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Published on 11/21/2005 in the Prospect News PIPE Daily.

New Issue: Headliners refinances convertible debenture for $8.19 million

By Sheri Kasprzak

New York, Nov. 21 - Headliners Entertainment Group, Inc. said it has refinanced its $7,953,698 convertible debenture held by Cornell Capital Partners, LP.

The debenture, which had been issued on Aug. 19, was replaced with an $8,192,309 debenture.

The new debenture matures Nov. 16, 2010, bears interest at 10% annually and is convertible into common shares at 80% of the lowest closing bid price during the five trading days before conversion.

Headliners must pay $400,000 in monthly payments on the debenture.

The original debenture bore interest at 12% annually and was convertible into common shares at $0.20 each.

For the refinancing, Cornell received warrants for 10 million shares, exercisable at $0.20 each through Nov. 17, 2010.

Based in Montclair, N.J., Headliners owns and operates comedy clubs and dance clubs in New York and New Jersey.

Issuer:Headliners Entertainment Group, Inc.
Issue:Convertible debenture
Amount:$8,192,309
Maturity:Nov. 16, 2010
Coupon:10%
Price:Par
Yield:10%
Conversion price:$0.20
Warrants:For 10 million shares
Warrant expiration:Nov. 17, 2010
Warrant strike price:$0.20
Investor:Cornell Capital Partners, LP
Settlement date:Nov. 18
Stock price:$0.14 at close Nov. 18

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