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Published on 9/26/2005 in the Prospect News PIPE Daily.

New Issue: Fall River raises A$1.16 million from convertible note offering

By Sheri Kasprzak

New York, Sept. 26 - Fall River Resources Ltd. said it has closed its previously announced private placement of convertible notes for A$1,158,200 or proceeds of A$1,042,380.

The notes, priced at 90, were sold to a group of Australian investors.

The 12% mature on Nov. 30, 2008 and are convertible into units at prices ranging from C$0.20 to C$0.35 over the life of the units.

The units are comprised of one share and one half-share warrant. The whole warrants are exercisable at C$0.24 to C$0.42 over their life and expire in one year.

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

The offering was first announced July 21 as an A$1.5 million deal under the same terms.

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$1,158,200
Proceeds:A$1,042,380
Maturity:Nov. 30, 2008
Coupon:12%
Price:90
Conversion price:From C$0.20 to C$0.35
Warrants:One half-share warrant per unit, upon conversion
Warrant strike price:From C$0.24 to C$0.42
Placement agent:Martin Place Securities Pty. Ltd.
Pricing date:July 20
Settlement date:Sept. 23
Stock price:C$0.135 at close July 20
Stock price:C$0.125 at close Sept. 23

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