Formed by the confluence of the Spring Creek and Drysdale Creek, to the east of Grassmere. It flows generally south joined by two minor tributaries before reaching its mouth and emptying into Stingray Bay, part of the Southern Ocean, near the city of Warrnambool. The river descends 18 metres (59 ft) over its 31-kilometre (19 mi) course.[2] Spring Creek starts to the east of Penshurst, just north of the Hamilton Highway while Drysdale Creek starts near the Woolsthorpe-Hexham Road.