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Published on 4/4/2006 in the Prospect News PIPE Daily.

New Issue: McKenzie Bay International to close $1.5 million private placement of convertible debentures

By Sheri Kasprzak

New York, April 4 - McKenzie Bay International, Ltd. said it will conclude a private placement with Cornell Capital Partners, LP for $1.5 million.

Cornell agreed to buy 10% secured convertible debentures.

The two-year debentures are convertible into shares at the lesser of $0.75 or a 20% discount to the lowest closing bid prices of the company's stock for the five trading days before conversion.

McKenzie may prepay the debentures if the stock trades below $0.75 at a 20% premium to the principal amount being repaid.

Cornell will receive warrants for 5 million shares, exercisable at $0.75 each for five years.

Spencer Clarke, LLC was the placement agent.

Based in Ada, Mich., McKenzie Bay develops wind-powered electricity generating systems.

Issuer:McKenzie Bay International, Ltd.
Issue:Secured convertible debentures
Amount:$1.5 million
Maturity:Two years
Coupon:10%
Price:Par
Yield:10%
Conversion price:The lesser of $0.75 or a 20% discount to the lowest closing bid prices for the five trading days before conversion
Warrants:For 5 million shares
Warrant expiration:Five years
Warrant strike price:$0.75
Investor:Cornell Capital Partners, LP
Placement agent:Spencer Clarke, LLC
Announcement date:April 4
Stock symbol:OTCBB: MKBY
Stock price:$0.782 at close April 4

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