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ITEM
3.02.UNREGISTERED
SALE OF EQUITY SECURITIES
On
February 1, 2007 and February 6, 2007, China Public Security Technology, Inc.
(formerly, Irish Mag, Inc.) (the “Company”) reported its consummation of a
private placement pursuant to which the Company sold to two accredited investors
7,868,422 shares of the Company’s common stock, for
a
purchase price, in the aggregate, of $14,950,001.80 or
$1.90
per share (the “Placement”). The Company also disclosed its payment of fees, in
the form of cash and warrants to purchase 550,789
shares of common stock of the Company,
to Roth
Capital Partners, LLC, or Roth, as placement agent, and to Oppenheimer & Co,
Inc., or Oppenheimer, as finder in connection with the Placement.
On
February 1, 2007, the Company also paid to First Asia Finance Group Limited,
or
First Asia, as compensation for consulting services in connection with the
Placement, a cash fee equal to 3% of the gross proceeds received from the
Placement, and issued First Asia a warrant to purchase 236,052 shares of common
stock of the Company, representing 3% of the gross proceeds received from the
Placement divided by the per share price. The Roth, Oppenheimer and First Asia
warrants have a term of five years, are exercisable immediately on issuance
and
have an exercise price of $2.28 per share, subject to the usual adjustments
for
certain corporate events. For
details
regarding the Placement
see the current report on Form 8-K filed by the Company on February 1, 2007.
A
form of the warrant issued to each of Roth, Oppenheimer and First Asia is
attached hereto as Exhibit 4.1.
The
foregoing securities were issued pursuant to the exemption from registration
provided by Section 4(2) of the Securities Act of 1933 for the offer and sale
of
securities not involving a public offering and Regulation D promulgated
thereunder.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.