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Published on 2/3/2005 in the Prospect News PIPE Daily.

New Issue: Dwango North America closes $15 million private placement

By Sheri Kasprzak

Atlanta, Feb. 3 - Dwango North America Corp. said it has wrapped a private placement of preferred stock for $15 million.

The company sold 15,000 shares of series D preferred stock at $1,000 each to nine accredited investors.

The preferreds pay annual dividends of 7% and are convertible into a total of 11,216,784 common shares at $1.40 each.

The investors also received warrants for 3,365,035 shares at $1.68 each for five years.

In connection with the private placement, Alexandra Global Master Fund Ltd. converted all its series C convertible preferred stock into a total of 703 series D preferred shares and warrants for 150,750 shares under the terms of the private placement. The conversion brought in an additional $703,000.

Dwango, based in Seattle, is a wireless technology and communications company.

Issuer:Dwango North America Corp.
Issue:Series D preferred stock
Amount:$15 million
Shares:15,000
Price:$1,000
Dividend:7%
Conversion price:$1.40
Conversion ratio:Into 11,216,784 common shares
Warrants:For 3,365,035 shares
Warrant expiration:Five years
Warrant strike price:$1.68
Settlement date:Feb. 3
Stock price:$1.60 at close Feb. 3

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