ESP Resources Inc. - 2012-11-21

Completed the sale of 16% senior secured convertible debentures in a private placement transaction, pursuant to the terms of a securities purchase agreement with Hillair Capital Investments LP and Next View Capital LP. The debentures are due on March 1, 2014 with interest payable quarterly on March 1, June 1, September 1, and December 1, beginning on March 1, 2013. The debentures are convertible into common stock of the company at any time after the original issue date at a conversion price of $0.085 per share, subject to adjustments. The investors also received warrants for the common stock of the company equal to 100% of the principal amount of the debentures divided by the initial conversion price, with an exercise price equal to $0.09 per share and an aggregate of 4,000,000 shares of the company's common stock.