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Published on 3/4/2011 in the Prospect News PIPE Daily.

Liquidation World sells C$8.1 million of notes via private placement

Deal offers units of C$10,000 of three-year promissory notes, warrants

By Devika Patel

Knoxville, Tenn., March 4 - Liquidation World Inc. said it settled the second and final tranche of a private placement of 11% junior secured subordinated promissory notes. The deal priced for C$7 million on Jan. 28 and the company raised C$5.95 million in the first tranche of the deal on March 1; it raised C$2.15 million in the latest tranche for a total of C$8.1 million.

The company sold 595 units at C$1,000.00 apiece in the first closing and 215 units at that price in the second tranche.

Each unit consists of C$10,000 of three-year junior secured subordinated promissory notes and 8,000 warrants, which are each exercisable at C$0.64 for five years. The strike price reflects a 1.59% premium to the Feb. 28 closing share price of C$0.63.

The notes may be prepaid in year one at 110; in years two and three they may be prepaid at par.

Liquidation World is a Calgary, Alta.-based retail chain.

Issuer:Liquidation World Inc.
Issue:Units of C$10,000 of three-year junior secured subordinated promissory notes and 8,000 warrants
Amount:C$8.1 million
Units:810
Maturity:Three years
Coupon:11%
Price:Par of C$10,000
Call:At 110 in year one; par in years two and three
Warrants:8,000 warrants per unit
Warrant expiration:Five years
Warrant strike price:C$0.64
Pricing date:Jan. 28
Settlement date:March 1 (for C$5.95 million), March 4 (for C$2.15 million)
Stock symbol:Toronto: LQW
Stock price:C$0.63 at close Jan. 27
Market capitalization:C$18.22 million

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