Americas Wind Energy (fka AWNE)

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convertible loan agreement

On April 2, 2008, we entered into a convertible loan agreement dated effective March 6, 2008, with Smart Goal Investment Limited wherein Smart Goal has agreed to loan our company $350,000. The loan is unsecured and convertible into common shares of our company. The loan bears interest at a rate of 2% above the Bank of Canada’s prime rate per annum and is to be paid in full one year from the advancement date. If the loan is not repaid by the due date, Smart Goal may exercise their rights to convert all or a portion of the total outstanding amount of the loan plus accrued interest as of that date into common shares of our company at $0.32 per share.

Item 3.02 Unregistered Sales Of Equity Securities

We have agreed to issue a warrant certificate for the right to purchase up to 546,875 shares of our common stock to Smart Goal pursuant to the terms of the convertible loan agreement. The warrants may be exercised by Smart Goal at any time during a period of two years from the advancement date of the loan. Each warrant is exercisable at a price of $0.35 per share.

The securities are to be issued in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933 to one non-U.S. Person (as that term is defined in Regulation S under the Securities Act of 1933).

http://sec.gov/Archives/edgar/data/1265840/000106299308001621/form8k.htm