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Published on 7/21/2005 in the Prospect News PIPE Daily.

New Issue: Fall River plans private placement of convertibles for up to A$1.5 million

By Sheri Kasprzak

New York, July 21 - Fall River Resources Ltd. said it has arranged a private placement for up to A$1.5 million.

The company plans to sell unsecured convertible notes to investors primarily in Australia.

The notes have a 10% discount to face value; so, assuming investors buy A$1.5 million in notes, the company will receive proceeds of A$1.35 million.

The notes mature in 42 months, bear interest at 12% annually and are convertible into units at prices ranging from A$0.20 each to A$0.35 each over the maturity of the notes.

The units are comprised of one share and one half-share warrant with the whole warrants being exercisable for an additional share at prices ranging from A$0.24 each to A$0.42 each.

Martin Place Securities Pty. Ltd. is the placement agent.

The proceeds will be used for the completion of the Rose Creek property and for other oil and gas interests. The remainder will be used for work programs and working capital.

Vancouver, B.C.-based Fall River is an oil and natural gas exploration company.

Issuer:Fall River Resources Ltd.
Issue:Unsecured convertible notes, convertible into units of one share and one half-share warrant
Amount:A$1.5 million (maximum)
Proceeds:A$1.35 million (maximum)
Maturity:42 months
Coupon:12%
Price:90
Conversion price:From A$0.20 to A$0.35
Warrants:One half-share warrant per unit, upon conversion
Warrant strike price:From A$0.24 to A$0.42
Placement agent:Martin Place Securities Pty. Ltd.
Pricing date:July 20
Stock price:C$0.135 at close July 20

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