Worldspace negotiates $40 million; Nayarit to pocket C$2.2 million; Compliance sells $2.5 million

By LLuvia Mares

New York, Jan. 2 - Worldspace Satellite Radio secured a financing facility for up to $40 million which the company plans to use to launch its new satellite in Italy.

"We have been and we will continue to look into additional financing both regionally and on international levels," said Judith Pryor, company senior vice president of corporate affairs. "This financing will helps us continue to pursue business in Italy where we plan to launch a new satellite service this year as well as other services."

Yenura Pte. Ltd. is the investor. Yenura is a controlled by Noah Samara, chairman and chief executive officer of Worldspace.

Drawdowns under the facility may be made until Jan. 31, 2008. They will take the form of subordinated convertible notes.

The notes will mature in five years and bear interest at 8% per year. They will be convertible into class A common stock at $4.25 per share.

The company's stock (Nasdaq: WRSP) closed at $2.12 on Wednesday, up $0.44 from a $1.68 close on Dec. 31.

Proceeds will be used for the launch of Worldspace's European mobile service.

"We believe that our solid ground, great product and good service are what help make Worldspace a good investment," Pryor said.

Worldspace is a satellite-based digital radio services company based in Silver Spring, Md.

Nayarit to pocket C$2.2 million

In the mining sector, Nayarit Gold Inc. said it will raise C$2.2 million in a non-brokered private placement of units.

"From a market cap stand point, it was the easiest and fastest way to go when it came to getting the funding we needed," said Colin Sutherland, company president and chief executive officer, regarding the private placement.

The company will sell up to 5.5 million units at C$0.40 apiece. Each unit consists of one common share and a warrant. The two-year warrants are exercisable at C$0.60 for the first year and at C$0.70 thereafter.

The company's stock (TSX Venture: NYG) closed at C$0.41 on Wednesday, down C$0.03 from a C$0.44 close on Dec. 31.

"As a mineral exploration company we need financing for our projects, so this money will finance future exploration. I think it's safe to say that we would look into additional financing, but the funding commitment we have in place right now will be good for the rest of 2008," he said.

Proceeds will be used for exploration and general working purposes.

Toronto-based Nayarit is a gold exploration company.

Compliance sells $2.5 million

In technology sector news, Compliance Systems Corp. completed a private placement of convertible preferreds for $2.5 million.

"We determined this was the best way to market our securities in order to create the best value for the company, the investors, and our employees," said Dean Garfinkel, company president and chief executive officer, via email.

"We, in fact issued three series of preferred stock. Series B and C preferred stock enabled the company to convert 3.1 million of debt into equity. The company was then able to raise additional capital of $2.5 million through the issuance of series A preferred stock. Part of the underlying consideration in accomplishing this was to make the preferred stock convertible."

The company sold 2.5 million shares of series A senior convertible voting non-redeemable preferred stock at $1.00 apiece.

Holders also exchanged $3.14 million of debt into series B senior subordinated convertible voting redeemable preferred stock and series C senior subordinated convertible voting redeemable preferred stock. The debt was exchanged for 1.25 million series B preferred shares at $1.00 apiece and 1,885,709 series C preferred shares at the same price.

Each preferred share is convertible into 100 restricted shares of common stock.

The series A and C preferreds will not pay any dividends. The series B preferreds will bear dividends at 12% per year.

Compliance Systems will not have any redemption rights for the series A preferreds. The series B and C preferreds will be redeemable at $5.00 per share plus accrued interest until Dec. 31, 2010.

Compliance stock (OTCBB: COPI) closed at $0.033 on Wednesday, down $0.002 from its last close at $0.035 on Dec. 31.

"We are always reevaluating the company's capitalization and future needs," he said. "As a result of the restructuring, the company now in a position to consider any future opportunities that may present themselves. However, our main focus shall remain on our core business which is to provide do-not call compliance via our patented TeleBlock service."

Of the proceeds, about $1.14 million was used to buy back convertible debentures from affiliates of Cornell Capital. The rest will be used for business development.

Based in Glen Cove, N.Y., Compliance Systems provides technologies to help telecommunications companies comply with telemarketing laws.

Solar gets $3.35 million

In the alternative energy department, Solar Thin Power, Inc. settled a private placement of stock and warrants on Dec. 19, netting $3.35 million, according to an 8-K filed Wednesday with the Securities and Exchange Commission.

The company sold 3,385,000 common shares to six investors, the filing said. The investors also received warrants to buy another 3,385,000 shares at $3.30 apiece for five years.

Solar's stock (OTCBB: SLTN) closed at $1.35 on Dec.31 and did not see any activity on Wednesday.

Solar Thin Power is a subsidiary of Solar Thin Films, Inc., which manufactures and markets solar panel equipment and is based in Kirkland, Wash.

Sofame raises C$175,000

Also in the technology sector, Sofame Technologies Inc. said it has raised another C$175,000 in the third and final tranche of a private placement of unsecured convertible debentures, bringing the total raised to C$1.75 million. The company took in C$750,000 in the first tranche on Dec. 10, the same day the deal priced for C$2 million, and the company took in C$825,000 on Dec. 21.

"Sofame is now better positioned to benefit from strong institutional demand for its patented energy efficiency technologies," said John Gocek, president and chief executive officer, in a press release.

"Sofame's growing network of engineering representatives in the United States represents a tremendous vote of confidence within the HVAC industry. Our highly dedicated and motivated employees, as well as cash in the bank, will contribute to Sofame's continued growth."

The three-year 10% debentures were offered in tranches of C$25,000 and will be convertible at C$0.15 per share in the first two years and C$0.165 thereafter.

With each C$25,000 tranche, investors will receive 83,333 warrants exercisable at C$0.25 per share for two years.

Notre-Dame Capital Inc. was the agent. Sofame paid Notre-Dame Capital a 10% cash commission and issue non-transferable broker warrants exercisable for 500,000 common shares exercisable for two years at C$0.15.

Proceeds will be used for working capital, marketing and other corporate purposes.

The company's stock (TSX Venture: SDW) closed at C$0.19 on Wednesday, down C$0.01 from Monday's $0.20 close.

Montreal-based Sofame designs, engineers and manufactures energy-efficient direct contact water heating and heat recovery systems.

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