Evergreen Energy Inc. (NYSE Arca:EEE.bc) has entered into definitive agreements with institutional investors for a registered direct offering of $700,000 of Senior Notes (the “Notes”) for an aggregate gross purchase price of $662,000, along with private placement of warrants to acquire up to 760,870 shares of common stock at a purchase price of $38,000. Evergreen expects to receive net proceeds from these transactions of approximately $625,000, excluding transaction costs. The Notes were offered pursuant to a shelf registration statement on Form S-3 that was previously declared effective by the Securities and Exchange Commission (SEC) on January 19, 2010. Evergreen anticipates using the net proceeds for general working capital purposes, including costs incurred by the company to continue evaluating the unsolicited offer received from Stanhill Capital Partners to acquire the K-Fuel® process and technology business, and to explore other strategic alternatives which may be available to the company. The notes mature thirty days after issuance and can be repaid in cash or, subject to certain limitations, in common stock. Subject to certain ownership limitations and certain conversion price adjustments, the convertible notes are convertible at $0.46 per share (the “Conversion Price”). In the event of a change of control, the Notes may be redeemed at the greater of (i) the principal amount of notes outstanding multiplied by the quotient determined by dividing the highest closing price between the day preceding the announcement of the change of control and receipt of the redemption notice by the Conversion Price; and (ii) 115% of the principal amount of notes outstanding. In the event of default, the Notes may be redeemed at the greater of (i) the principal amount of notes outstanding multiplied by the quotient determined by dividing the highest closing price between the date preceding the event of default and receipt of the redemption notice by the Conversion Price; or (ii) a premium of up to 115% (depending on the type of event of default) of the principal amount of notes outstanding. The Warrants are exercisable for an aggregate of 760,870 shares of Common Stock at an exercise price of $0.46 per share. The Warrants are immediately exercisable and have a five year term.