Rentech to raise $6.4 million; Cel-Sci arranges $5 million offering; Gold One plans stock deal

By Stephanie N. Rotondo

Portland, Ore., June 24 - The mid-week private placement market was full of new deals, including several registered direct offerings.

Rentech Inc. and Cel-Sci Corp. both announced direct deals. Rentech is looking to raise $6.4 million, while Cel-Sci hopes to take in $5 million.

Gold One International Ltd. announced one of the day's larger deals. The Australian company said it would raise A$37.78 million in a private stock sale.

Lorex Technology Inc. plans to take in up to C$2 million by issuing new convertible notes. The fundraising is part of an effort to raise C$1 million by June 30, as required by the company's lender.

Among completed transactions, Somero Enterprises Inc. said it settled a £3.09 million equity sale. Proceeds will be used to pay down the company's existing debt facilities.

Rentech to raise $6.4 million

Rentech, a Los Angeles-based provider of clean energy solutions, announced it entered into an agreement with existing institutional investors to raise $6.4 million through a registered direct offering.

The company will sell 11 million common shares "to current institutional shareholders of Rentech who are clients of a large, Boston-based investment advisor," according to a press release. The shares will sell at $0.58 per share.

A source familiar with the transaction said that the deal did not occur because Rentech needed the money, but simply because an investor had expressed interest in increasing his stake. The source declined to name the investor, but based on a shareholder list obtained from Nasdaq.com, only about four or five of the company's current shareholders are based in Boston, including Wellington Management Co. LLP and State Street Corp., among others.

Proceeds raised from the deal will go toward general corporate purposes, "including to fund a portion of the development costs related to its recently announced renewable synthetic fuels and power project in Rialto, Calif.," the release stated.

Settlement is expected by June 29.

Rentech's equity (NYSE: RTK) dropped a penny, or 2.53%, to $0.57. Market capitalization is $94.4 million.

Cel-Sci announces direct offering

Vienna, Va.-based Cel-Sci is planning to raise $5 million via a registered direct offering of equity units, according to a press release.

The cancer treatment developer will issue 12.5 million units containing one common share and 0.67 warrants at $0.40 per unit. Each whole warrant is exercisable at $0.50 for five years.

"We are planning to use this money to achieve a number of major milestones, key among them are the acceleration of our H1N1 swine flu work and the validation of our manufacturing facility for contract manufacturing services and to produce our cancer drug Multikine for the planned phase 3 clinical trial," said Geert Kersten, chief executive officer, in the release.

Settlement is expected by June 29.

Cel-Sci's stock (Amex: CVM) fell a nickel, or 10.56%, to $0.40. Market capitalization is $53.2 million.

Gold One plans equity deal

Gold One International will take is A$37.78 million in a private placement of ordinary shares.

The company plans to issue 120 million of its shares at A$0.3148 per share.

"Gold One is delighted with the support received for this capital raising from new Australian and international institutional investors," commented Neal Froneman, president and CEO, in a statement. "The success of the capital raising ensures that Gold One will be able to fast-track activities on its South African gold projects, and in particular, advance drilling and feasibility studies at our Ventersburg Project, which Gold One considers has the potential to become its second flagship project, and in time to grow well beyond even the scale of Modder East. In addition, the capital raising will allow Gold One to offer early redemption for some of its bonds, which the board considers is a prudent capital management strategy."

Gold One said the deal will come in two tranches. The first will consist of 33.6 million shares and is not subject to shareholder approval. The remaining 86.4 million shares are subject to shareholder approval, which will be solicited at a meeting currently scheduled for late August.

Gold One's equity (Australia: GDO) closed at A$0.365.

Gold One International is a North Sydney, Australia-based gold and base metals exploration company.

Lorex to sell converts

Lorex Technology will sell subordinate series A convertible debentures in its effort to raise up to C$2 million.

Under the terms of the deal, the three-year convertible non-interest bearing notes are convertible at C$0.10 per share.

Proceeds will be used in part to satisfy a lender requirement that called for the company to raise a minimum of C$1 million by June 30. By securing the funds, the company will also receive a loan extension through May 2012 from said lender.

Settlement is expected by June 30.

Adam Levin, a board member, told Prospect news that the lender requirement was typical, at least in recent history.

"I believe that if you look at every bank in North America, they are requiring everybody to raise more capital," he said.

Lorex's shares (Toronto: LOX) finished unchanged at C$0.09. Market capitalization is C$2.43 million.

Lorex Technology is a Markham, Ont.-based provider of video surveillance security solutions.

Somero settles stock sale

Somero Enterprises wrapped a £3.09 million, or about $5.5 million, private placement of stock, the company said.

The company sold approximately 20.61 million ordinary shares at 15p per share.

Proceeds will be used to repay part of Somero's $10 million term debt facility with RBS Citizens.

"In connection with the repayment, the company has renegotiated the terms of its banking covenants in 2009 and 2010," Somero said in a press release. "The new covenants are expected to result in increased flexibility and to position the company to take advantage of improving economic conditions as and when they develop."

"I am delighted that Somero shareholders have demonstrated such confidence in the company's future prospects through this placing," said Jack Cooney, CEO of Somero, in the release. "The board believes that Somero now has a stable financial footing in place and I look forward to delivering value for shareholders through its next phase of growth."

Somero's stock (London: SOM) closed at 17.75p. Market capitalization is £6 million.

Somero Enterprises is a Fort Myers, Fla.-based company that designs, manufactures and sells equipment to automate the process of spreading and leveling large amounts of concrete for flooring and other horizontal surfaces.

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