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Published on 7/12/2005 in the Prospect News PIPE Daily.

New Issue: New Dragon Asia closes $6 million private placement of preferreds

By Sheri Kasprzak

New York, July 12 - New Dragon Asia Corp. said it has wrapped a private placement of preferred stock for $6 million.

The company sold series A convertible preferred stock to Midsummer Investment Ltd. and TerraNova Capital Partners Inc.

The preferreds pay annual dividends at 7% and are convertible into a total of 6,315,789 class A common shares at $0.95 each.

The investors also received warrants for 3,157,895 class A common shares at $1.04 each. The warrants expire in six years.

TN Capital Equities, Ltd. was the placement agent.

The proceeds will be used for acquisitions, forming strategic alliances and for general corporate purposes.

New Dragon, based in Shenzhen, China, mills, sells and distributes flour- and soybean-derived products in China.

Issuer:New Dragon Asia Corp.
Issue:Series A convertible preferred stock
Amount:$6 million
Dividends:7%
Conversion price:$0.95
Conversion ratio:Into 6,315,789 class A common shares
Warrants:For 3,157,895 shares
Warrant expiration:Six years
Warrant strike price:$1.04
Placement agent:TN Capital Equities, Ltd.
Investors:Midsummer Investment Ltd. and TerraNova Capital Partners Inc.
Settlement date:July 11
Stock price:$1.04 at close July 11

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