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Published on 3/19/2008 in the Prospect News PIPE Daily.

New Issue: Homeland Security sells $12.5 million of notes, preferreds in private placement

By Devika Patel

Knoxville, Tenn., March 19 - Homeland Security Capital Corp. arranged a $12.5 million private placement of secured notes, series H preferred shares and a warrant with YA Global Investments, LP on March 13, according to an 8-K filed Wednesday with the Securities and Exchange Commission.

YA bought $6.31 million of the notes and 6,190 preferred shares at $1,000 apiece for $6.19 million.

The preferreds carry a 12% dividend and a conversion price of $0.03. Each share is convertible into 33,334 common shares. The dividends may be converted into common stock at $0.06 per share.

The notes have a 13% coupon and mature on March 13, 2010. Celerity Systems, Inc., Nexus Technologies Group, Inc. and Homeland Security Advisory Services, Inc. have guaranteed the notes.

YA also received a warrant for up to 83,333,333 common shares, exercisable at $0.03 for five years.

Based in Arlington, Va., Homeland Security invests in homeland security companies.

Issuer:Homeland Security Capital Corp.
Issue:Secured notes, series H preferred shares, warrant
Amount:$12.5 million
Warrants:For 83,333,333 shares
Warrant expiration:Five years
Warrant strike price:$0.03
Investor:YA Global Investments, LP
Pricing date:March 13
Stock symbol:Pink Sheets: HMSG
Stock price:$0.0004 at close March 18
Notes
Amount:$6.31 million
Maturity:March 13, 2010
Coupon:13%
Price:Par
Yield:13%
Preferreds
Amount:$6.19 million
Shares:6,190
Dividend:12%
Price:Par of $1,000
Conversion price:$0.03

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