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Published on 3/3/2006 in the Prospect News PIPE Daily.

New Issue: Lounsberry raises $2.2 million from sale of convertibles

By Sheri Kasprzak

New York, March 3 - Lounsberry Holdings II, Inc. said it has concluded a $2.2 million private placement of convertible preferred stock.

Barron Partners LP bought 7,719,250 shares of series A convertible preferreds at $0.285 each.

The preferreds are convertible into a total of 7,719,250 shares.

The investor received warrants for 11.22 million shares exercisable for five years. Half of the warrants have a strike price of $0.57 each and the other half $0.855 each.

The placement was conducted as part of Lounsberry's acquisition of Ranor, Inc. Under the terms of the acquisition, Lounsberry purchased all of Ranor's outstanding stock for $9.25 million.

Based in Ridgefield, Conn., Lounsberry Holdings does not currently have any operations.

Issuer:Lounsberry Holdings II, Inc.
Issue:Series A convertible preferred stock
Amount:$2.2 million
Shares:7,719,250
Price:$0.285
Conversion ratio:Into 7,719,250 shares
Warrants:For 11.22 million shares
Warrant expiration:Five years
Warrant strike price:$0.57 for half, $0.855 for half
Investor:Barron Partners LP
Settlement date:Feb. 24

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