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 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 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.

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