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Published on 2/6/2006 in the Prospect News PIPE Daily.

New Issue: Navstar Media Holdings wraps $1 million private placement of convertible debt

By Sheri Kasprzak

New York, Feb. 6 - Navstar Media Holdings, Inc. said it concluded a $1 million private placement of convertible debt.

The company issued 40 units of $25,000 in debentures, 5,000 common shares and warrants for 25,000 shares.

The 8% debentures mature in July and are convertible into shares at the lesser of $1.00 or 75% of the average of the five consecutive closing stock prices immediately before conversion, with a $0.50 floor.

Each warrant is exercisable at the lesser of $1.25 each for four years.

vFinance Investments, Inc. was the placement agent.

Proceeds will be used for a capital infusion for subsidiary the Dong Fang Group and for working capital.

New York-based Navstar is a content production, licensing and distribution company.

Issuer:Navstar Media Holdings, Inc.
Issue:Units of $25,000 in convertible debentures, 5,000 shares, warrants for 25,000 shares
Amount:$1 million
Maturity:July
Coupon:8%
Price:Par
Yield:8%
Conversion price:The lesser of $1.00 or 75% of the average of the five consecutive closing stock prices immediately before conversion
Warrants:For 25,000 shares per unit
Warrant expiration:Four years
Warrant strike price:$1.25
Placement agent:vFinance Investments, Inc.
Settlement date:Jan. 31
Announcement date:Feb. 6
Stock symbol:OTCBB: NVMH
Stock price:$1.50 at close Feb. 6

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