Magna plans C$20 million private placement; Liberty Mines ups deal to raise C$11.4 million

By LLuvia Mares

New York, Sept. 13 - Magna Entertainment Corp. announced it has entered into an agreement with Fair Enterprise Ltd. to raise C$20 million in a private placement of class A stock.

The price per share will be the greater of either 90% of the volume weighted average price per class A share on Nasdaq for the next five trading days beginning on Sept.13, or $1.91, which is 100% of the volume weighted average price per class A share on Nasdaq for the five trading days preceding this announcement.

The placement is part of a series of transactions to cut the company's debt.

"This plan, unanimously approved by MEC's board of directors, has now firmly and publicly set us on a course to eliminate debt and improve operations," said Jerry Campbell, Magna Entertainment's lead director, in a press release. "Almost eight weeks ago, I sought out [former chief executive officer] Tom Hodgson to help MEC accelerate the pace of asset sales with a view to quickly and dramatically reducing MEC's debt."

Proceeds will be used to fund operations.

Campbell stated in the release the company expected to be debt free by the end of December.

"We have identified the assets to be sold outright as well as the strategic transactions involving other racing, gaming and technology operations that need to be completed to achieve our goal of being debt-free by the end of 2008," he said. "The next step is execution and I am pleased that we will continue to have Tom's support through this phase."

Closing is expected by the end of October.

Magna is a horse racetrack operator based in Aurora, Ont.

Liberty ups placements to C$11.4 million

Liberty Mines Inc. said its previously announced private placement of stock has been over-subscribed and consequently increased to C$9.98 million from C$8.55 million. The company also has increased its non-brokered placement of flow-through shares to C$1.43 million from C$450,000.

In the first deal, the company now will sell 3,500,000 flow-through common shares, up from 3,000,000 shares, at C$2.85 apiece. The 500,000 flow-through shares, up from 157,895 shares, in the second placement will be sold at the same price.

"Liberty has established an excellent rapport with the First Nations by understanding and respecting their traditional rights," said Gary Nash, company president. "We look forward to working with the First Nations at all of our projects and completing the IBA in a timely efficient manner."

As previously reported, Salman Partners Inc. is the agent for the first offering and will receive a cash commission equal to 6% of the gross proceeds from the first offering and warrants equal to 6% of the number of shares sold. The agent's warrants will be exercisable for common shares at C$2.85 for 18 months.

Proceeds will be used for exploration and development at the McWatters mine, the Hart nickel project, other projects in the Shaw Dome Nickel Belt and the Groves nickel copper PGM project.

Liberty Mines is a Timmins, Ont.-based mineral exploration and development company.

Sleep Holdings sells $2.3 million convertibles

Sleep Holdings, Inc. completed a $2.3 million private placement of convertible preferred stock and warrants.

Each preferred share is convertible into one share of common stock.

The warrant is exercisable at $1.35 per share for five years.

"As the need for diagnostics and therapy for sleep disorders continues to become a national health priority, Sleep Holdings has taken several steps to put the company in the position to become a leading provider of diagnostic services," said Roy Mers, the company chief executive officer in a press release. "The company sold 2,300,000 shares of series A convertible preferred stock and a warrant for 1,150,000 common shares."

According to the release, Mers stated the financing will provide the capital for the company's ongoing successful program of acquiring existing centers that can become an important part of the company's natural sleep center network.

Sleep Holdings is a sleep-disorder diagnostics company based in Dallas.

WaveForm completes C$5 million units

WaveForm Energy Ltd. announced that it has completed its previously announced C$5.005 million private placement of units.

The company sold 45,500,000 units at C$0.11 apiece. Each unit consists of one class A share and one warrant to purchase a flow-through class A share. Each warrant is exercisable at C$0.12 until Dec. 31, 2008.

Brookfield Bridge Lending Fund Inc. subscribed for 29,288,636 units and was paid a commission of 4%. Various participating brokers were also paid a 4% commission.

Proceeds will be used for exploration and general corporate purposes.

The securities have a four-month hold period.

WaveForm is an oil and gas exploration and development company based in Calgary, Alta.

Gulf Western sells convertibles, stock for $3.7 million

Gulf Western Petroleum Corp. (OTCBB: GWPC) raised $3.7 million from a private placement of stock, senior secured convertible notes and warrants.

The company issued a total of 1,500,000 common shares, $3.7 million principal amount of 15% notes and warrants for 3,461,538 shares.

"We are very pleased by the level of interest that we have received by Vicarage and its partners in Europe," said Sam Nastat, company president and director in a press release. "We look forward to working with Vicarage Capital and its high caliber of Funds to further develop our assets in the United States."

The notes mature on Sept. 10, 2008. They are convertible into common stock at $0.39 per share.

The warrants are exercisable at $0.26 for five years.

NCIM Ltd. invested $500,000, and Metage Funds Ltd. agreed to invest $3.2 million.

Of the Metage investment, $2.1 million was advanced to the company at closing on Sept. 10. The remaining $1.1 million will be paid when Metage receives evidence that Gulf Western's Frio well is capable of producing at least 225,000 cubic feet of natural gas per day, based on a log evaluation and on a natural production test conducted by an independent testing company.

Nastat stated in the release the financing proceeds will be used for the company's continued development of our Frio reserves in Dewitt and Lavaca Counties, Texas.

"We estimate that our initial Frio production will be delivered into sales lines within the next 15 days," he said. "We are also pleased to announce that we have begun the listing process for the TSX venture exchange."

Gulf Western is an oil and natural gas exploration and development company based in Houston.

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