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Published on 6/15/2006 in the Prospect News PIPE Daily.

New Issue: Franklyn closes offering of convertibles for $3.5 million

By Sheri Kasprzak

New York, June 15 - Franklyn Resources III, Inc. completed a $3.5 million private placement of convertible notes.

The 6% notes were issued to Barron Partners LP, JCAR Funds Ltd., Ray Rivers and Steve Mazur.

The notes are due March 31, 2007 and are convertible into common shares at $0.65 each.

The investors received warrants for 6 million shares, exercisable at $0.85 each, for 6 million shares, exercisable at $1.20 each and for 6 million shares, exercisable at $1.75 each.

The offering was conducted as part of Franklyn's acquisition of Sinoenergy Holding Ltd.

Franklyn, based in Glendale, Colo., is a development-stage company with no significant operations.

Issuer:Franklyn Resources III, Inc.
Issue:Convertible notes
Amount:$3.5 million
Maturity:March 31, 2007
Coupon:6%
Price:Par
Yield:6%
Conversion price:$0.65
Warrants:For 18 million shares
Warrant strike price:$0.85 for 6 million, $1.20 for 6 million, $1.75 for 6 million
Investors:Barron Partners LP, JCAR Funds Ltd., Ray Rivers and Steve Mazur
Settlement date:June 2

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