Item 3.02 Unregistered Sales of Equity Securities.

Bingo.com, Ltd. (the "Registrant") announces that it has closed a private placement of 1.5 million shares at $0.15 per share to raise net proceeds of $225,000. One million of these shares were placed with Praetorian Offshore Ltd., a non U.S. resident under Regulation S exemptions. Their shareholding will increase to 18.95% of the Registrant. Half a million shares were placed with a non U.S. resident under Regulation S exemptions. Proceeds of the private placement will be used for general working capital purposes.