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Published on 9/7/2005 in the Prospect News PIPE Daily.

New Issue: Tianshan Goldfields raises A$4 million from private placement of shares

By Sheri Kasprzak

New York, Sept. 7 - Tianshan Goldfields Ltd. said it has received agreements for its A$4,000,500 private placement.

The company will issue 26.67 million shares at A$0.15 each to a group of institutional investors led by Macquarie Bank Ltd.

The offering includes one attached option for every two shares issued. The options are exercisable at A$0.20 each through June 30, 2008.

Separately, Tianshan received an A$1.5 million mezzanine debt facility from Mineral Securities Ltd.

The mezzanine facility bears interest at the Bank Bill rate plus 300 basis points and is due on Dec. 31, 2007.

Tianshan may satisfy the interest obligations on the facility with stock at a price equal to 90% of the volume weighted average price for the 10 trading days before an interest payment due date.

Based in Perth, Western Australia, Tianshan is a gold exploration company.

Stock

Issuer:Tianshan Goldfields Ltd.
Issue:Stock
Amount:A$4 million
Shares:26.67 million shares
Price:A$0.15
Options:One option for every two shares purchased
Options expiration:June 30, 2008
Options price:A$0.20
Investors:Macquarie Bank Ltd.
Announcement date:Sept. 7
Stock price:A$0.16 at close Sept. 7
Mezzanine debt
Issuer:Tianshan Golfields Ltd.
Issue:Mezzanine debt facility
Amount:A$1.5 million
Maturity:Dec. 31, 2007
Coupon:Bank Bill rate plus 300 basis points
Conversion price:Interest may be payable at a price equal to 90% of the volume weighted average price for 10 trading days before interest due date
Investor:Mineral Securities Ltd.
Announcement date:Sept. 7
Stock price:A$0.16 at close Sept. 7

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