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Published on 10/17/2008 in the Prospect News PIPE Daily.

New Issue: Farallon raises C$7.75 million via placement of convertible notes

By Jennifer Chiou

New York, Oct. 17 - Farallon Resources Ltd. announced that it took in C$7.75 million through a private placement of unsecured convertible promissory notes.

Each C$500,000 principal amount note entitles the holder to receive a bonus of 40,000 common shares - an aggregate of 620,000 shares - and a cash payment of C$37,500 for each six months that the notes are outstanding.

The notes mature six months from the closing date, but the maturity may be extended one time for six months for equivalent cash and share bonuses.

The notes are convertible at maturity into common shares at a fixed price of C$0.33 per share.

The placement involved qualified purchasers outside of Canada, Farallon said, adding that a 6% referral fee was paid on the placement.

Proceeds will be used for working capital and to repay an existing loan of C$3.8 million announced by the company on May 13.

Issuer:Farallon Resources Ltd.
Issue:Unsecured convertible promissory notes
Amount:C$7.75 million
Maturity:Six months with one-time option to extend for six months
Price:Par of C$500,000
Warrants:For 40,000 common shares and a cash payment of C$37,500 for each six months that the notes are outstanding
Conversion:At maturity at C$0.33 per share
Announcement date:Oct. 17
Stock symbol:Toronto: FAN
Stock price:C$0.24 at close Oct. 16

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