VaxGen gears up to close $26.95 million PIPE; American Vanguard gets direct placement for $23.4 million

By Sheri Kasprzak

New York, Feb. 9 - VaxGen, Inc.'s stock advanced Thursday as the company announced its plans to settle a $26.95 million private placement of stock.

The company plans to close the offering of 3.5 million shares at $7.70 each on Feb. 10. The shares are priced at a 19% discount to the company's closing stock price of $9.50 on Thursday.

The group of accredited investors buying the shares will also receive warrants for 700,000 shares, exercisable for five years at $9.24 each.

After the deal was announced Thursday afternoon, VaxGen's stock gained 20 cents, or 2.15%, to close at $9.50 (Pink Sheets: VXGN).

Punk, Ziegel & Co. is the placement agent.

Brisbane, Calif.-based VaxGen is a biopharmaceutical company focused on treatments for human infectious diseases like smallpox and anthrax.

Elsewhere in the PIPE market Thursday, American Vanguard Corp. closed a $23.4 million direct stock offering with a group of institutions.

The investors bought 1.04 million shares sold under the company's shelf registration at $22.50 each.

The company had 18,283,857 outstanding shares as of Nov. 7, 2005.

Stonegate Securities, Inc. and Goldsmith & Harris, Inc. were the placement agents.

"Since filing the company's shelf offering last year, we have considered various financing alternatives to best suit American Vanguard's long-term strategy," said Eric Wintemute, the company's chief executive officer, in a statement. "Given the recent rise in interest rates, we felt it was prudent to raise equity to reduce the debt incurred to complete our November acquisition of the Phorate insecticide business from BASF, the largest acquisition in the company's history. Accordingly, we will bring our debt-to-equity ratio to a lower level.

"This transaction was completed with eight prestigious institutional investors, thus further strengthening our shareholder base. Importantly, the equity raise also provides more financial flexibility as we continue to actively pursue acquisitions in line with our growth strategy."

The settlement of the offering was announced Thursday afternoon, sending the company's stock down 13 cents, or 0.5%, to end at $25.95 (Amex: AVD).

According to the company's latest earnings statement, American Vanguard raised $5,268,000 in net income for the quarter ended Sept. 30, 2005, compared with net income of $3,988,000 for the same quarter of 2004.

"Net sales for the third quarter 2005 increased by 26% to $49,745,000 from $39,624,000 in the same period of 2004," said the earnings report. "The [increased] sales levels were achieved through growth (primarily attributable to higher sales volume) across the vast majority of the company's product lines. There were not unusual or infrequent events or transactions outside of the ordinary course of business, which materially impacted net sales."

Based in Newport Beach, Calif., American Vanguard develops products used for crop protection and management.

Crossfire prices C$10 million deal

Crossfire Holdings Inc. headed up Canadian private placement offerings, pricing a C$10 million stock deal Thursday.

The company plans to sell up to 10 million shares in the offering.

The proceeds will be used for the acquisition of three Alberta-based private oilfield services companies, including Waylan Maintenance Ltd., Pro-V Industries Inc. and Dynacor Fabricators Inc.

Any proceeds from the placement not used for the acquisitions will be used for working capital and for capital expenditures.

The company's stock remained unchanged at C$0.305 Thursday (TSX Venture: CFE).

Calgary, Alta.-based Crossfire acquires and develops oil and natural gas service and technology companies.

Vaaldiam raises C$7.5 million

Elsewhere in Canadian natural resources offerings, Vaaldiam Resources Ltd. settled a C$7.5 million private placement.

The company sold 7,777,778 special warrants at C$0.90 apiece and 476,191 flow-through special warrants at C$1.05 each.

Each special warrant is exchangeable on a one-for-one basis for shares once a registration statement covering the underlying shares is declared effective.

The offering was placed through a syndicate of underwriters led by Wellington West Capital Markets Inc. and Westwind Partners Inc.

The company's stock remained unchanged Thursday at C$1.30 (TSX Venture: VAA).

Proceeds will be used to advance the company's Brauna and Duas Barras projects in Brazil and on the Hotish property in Quebec. The remainder will be used for working capital.

Toronto-based Vaaldiam is a diamond exploration company.

In other Canadian resources activity, Forum Development Corp. priced a C$4,075,000 offering through a syndicate of agents led by Dundee Securities Corp.

The offering includes up to 5 million flow-through shares at C$0.50 each and up to 3.5 million units at C$0.45 each. The units consist of one share and one half-share warrant. The whole warrants are exercisable at C$0.55 each for 18 months.

The syndicate has a greenshoe for up to 1 million flow-through shares and up to 1 million units.

On Thursday, the stock closed down 1 cent to end at C$0.46 (TSX Venture: FDC).

Based in Vancouver, B.C., Forum is a coalbed methane exploration and development company.

Terax Energy stock edges up

Terax Energy, Inc.'s stock advanced Thursday after the company closed a $16,007,000 private placement on Wednesday.

The company's stock climbed 4 cents, or 1.58%, to end at $2.57 Thursday (OTCBB: TERX).

On Wednesday, when the deal closed, the company's stock slipped 4.53%.

The company issued units at $1.25 each to an institutional investment manager and four accredited investors.

Based in Dallas, Terax is a natural gas exploration, development and production company.

U.S. Gold stock up 5.8%

U.S. Gold Corp.'s stock made some gains Thursday after the greenshoe on its previously announced $50.4 million PIPE was exercised, pulling the proceeds up to $75.15 million.

The company's stock moved up 29 cents, or 5.86%, to end the day at $5.24 (OTCBB: USGL).

On Wednesday, U.S. Gold's stock lost 3.7% after the placement priced after the close of the market on Tuesday.

U.S. Gold plans to sell subscription receipts at $4.50 each. On Thursday, the company said a greenshoe was exercised on the offering, bringing the number of receipts up for grabs to 16.7 million.

Each receipt is exchangeable on a one-for-one basis for units of one share and one half-share warrant once the company files a registration statement covering the underlying shares.

Based in Lakewood, Colo., U.S. Gold is a gold exploration company.

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