Blue Earth Resources, Inc. recently issued and sold 8,590,000 shares of its common stock in seven (7) separate private transactions, each exempt from registration under the Securities Act of 1933, as amended, in reliance on exemptions provided by Section 4(a)(2) and Rule 506(b) of Regulation D promulgated thereunder. The purchasers were accredited or otherwise sophisticated investors who had access to business and financial information on our company. The sales of common stock resulted in $859,000 in net proceeds to us and we did not pay any commissions or finder's fees in connection with the transactions. Proceeds of $59,000 were used to repay short-term loans from shareholders and $300,000 will be be used for general working capital purposes. The remaining $500,000 of net proceeds will be used to secure credit enhancement facilities and/or provide cash deposits that enable us to increase our credit limits with fuel suppliers.