To: Jim Bishop who wrote (128783 ) 2/20/2004 11:47:34 AM From: tool dude Respond to of 150070 I was about to buy this-glad I saw the report first! AMWSQuote | AMWSNews | AMWS Msg Brd | AMWSChart | AMWSLiveChart American Water Star Inc. Closes $8 Million Financing E-mail or Print this story 19 February 2004, 4:16pm ET LAS VEGAS--(BUSINESS WIRE)--Feb. 19, 2004--American Water Star Inc. (OTCBB:AMWS) announced today it has closed its financing to raise $8 million in gross proceeds from a private placement of its common stock and warrants to institutional and accredited investors. American Water Star intends to use the net proceeds to acquire equipment and to finance accounts receivable and inventory. In connection with the financing, American Water Star issued 8,888,892 newly issued shares (the "Shares") of its common stock, warrants (the "Unit Warrants") to purchase 4,444,442 newly issued shares of its common stock, and warrants (the "Green Shoe Warrants" collectively, with the Unit Warrants, the "Warrants") to purchase 4,444,446 newly issued shares of its common stock, to a small number of institutional and other accredited investors, resulting in approximately $8 million in gross proceeds to the company, prior to the exercise of the warrants. Of such amount, $4,000,000 is held in escrow pending the filing by the company of a registration statement (the "Registration Statement") in respect of the Shares and the shares of common stock underlying the Warrants. The effective price in the private placement was $.90 for each unit. Each unit consists of one Share of common stock, a Unit Warrant to purchase one-half of a share of common stock, and a Green shoe Warrant to purchase one-half of a share of common stock. The unit purchase price was determined based on the fair market value of the company's common stock as determined in good faith by the board of directors of the company. The Unit Warrants have an exercise period of five years and an exercise price of $1.65 per share. The Green Shoe Warrants have an exercise period of 45 days following the effectiveness of the Registration Statement and an exercise price of $1.25 per share. The Unit Warrants are exercisable in cash, and, under certain circumstances, allow for cashless exercise, representing a potential $7.3 million in additional proceeds. The Green Shoe Warrants are exercisable in cash, and, under certain circumstances, allow for cashless exercise, representing a potential $5.6 million in additional proceeds. Assuming the Warrants are fully exercised, the total gross proceeds of this offering are approximately $20.9 million. Mentioned Last Change AMWS 1.79 0.32dollars or (15.16%) None of the Shares, the Warrants, nor the shares of common stock to be issued upon exercise of the Warrants has been registered under the Securities Act of 1933. Accordingly, the Shares, the Warrants, and the shares of common stock