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Published on 5/9/2006 in the Prospect News PIPE Daily.

CepTor secures $6 million from convertibles; jump in gold prices may spark PIPE action

By Sheri Kasprzak

New York, May 9 - CepTor Corp. led PIPE action Tuesday with news of a $6 million convertible note offering.

The biopharmaceutical company plans to sell the 6% one-year notes to Margie Chassman. The notes are convertible into common stock at $0.15 per share and are callable at 200% of face value plus interest before Sept. 30, 2006.

Chassman will receive warrants equal to 100% of the shares issuable upon conversion. The warrants are exercisable at $0.30 each for five years.

The offering was announced Tuesday afternoon, and by the end of the day, CepTor's stock had slipped 8.82%, or 3 cents, to close at $0.31 (OTCBB: CEPO).

This isn't the first time CepTor has looked to the PIPE market for capital.

On Dec. 15, the company issued $2 million in convertible debentures to Cornell Capital Partners, LP. Those three-year debentures were convertible at the lesser of 105% of the closing bid price on the day before the deal closed or 95% of the lowest closing bid price for the 20 trading days before conversion.

CepTor, located in Hunt Valley, Md., is a development-stage biopharmaceutical company engaged in the development of cell-targeted therapeutics for the treatment of neuromuscular and neurodegenerative diseases with a focus on orphan diseases.

In other PIPE news, a surge in gold prices Tuesday may spark an increase in the number of PIPE offerings within that sector.

"The gain is phenomenal," said one sellside market source based in Vancouver, B.C. "We're likely to see quite a few [gold offerings] for the rest of the week. We've seen a lot lately, mainly because we've been anticipating this [jump in prices] for a while now."

The market source said gold won't be the only sector to benefit from the historically high gold prices.

"Other minerals, copper and nickel in particular, will also see some improvement in their stocks," he said.

Gold prices climbed $21.60 Tuesday to end the day at $702.20 per ounce, the highest level in 26 years.

Among the gold deals Tuesday was a $2 million offering of discounted convertible notes from Linux Gold Corp. Linux took in proceeds of $1,825,000 from the deal.

The zero-coupon notes due Nov. 8, 2007 priced at 91 and are convertible into common stock at C$0.40 each.

The investors will also receive warrants for 5 million shares, exercisable for five years at C$0.50 each and warrants for 2.5 million shares, exercisable at C$0.52 each through May 8, 2016 or a year after the registration statement is declared effective.

Casimir Capital LP was the placement agent.

Linux's stock gained 9.07%, or 4 cents, to close at $0.469 (OTCBB: LNXGF).

The proceeds will be used for exploration on the company's Granite Mountain claims as well as for working capital.

Linux is based in Vancouver, B.C.

Oil prices climb

Elsewhere in natural resources, oil prices advanced by 92 cents to end the day at $70.69 per barrel, sparking a small wave of energy offerings.

Among those deals was a C$16 million stock deal priced by RSX Energy Inc.

The offering includes up to 4,383,562 shares at C$3.65 each.

A syndicate of underwriters led by Raymond James Ltd. and Haywood Securities Inc. has a greenshoe for up to 273,973 shares.

The deal is scheduled to close on May 24.

RSX's stock slipped 2 cents to close at C$3.73 (TSX Venture: RSX).

The proceeds will be used for drilling, pipeline construction in the Hinton area and for the repayment of a credit facility.

RSX is located in Calgary, Alta.

Another oil explorer, Detector Exploration Ltd., priced a C$1.2 million private placement.

The company intends to sell up to 2 million flow-through shares.

The proceeds will be used for a drilling project in Central Alberta and for working capital and general corporate purposes.

The stock remained unchanged to end at C$0.48 (TSX Venture: DEX).

Detector is a Calgary, Alta.-based oil and natural gas explorer.

Strathmore closes C$8.7 million PIPE

Looking at mineral offerings, Strathmore Minerals Corp. wrapped a private placement for C$8,699,795.

The offering included 1,697,300 flow-through shares at C$3.00 each and 1,568,650 units at C$2.30 each. The units include one share and one half-share warrant with each whole warrant exercisable at C$3.25 for 18 months.

The deal was placed through a syndicate of agents led by National Bank Financial.

Proceeds will be used for development work on the company's properties in the Athabasca Basin, as well as for general corporate purposes.

Strathmore's stock ended the day up 6 cents, or 2.64%, to close at C$2.33 (TSX Venture: STM).

Vancouver, B.C.-based Strathmore is a uranium exploration company.

Also, Pinnacle Mines Ltd. negotiated a C$6.9 million private placement of 6 million units at C$1.15 each.

The units are comprised of one share and one half-share warrant with each whole warrant exercisable at C$1.40 for one year.

Canaccord Capital Corp. is the placement agent for up to 1 million of the units and has a greenshoe for up to 500,000 units.

The rest of the deal will be completed on a non-brokered basis.

Proceeds will be used for exploration and development on the company's mineral properties, for potential acquisitions and for working capital.

Pinnacle's stock closed down 7 cents, or 5.38%, to close at C$1.23 (TSX Venture: PNL).

Pinnacle is also based in Vancouver, B.C.

Finally, Messina Minerals Inc. planned a non-brokered private placement for up to C$6 million.

The placement includes up to 2,125,000 flow-through shares at C$2.00 each and up to 1 million units at C$1.75 each.

The units are comprised of one share and one half-share warrant with each whole warrant exercisable at C$2.00 for two years.

On Tuesday, the stock gained 5 cents to end at C$1.65 (TSX Venture: MMI).

The proceeds from the units will be used for working capital and the proceeds from the flow-through shares will be used for exploration on the company's Newfoundland properties.

Messina is based in Vancouver, B.C.

Monogram stock slips 3.5%

A day after securing a $25 million investment from Pfizer, Inc., Monogram Biosciences, Inc.'s stock dropped by almost 3.5%.

The stock fell 3.48%, or 8 cents, to close the day at $2.22, and lost another 3 cents in after-hours trading (Nasdaq: MGRM).

On Monday, when the investment was announced, the stock gained 61 cents, or 36.09%, to end at $2.30, the largest single-day gain in the stock so far this year.

Pfizer agreed to fund a 3% note, due May 19, 2010, convertible into common shares at a 20% premium to the average closing stock price for five trading days before conversion.

San Francisco-based Monogram develops treatments for infectious diseases and cancer.


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