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Published on 1/27/2005 in the Prospect News PIPE Daily.

New Issue: B2Digital receives $12.5 million equity line

By Sheri Kasprzak

Atlanta, Jan. 27 - B2Digital Inc. raised $12.5 million in an equity line from Dutchess Private Equities Fund II LP.

B2Digital, under the terms of the agreement, may draw upon the line over a 36-month period at its discretion. In turn, B2Digital will sell shares equal to $12.5 million in Dutchess at a price equal to 94% of the lowest closing bid price for five trading days after notice.

There is a $1 million ceiling for each put in the agreement. The number of shares the company may sell for each put is equal to either 200% of the average daily volume for 10 days before the put notice multiplied by the average three daily closing bid prices immediately before the put date or $25,000.

Based in Beverly Hills, B2Digital provides video-on-demand and pay-per-view services to the hospitality industry. The company plans to use the proceeds from the equity line to expedite its business development plan.

Issuer:B2Digital Inc.
Issue:Equity line
Amount:$12.5 million
Tenor:36 months
Price:Equal to 94% of the lowest closing bid for five trading days after notice
Warrants:No
Investor:Dutchess Private Equities Fund II LP
Settlement date:Jan. 14
Stock price:$0.01 at close Jan. 14

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