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Published on 1/20/2006 in the Prospect News PIPE Daily.

Admiral Bay settles $10.02 million unit offering; Polaris Geothermal to raise $7 million from debentures

By Sheri Kasprzak

New York, Jan. 20 - Admiral Bay Resources Inc. led PIPE news to cap off the week, wrapping a $10,024,242 private placement.

The company issued 14,961,556 units of one share and one half-share warrant.

The units were sold at $0.67 each and the full warrants are exercisable at $1.20 apiece through Jan. 18, 2007.

Energy Capital Solutions was the placement agent.

Proceeds will be used for the company's 2006 drilling program.

"This placement is part of our ongoing efforts to improve our balance sheet and position the company to aggressively develop its extensive acreage position to increase production and proved reserves," said Steve Tedesco, the company's president, in a statement. "Our recent drilling success highlights the potential that we see on the Admiral Bay assets."

After the offering was announced Friday afternoon, the company's stock closed unchanged at $0.87 (Pink Sheets: ADBRF).

Based in Denver, Admiral Bay is a coal bed methane production company.

Elsewhere in PIPEs Friday, Polaris Geothermal Inc. announced its plans to raise up to $7 million and at least $5 million in a unit offering of debentures and warrants.

The company intends to sell up to 70 and at least 50 units at $100,000 each.

Each unit includes $100,000 in principal of 9% secured subordinated debentures and warrants for 50,000 shares. The full terms of the debentures could not be determined by press time Friday evening.

The warrants are exercisable at C$1.50 each for five years.

If Polaris raises the maximum amount under the offering, Investments and Technical Management Ltd. and Ventnor Inc. will issue a $2 million bridge loan.

Dundee Securities Corp. leads a syndicate of placement agents for the offering. The syndicate also includes Fraser Mackenzie Ltd.

Proceeds will be used for the development of the company's San Jacinto-Tizate geothermal power project in Nicaragua. The rest will be used for debt repayment and general corporate purposes.

In other news Friday, Polaris said its subsidiary Polaris Energy Nicaragua S.A. and Union Fernosa have entered into a power purchase agreement. Polaris Energy will sell power to Union Fenosa at $0.0595 per kilowatt-hour for 20 years.

Toronto-based Polaris Geothermal develops geothermal power projects.

The company's stock remained unchanged at C$0.85 on Friday (TSX Venture: GEO).

Dipping stocks impact PIPEs

Moving to the broader PIPE market, one sellsider said volume on Friday took a downward turn in an already-slow week.

"It's absolutely dead," he said of volume Friday afternoon.

He noted that even though activity does trail off near the end of the week, stocks slumped substantially with the Dow Jones Industrial Average giving up 213.32 to end at 10,667.39.

The Nasdaq composite index lost 54.11 to close at 2,247.70 and the Standard & Poor's 500 composite index fell 23.55 to settle at 1,261.49.

"Not exactly the best conditions to price under," the sellsider added.

Icefloe's stock advances 33.3%

Nonetheless Icefloe Technologies Inc. priced a C$2,025,000 private placement of senior secured convertible debentures Friday and saw its stock move up by more than 33%.

The company intends to sell 10% debentures due in three years. The debentures are convertible into common shares at C$0.60 for the first year, at C$0.65 each for the second year and at C$0.70 for the third.

The debentures will be sold in minimum amounts of C$25,000.

The investors include YMG Private Wealth Opportunities Fund, Fallbrook Holding Ltd., Whit Tucker, David Elliott, Wayne Newson and Robert Furse.

Wingate Investment Management Ltd. is the placement agent.

Icefloe, based in Mississauga, Ont., develops flash chilling technologies.

Underground Solutions' stock dives

Underground Solutions, Inc.'s stock took a tumble on Friday after the company settled an $18.8 million stock deal.

The company stock fell 14.93%, or $0.10, to close at $0.57 Friday (Pink Sheets: UGSI).

On Thursday, when the closing was announced, the company's stock gained 11.67%, or $0.07, to close at $0.67.

In the private placement, the company issued shares at $0.08 apiece to Wynnefield Partners Small Capital Value, LP I; The Water Fund, LP; and DHW Water Partners.

Based in Poway, Calif., Underground Solutions develops underground infrastructure and pipeline rehabilitation methods.

DOR's stock up 15.63%

A day after announcing a $6 million equity line agreement with Fusion Capital Fund II, LLC, and on positive clinical trial news for the company's orBec product, DOR BioPharma, Inc.'s stock jumped 15.63% Friday.

The stock ended up $0.05 to close at $0.37 (AMEX: DOR).

On Thursday, when the equity line was first announced, the company's stock gained $0.05 to settle at $0.32.

"Probably a little of both," said one market source when asked if the equity line or the news impacted DOR's stock. "Obviously the cash infusion does help them so that's going to be a boost. The other stuff [news of the phase 3 trial] seemed to help them out a bit as well."

On Friday, the company announced that a phase 3 clinical trial of orBec produced similar survival results as its phase 2 trial.

The drug orBec is used to treat gastrointestinal graft-versus-host disease in bone marrow transplant patients. The phase 3 trial found that the drug provides a 70% reduction in deaths among those patients.

"These new findings give credence to our belief that orBec has a positive effect on survival in this patient population," said Michael Sember, DOR's president and chief executive officer, in a statement released Friday afternoon. "Since we missed our primary endpoint in the pivotal trial, the [Food and Drug Administration] has told us that a very high emphasis would be placed our survival data. While the new preliminary phase II survival results were not a prospectively defined endpoint, they are nonetheless supportive and corroborate the results from our pivotal phase 3 clinical trial."

Under the terms of the equity line, Fusion Capital agreed to buy shares of DOR over the course of 15 months at a price equal to the then-current market price at the date of sale without a fixed discount - provided the price per share does not drop below $0.12.

Based in Miami, DOR is focused on treatments for cancer and the side effects of cancer therapy.


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