Copano plans $335 million placement; X-Change settles $2.75 million; Diversinet closes $5 million

By LLuvia Mares

New York, Sept. 4 - Copano Energy, LLC plans to conduct a private placement of equity securities for $335 million.

The company will sell 4,533,324 common units at $34.66 totaling $157 million and 5,598,836 class E units at $31.77 per unit totaling $178 million.

"There was a pretty short lead time on negotiating and consummating the deal," said a company insider. "So the private placement was preferable to bridge financing for the company."

The class E units are priced at a discount to volume weighted average price for the 10-day period ending Aug. 30.

Institutional investors include lead investor Lehman Brothers MLP Opportunity, Fund LP and co-lead investor Zimmer Lucas Capital, LLC plus a number of other funds.

During the fourth quarter of 2008 the class E units will become entitled to a special quarterly distribution equal to 110% of the quarterly common unit distribution.

Proceeds from the deal will be used to help fund the company's $562.5 million acquisition of Denver-based Cantera Natural Gas, LLC, which was also announced Tuesday.

Houston-based Copano Energy is a natural gas company with natural gas gathering, intrastate pipeline and natural gas processing assets in Oklahoma and Texas.

X-Change wraps $2.75 million

X-Change Corp. subsidiary AirGATE Tech., Inc. settled a $2.75 million financing agreement with the possibility of an increase to $4.4 million.

"We are pleased to have this funding in place at this stage of our development as it demonstrates institutional commitment to our business plan," said George DeCourcy, company chief financial officer in a news release. "We continue our discussions with other interested institutional investors."

La Jolla Cove Investors was the investing company.

Proceeds will be used to expand AirGATE's sales and operations, to fulfill its existing and new contracts and to meet the company's growing demands.

Dallas-based X-Change specializes in wireless technologies.

Diversinet closes $5 million

Diversinet Corp. announced Tuesday it concluded a private placement of shares for $5 million.

Blue Cross of Northeastern Pennsylvania purchased 6,756,757 shares at $0.74 per share. No warrants were included in the deal.

"We have been doing business with Blue Cross of Northeastern Pennsylvania for sometime and we wanted to increase our relationship with them and they wanted to invest in the company," said a company insider. "This was more of a strategic investment that went smoothly."

Under the three-year agreement, Diversinet will receive $2 million annually as a minimum commitment from AllOne.

The company insider said the company will not be in the market for any other equity deals in the near future.

Proceeds from the sale will be used for working capital purposes.

Toronto-based Diversinet specializes in wireless data application and security infrastructure products and services.

Advanced concludes $12.55 million

Advanced Cell Technology, Inc. closed a $12.55 million private placement of debentures.

"This transaction represents a significant event for Advanced Cell Technology and reflects the growing recognition of the potential of the company's stem cell technology," said William M. Caldwell, IV, company chairman and chief executive officer, in a news release.

The deal was made with unnamed institutional and accredited investors.

The $10 million in proceeds will be used for clinical programs, general corporate purposes including additions to working capital and to finance certain costs related to its recently-announced plans to acquire Mytogen, Inc.

"The proceeds from this financing will allow ACTC to accelerate its development programs focused on novel therapies for diseases and indications that have few medical alternatives," he said. "Cardiovascular disease and regenerative retinal disorders represent substantial unmet medical needs that we believe our cell based therapies address."

Alameda, Calif.-based Advance Cell is a biotechnology company applying stem cell technology in the field of regenerative medicine.

Senesco sells $5 million convertibles

Senesco Technologies, Inc. negotiated a private placement for up to $5 million in secured convertible debentures with an 8% coupon.

Stanford Venture Capital Holdings, Inc. will purchase the debentures, which are convertible at a fixed price of $0.90 per share for two years as long as the company achieves operating milestones. After Jan. 31, 2008 or if the milestones are not reached, the debentures convert at the lower of $0.90 and 80% of the lowest daily VWAP for the five trading days before conversion.

Stanford Venture will also receive 150% warrant coverage. The warrants are exercisable for 8,333,333 shares of the company's common stock at $1.01 per share for series A warrants and $0.90 each for series B warrants.

The maturity date for the convertibles is Dec. 31, 2010.

New Brunswick, N.J.-based Senesco is a biotechnology company that has initiated preclinical research to trigger or delay cell death in mammals to determine if the technology is applicable in human medicine.

Terra Nostra raises $6.9 million, plans more

Terra Nostra Corp. announced Tuesday it completed a $6,895,165 private placement in senior secured convertible notes.

The principal and earned interest on the notes is convertible into the company's common stock at $1.75 per share. This first phase closing is part of a total $12.5 million offering to accredited investors.

The company will conduct a subsequent offering expected to range between $35 million to $50 million.

"This financing will provide us with the working capital to further expand our copper operations, to meet the continued demand emerging from the China economy," said George Chua, the company's chief operating

officer, in a news release. "Furthermore, we are very pleased at the opportunity to work together with institutional investors who possess a wealth of experience in the metals industry and the China market."

Los Angeles-based Terra Nostra is a copper and stainless steal producer in China.

Amish Naturals closes $6 million

Amish Naturals, Inc. concluded a $6 million private placement in a senior secured convertible note and common stock purchase warrants.

"We believe this funding from our institutional investor clearly reflects their confidence in Amish Naturals' mission," said Troy Treangen, company executive vice president, in a news release. "This partnership will allow us to broaden the current product line and further solidify the Amish Naturals brand."

The deal was brought to market by investment banking firm Wharton Capital Partners.

Holmesville, Ohio-based Amish Naturals produces organic foods.

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