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Published on 12/5/2012 in the Prospect News PIPE Daily.

WPCS International plans $4 million private placement of convertibles

Deal sells 18-month notes with warrants for 15,923,567 common shares

By Devika Patel

Knoxville, Tenn., Dec. 5 - WPCS International Inc. said it has arranged a $4 million private placement of senior secured convertible notes.

The 4% 18-month notes are convertible into common shares at $0.3768 per share.

The investors also will receive warrants for 15,923,567 shares, which are each exercisable at $0.471 for five years.

The conversion price and strike price reflect a 19.83% discount and 0.21% premium to the Dec. 4 closing share price of $0.47.

Settlement is expected Wednesday.

The company said it plans to initially draw down about $2.2 million to retire its existing $2 million senior revolving line of credit with Sovereign Bank, NA.

Based in Exton, Pa., WPCS provides design-build engineering services for specialty communications systems and wireless infrastructure.

Issuer:WPCS International Inc.
Issue:Senior secured convertible notes
Amount:$4 million
Maturity:18 months
Coupon:4%
Conversion price:$0.3768
Warrants:For 15,923,567 shares
Warrant expiration:Five years
Warrant strike price:$0.471
Settlement date:Dec. 5
Stock symbol:Nasdaq: WPCS
Stock price:$0.47 at close Dec. 4
Market capitalization:$2.99 million

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