Press Release

SpaceDev Closes $2.5 Million Financing and Expands Credit Facility

By SpaceRef Editor
August 30, 2004
Filed under , ,

(OTCBB: SPDV) has received $2.5 million in preferred stock financing
and increased its revolving credit facility to $1.5 million through
the Laurus Master Fund (Laurus), a New York-based institutional fund
that specializes in providing financing to growing, small and
micro-capitalization companies.

“The purpose of this financing is to take yet another step in
strengthening our balance sheet and providing capital to finance the
growth of the Company,” said Richard B. Slansky, SpaceDev’s chief
financial officer. “As interest in our Company and technologies grow,
we believe our plan to create a stronger balance sheet will help us
obtain new and larger contracts under more favorable terms.”

SpaceDev sold Laurus 250,000 shares of 6.85% convertible preferred
stock priced at $10.00 a share, resulting in gross proceeds to the
Company of $2.5 million. The preferred stock is convertible at a fixed
price of $1.54 per share and dividends are payable in cash or through
the issuance of the Company’s common stock. The underlying common
shares are initially restricted; however, SpaceDev has committed to
file for registration of the shares with the SEC. Pursuant to this
financing, Laurus was also issued a five-year warrant to purchase
487,000 shares of common stock at $1.77 per share. The Company has the
unilateral right to re-purchase the preferred stock under certain

“The proceeds from this financing will be used for the continued
growth of our business and will cover our currently projected working
capital needs,” Mr. Slansky stated. “The combination of the financing
and increase in our existing credit facility provides us with a solid
financial foundation.”

Eugene Grin, fund manager for Laurus and a supporter of SpaceDev,
said, “We continue to believe in the management of SpaceDev and the
future prospects of the Company. This financing along with our
increased credit facility demonstrates our continued commitment to

“The success of this financing allows SpaceDev the opportunity to
aggressively scale up our design and development activities and pursue
additional commercialization opportunities for our revolutionary
microsatellites and safe, low cost rocket propulsion for manned and
unmanned space flight,” commented Jim Benson, SpaceDev’s founding
chairman and chief executive officer. “We are pleased with the
continued strong support from Laurus and their recognition of
SpaceDev’s unique approach to space development and our future market

About SpaceDev

SpaceDev (OTCBB:SPDV) creates and sells affordable and innovative
space products and solutions to government and commercial enterprises.
SpaceDev’s innovations include the design, manufacture, marketing and
operation of sophisticated micro- and nano- satellites, hybrid
rocket-based orbital Maneuvering and orbital Transfer Vehicles (MoTVs)
as well as sub-orbital and orbital hybrid rocket-based propulsion
systems for safe human space flight. For more information, visit

This news release may contain forward-looking statements
concerning the Company’s business and future prospects and other
similar statements that do not concern matters of historical fact.
Forward-looking statements relating to product development, business
prospects and development of a commercial market for technological
advances are based on the Company’s current expectations. The
Company’s current expectations are subject to all of the uncertainties
and risks customarily associated with developing business ventures
including, but not limited to, risks associated with new product
development and availability of raw resources and suppliers, risks to
marketed products and availability of financing and other sources of
income, as well as risks discussed in the Company’s periodic reports
filed with the U.S. Securities & Exchange Commission. The Company’s
actual results may differ materially from current expectations.
Readers are cautioned not to put undue reliance on forward-looking
statements contained in this release and to read it in conjunction
with the Company’s annual report on Form 10-KSB, including the
consolidated financial statements filed therewith. The Company
disclaims any intent or obligation to update publicly these
forward-looking statements, whether as a result of new information,
future events or for any other reason.

SpaceRef staff editor.