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Published on 12/5/2007 in the Prospect News PIPE Daily.

Canada Energy downsizes to C$5 million; Superior Mining plans C$4 million; Helio negotiates C$5.25 million

By LLuvia Mares

New York, Dec. 5 - In order to avoid excessive dilution of its stock, Canada Energy Partners Inc. said it will raise $5 million in a non-brokered financing of flow-through shares.

The company canceled negotiations to raise a C$12 million private placement of stock, in response to a sharp drop in its stock price.

"We decide to raise less money to avoid the further dilution," said Eduard Epshtein, company chief executive officer.

"When we announced the C$12 million financing our share price was at $1.20. After that our share price went down to C$0.60 for the flow-through and C$0.52 for the hard dollars. We just didn't want to raise C$12 million at these price levels so now we are looking to C$5 million."

Epshtein said proceeds from the transaction will be used to continue production of the company's Peace River Coal Bed Methane project.

"For an exploration company like us, the only available option to raise capital is by equity issuance,' he said. "So that's why we did this private placement, to continue drilling exploration wells in British Colombia and also to drill water disposal wells for Peace River Coal Bed Methane Project and other general working capital."

The company's stock (TSX Venture: CE) closed at C$0.60 on Wednesday, down C$0.05 from Tuesday's C$0.60 close.

Based in Vancouver, B.C., Canada Energy Partners is an oil and gas company specializing in natural gas primarily from coal bed methane.

Superior Mining negotiates C$4 million

In other news, Superior Mining International Corp. plans to raise a C$4 million private placement of units.

"We are raising $4 million to drill exploration wells at the newly acquired property in South Africa and also for exploration work on newly acquired property in New Zealand," said Epshtein, who is a consultant to the company in addition to his role at Canada Energy Partners.

The company will sell 10 million units at C$0.40 each. The units consist of one common share and one half-share warrant with each whole warrant exercisable at C$0.60 for one year.

Superior Mining's stock (TSX Venture: SUI) closed at C$0.40 on Tuesday and did not see any activity on Wednesday.

"We are quite excited about our new properties and think they have great potential," he said.

Proceeds will be used for exploration, advancement and general working capital.

Vancouver, B.C.-based Superior Mining is a mineral exploration company focused on gold prospects in the central Witwatersrand region of South Africa.

Helio arranges C$5.25 million

In the mining sector, Helio Resource Corp. announced Wednesday it negotiated C$5.25 million in a non-brokered private placement of units after receiving a great offer from investors.

"We decided to do the private placement because it was offered at C$0.75 per share and we closed at C$0.68 on Tuesday," said Irene Dorsman, company manager of corporate communications. "And we don't have to pay any extra charges."

The company will sell 7 million units at C$0.75 each to Dundee Resources Ltd. The units consist of one common share and one half-share warrant with each whole warrant exercisable at C$0.85 for two years.

The warrants may expire sooner if, after June 30, 2008, the company's shares trade at C$1.25 or higher for 21 consecutive days. In that case, the warrants will expire 30 days after the company notifies holders.

The company's stock (TSX Venture: HRC) closed at C$0.73, up C$0.05 from Tuesday's C$0.68 close.

Proceeds will be used for general corporate working capital and advancement of the company's SMP gold project in Tanzania. The deal will settle on Jan. 15.

Based in Vancouver, B.C., Helio Resource is a mineral exploration company, focused on high-quality project generation in southern Africa.

Command Center wraps $10 million

In the technology sector, Command Center, Inc. completed a $10 million private placement of stock.

A group of institutional and accredited individual investors purchased 10 million shares at $1.00 per share and warrants to purchase 6.1 million additional shares at an exercise price of $1.25each.

MDB Capital Group, LLC was the placement agent.

Post Falls, Idaho-based Command Center provides on-demand employment solutions to businesses.

Rubicon takes in $2 million

Rubicon Financial Inc. said after closing the $2 million private placement, it will begin financing its new financial services division.

"This strategic investment further augments our ability to implement our business model and growth as a diversified financial services company," said Joe Mangiapane, company chief executive officer, in a press release.

"It is greatly rewarding to see our hard work and effort gain such recognition, as evidenced by the faith and confidence AMIN [American International Industries, Inc.] has shown in our business model through this investment."

The company sold 1 million restricted common shares at $2.00 per share to American International Industries, Inc. American International Industries paid for the shares with $1 million in cash and 200,000 of its restricted common shares.

