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Published on 7/11/2005 in the Prospect News PIPE Daily.

New Issue: GTC Telecom raises additional $794,118 in convertible notes

By Sheri Kasprzak

New York, July 11 - GTC Telecom Corp. said it has raised an additional $794,118 in convertible promissory notes, added to the $1,088,235 the company raised in May.

The combined sales bring to $1,882,353 the total amount of notes sold since May 23. The total proceeds from the two note offerings total $1.6 million.

The most recent notes were priced at 85 - a 15% discount to the original issue price - and sold to Alpha Capital AG, Dcofi Master LDC, SGC Capital LLC, Silver Oak Investments Inc. and Ellis International Ltd.

The notes bear interest at 12% annually, mature on Dec. 31, 2006 and are convertible into common shares. The conversion price could not be determined by press time Monday.

The investors also received two shares for each dollar of note principal issued, six class A warrants for each dollar of note principal issued and five class B warrants for each dollar of note principal issued. The class A warrants are exercisable at $0.22 each and the class B warrants are exercisable at $0.20 each. Both expire once a registration statement covering them has been effective for 120 days.

Based in Costa Mesa, Calif., GTC is a telecommunications, internet and business process outsourcing provider.

Issuer:GTC Telecom Corp.
Issue:Convertible promissory notes
Amount:$794,118
Proceeds:$675,000
Maturity:Dec. 31, 2006
Coupon:12%
Price:85
Warrants:Six class A warrants for each dollar of note principal; five class B warrants for each dollar of note principal
Warrant expiration:120 days after a registration statement has been effective
Warrant strike price:$0.22 for class A; $0.20 for class B
Investors:Alpha Capital AG, Dcofi Master LDC, SGC Capital LLC, Silver Oak Investments Inc. and Ellis International Ltd.
Settlement date:July 5
Stock price:$0.16 at close July 5

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