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Published on 5/3/2005 in the Prospect News PIPE Daily.

New Issue: Energy & Engine releases details on $1.5 million private placement

By Sheri Kasprzak

Atlanta, May 3 - Energy & Engine Technology Corp. released the details on its previously announced $1.5 million private placement of convertible notes.

The company sold the notes to Longview Fund LP, Longview Equity Fund LP and Longview International Equity Fund LP.

The two-year notes bear interest at the higher or 8% or Prime rate plus 400 basis points. The notes are convertible into common shares at a 30% discount to the average of the five lowest closing bid prices for the 20 trading days before conversion, with a $0.05 floor.

Energy & Engine received $1 million of the investment at the closing of the deal and will receive the remaining $500,000 five days after a registration statement is declared effective.

The investors will also receive warrants for all shares issuable upon conversion, exercisable at $0.12 each for five years. The investors also get 5 million warrants, exercisable at $0.20 each for five years.

Security Research Associates was the placement agent in the offering.

Based in Plano, Texas, Energy & Engine develops auxiliary power generators for the long-haul trucking industry. The proceeds will be used to acquire Anchor Manufacturing Group Inc.

Issuer:Energy & Engine Technology Corp.
Issue:Convertible notes
Amount:$1.5 million
Maturity:Two years
Coupon:The higher of 8% or Prime rate plus 400 basis points
Conversion price:At a 30% discount to the average five lowest closing bid prices for 20 trading days before conversion, with a $0.05 floor
Warrants:For 100% of the shares issuable upon conversion
Warrant expiration:Five years
Warrant strike price:$0.12
Additional warrants:For 5 million shares
Warrant expiration:Five years
Warrant strike price:$0.20
Placement agent:Security Research Associates
Investors:Longview Fund LP; Longview Equity Fund LP and Longview International Equity Fund LP
Settlement date:April 27
Stock price:$0.08 at close April 27

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