Rubicon's stock (OTCBB: RBCF) closed at $3.60 on Wednesday, up $0.60 from Tuesday's $3.00 close.

Proceeds will be used for general working capital and to fund new financial service divisions.

Based in Irvine, Calif., Rubicon Financial is a holding company.

International Commercial gets $3.26 million

International Commercial Television, Inc. also pocketed some money Wednesday after closing a $3.26 million private placement of units.

The company sold 1,482,500 units at $2.20 apiece to Praetorian Capital Management LLC.

Each unit consists of one common share and one warrant, with each warrant exercisable at $3.00 for three years.

The company's stock (OTCBB: ICTL) closed at $2.14 on Wednesday, down $0.16 from Tuesday's $2.30 close.

Proceeds will be used for expanding inventory levels of the Derma Wand, purchasing additional television media, new product development, the Cell-Rx U.S. market launch and general working capital purposes.

Based in Bainbridge Island, Wash., International Commercial Television produces long-form and short-form infomercials, and sells its brands of advertised products directly to its viewing audience.

American Creek plans C$6.02 million

American Creek Resources Ltd. said it is looking to raise C$6.02 million in a private placement of units and stock.

The company will sell up to C$3.5 million in flow-through shares at C$0.55 per share and up to C$2.52 million in units at C$0.45 apiece. Each unit will consist of one common share and one non-transferable warrant, with each warrant exercisable at C$0.80 for one year.

Union Securities Ltd. will be the lead agent.

American Creek's stock (TSX Venture: AMK) closed at C$0.52 on Wednesday, up C$0.02 from Tuesday's C$0.52 close.

The deal will settle on Dec. 31.

Based in Raymond, Alta., American Creek is an aggressive junior mineral exploration company focused on the acquisition, exploration and development of gold and silver deposits.

OPEL prices C$25 million

In other news, OPEL International Inc. priced a previously announced C$25 million private placement of units.

The company will sell up to 16,666,667 units at C$1.50 each. The units consist of one common share and one half-share warrant with each whole warrant exercisable at C$1.90 for two years.

The offering will be conducted by a syndicate of agents led by Raymond James Ltd. and including Clarus Securities Inc., Canaccord Adams Inc. and IBK Capital Corp. The deal is expected to settle on Dec. 13.

The company's stock (TSX Venture: OPL) closed at $1.52 on Wednesday, down $0.06 from Tuesday's $1.58 close.

Based in Toronto, OPEL is a developer and supplier of concentrating photovoltaic panels.

Juma to take in $6 million

Also in the technology sector, Juma Technology Corp. arranged a $6 million private placement of senior secured convertible notes and warrants with Vision Opportunity Master Fund, Ltd.

So far, Juma has issued $3.1 million of the notes along with a warrant for 7.3 million shares and a warrant for 1 million shares. Both warrants will be exercisable at $0.90 for five years.

The company expects to sell the remaining notes in two more tranches, in March and June 2008. Each of those tranches will consist of a $1.45 million note.

The notes mature in 36 months and bear interest at 10% per year. They are convertible into common stock at $0.75 per share.

Juma's stock (OTCBB: JUMT) closed at $1.16 on Wednesday, up $0.01 from Tuesday's $1.15 close.

Interest will be payable quarterly.

Proceeds will be used to pay off a $350,000 line of credit from M&T Bank, to pay payroll and other employment-related expenses, and for general corporate purposes.

Based in Farmingdale, NY, provides voice, data and video applications for businesses.

Avantair gets $4 million

Avantair Inc. completed a $4 million private placement of series A convertible preferred stock.

"The proceeds of this equity offering will enable us to purchase core aircraft to accelerate our growth and significantly lower charter costs, thereby enhancing Avantair's competitive position," said Steven Santo, company chief executive officer, in a press release.

The company sold 40,000 shares of the preferreds at $100 each.

This placement carried the same terms as the $11.2 million private placement that Avantair announced on Nov. 14.

The preferreds bear dividends and 9% per year, payable quarterly. They are convertible into common stock at $5.15 per share.

The company's stock (OTCBB: AAIR) closed at $4.33 on Tuesday and did not see any significant change on Wednesday.

Proceeds will be used for working capital.

Avantair is fractional aircraft operator based in Clearwater, Fla.


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