First Harvest Corp. (OTCPK:HVST) announced that it has entered into separate securities purchase agreement with existing investor EMA Financial, LLC and new investor Auctus Private Equity Management, Inc. for a private placement of two 12% convertible promissory note at a price of $84,500 per note for gross proceeds of $169,000 on May 15, 2017. The investors will subscribe to one promissory note each. The note bears fixed interest at the rate of 12% per annum and matures on May 15, 2018. The company also issued 125,000 warrants to purchase common shares of the company at an exercise price of $2 per share for a period of five years from the date of closing. The investors will receive 62,500 warrants each. Any amount of principal or interest on the note which is not paid when due shall bear interest at the rate of 24% per annum from the due date thereof until the same is paid. The company has the right to prepay Auctus Private Equity Management, Inc.’s note with a premium of up to 135% of all amounts owed to the investor, depending upon when the prepayment is effectuated and the same may not be prepaid after the 180 days after the issue date. All principal and accrued interest on the Auctus Private Equity Management, Inc.’s note is convertible into common shares of the company at the election of the investor at any time at a conversion price equal to the lesser of a 50% discount to the lesser of the lowest traded price and closing bid price of the common shares during the 25 trading days prior to May 15, 2017 and the variable conversion price, which is defined as 50% of the lesser of the lowest traded price and closing bid price of the common share during the 25 trading day period prior to conversion. The notes are issued at par value. EMA Financial, LLC may extend the note maturity date up to an additional one-year period by providing the company with written notice at least 5 days before the note maturity date. The EMA Financial, LLC’s note is convertible into common shares of the company at any time on or after 180 days following May 15, 2017 at the applicable conversion price lower of the closing sale price of the common Stock on the principal market on the trading day immediately preceding the closing date and 50% of the lowest sale price for the common stock on the principal market during the 25 consecutive trading days immediately preceding the date of conversion. The company will issue securities pursuant to exemption provided under section 4(a)(2) of the securities act of 1933 as amended and/or Rule 506 of Regulation D. The company paid legal fees of $2,750 and due diligence fees of $6,750 to Auctus Private Equity Management, Inc. and $4,430 as legal, administrative and due diligence fees to EMA Financial, LLC.