Stevia First Corp. Announces Private Placement With Institutional Investors

The Company plans to use the proceeds from this financing to expand research and development operations as well as for general corporate purposes. The offering is expected to close by November 1, 2012, subject to customary closing conditions.

31 Oct 2012 --- Stevia First Corp., an early-stage agribusiness based in California's Central Valley growing region and focused on the industrial scale production of stevia, the all-natural zero-calorie sweetener that is rapidly transforming the food and beverage industry, is pleased to announce that it has entered into definitive agreements with institutional investors for the private placement of $500,000 in convertible debentures and warrants to purchase up to an aggregate of 1,000,000 shares of its common stock. The Company plans to use the proceeds from this financing to expand research and development operations as well as for general corporate purposes. The offering is expected to close by November 1, 2012, subject to customary closing conditions.

The convertible debentures are convertible into an aggregate of 1,000,000 shares of the Company's common stock at a conversion price of $0.50 per share, and the warrants will be exercisable immediately at $0.70 per share, in both cases subject to adjustment and further conditions described within the respective documents. The convertible debentures bear no interest and, if not converted, shall mature in two years, and the warrants shall have a term of five years from the issue date. The Company has agreed to file a registration statement with the Securities and Exchange Commission within 30 days after the closing, registering the resale of the shares of common stock issuable upon the exercise of the warrants and conversion of the debentures. Any offering of the Company's securities under the resale registration statement referred to above will be made only by means of a prospectus.

Dawson James Securities, Inc. acted as exclusive placement agent in connection with the offering.

As a condition of the closing, the Company will receive lock-up agreements from shareholders that currently own 31,500,000 shares, more than 58% of the Company's outstanding common stock, which ensure that these shares will not be sold until at least February 2014.

"This financing supported by institutional investors is galvanizing, as it lets us continue to move our company forward on multiple fronts," said Robert Brooke, CEO of Stevia First. "Combined with existing investors' willingness to an extended lock-up period, it's a testament to the excitement and commitment that management and shareholders have to the growth and development of Stevia First."