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Published on 7/10/2006 in the Prospect News PIPE Daily.

The Knot walks down aisle with $50.18 million PIPE; Protalex pockets $15.17 million from stock sale

By Sheri Kasprzak

New York, July 10 - Wedding information provider The Knot, Inc. ended the day with an extra $50,187,500 from a private placement.

Funds and accounts managed by Ashford Capital Management, Inc.; Capital Research and Management Co.; and T. Rowe Price Associates, Inc. bought 2.75 million shares at $18.25 each, a 5.6% discount to the company's $19.34 closing stock price on Friday.

The Knot had 23,380,998 common shares outstanding as of May 5.

Allen & Co., LLC was the placement agent.

The offering was announced Monday morning and closed on Monday afternoon. By the end of the day, the stock had slipped by 2.95%, or 57 cents, to end at $18.77 (Nasdaq: KNOT). On Friday, the stock fell 46 cents to close at $19.34.

Melissa Bauer, a spokeswoman for the company, said The Knot was not commenting on the offering at this time.

Proceeds will be used for general corporate purposes.

In other news at The Knot, the company announced its plans to conduct a public offering of its stock to fund the cash portion of its acquisition of WeddingChannel.com, Inc. WeddingChannel.com, based in Los Angeles, also provides wedding information and planning tools.

According to the company's latest earnings statement, The Knot reported a net income of $1.69 million for the quarter ended March 31, compared with net income of $409,108 for the corresponding 2005 quarter.

New York-based The Knot provides online and print wedding information.

In the broader market, PIPE action picked up in spite of a mixed stock market.

"Here and there, you see things coming out," said one sellside market source of volume. "Stocks are still a little iffy, so we get spurts of things rather than steady volume. Some days are better than others."

After starting out with substantial gains, stocks ended the day mixed with the Dow Jones Industrial Average up 12.88 to end at 11,103.55 and the Nasdaq composite index down 13.13 to close at 2,116.93. The Standard & Poor's 500 composite index was up 1.86 to end at 1,267.34.

Protalex raises $15.17 million

In the biotech sector, drug maker Protalex, Inc. wrapped up a $15,177,533 private placement of 6,071,013 shares. The shares were sold at $2.50 each.

The investors, which included Dinesh Patel through vSpring Capital, Peter Tombros, Frank Dougherty and Victor Sloan, the company's chief medical officer, also received warrants for 1,517,753 shares, exercisable at $3.85 each through July 7, 2011.

Griffin Securities, Inc. and Carter Securities, LLC were the placement agents.

Proceeds will be used for working capital.

On Monday, the stock fell 8.11%, or 30 cents, to close at $3.40 (OTCBB: PRTX).

Based in New Hope, Pa., Protalex develops treatment for rheumatoid arthritis and autoimmune diseases.

BioSante deal emerges

In other biotech news, BioSante Pharmaceuticals, Inc. announced the imminent completion of a $7,625,956 private placement

A group of institutional and other investors agreed to buy 3,812,978 shares at $2.00 each. The price per share is a 9% discount to the company's $2.22 closing stock price on Friday.

The investors will receive warrants for 1,334,542 shares.

The warrants are exercisable at $2.75 each.

Rodman & Renshaw, LLC is the placement agent.

"We are pleased with this private placement and are gratified to welcome new institutional investors to BioSante," said Stephen Simes, the company's chief executive officer, in a news release. "In addition, we are happy to welcome back previous investors in BioSante, as well as additional investment by current BioSante stockholders.

"Among the investors in this private placement are Perceptive Life Sciences; Quogue Capital; Hunt BioVentures, LP; Mallette Capital Management, Inc.; and Valesco Capital Management and entities affiliated with Paramount BioCapital. We believe these strong investors will help increase the company's visibility in the investment community."

Proceeds from the deal will be used to progress Bio-E-Gel past approval of its New Drug Application currently under review by the Food and Drug Administration. The drug is used to treat menopausal symptoms. The proceeds will also be used to begin phase 3 clinical trials for LibiGel used to treat female sexual dysfunction.

The stock edged up by 1.35%, or 3 cents, to settle at $2.25 (Amex: BPA).

BioSante, based in Lincolnshire, Ill., develops hormone therapies for men and women.

Pacific Energy plans C$94.1 million PIPE

In Canadian private placement offerings, Pacific Energy Resources Ltd. priced a C$94.1 million offering of up to 62,733,333 units. The units are priced at C$1.50 each.

Each unit is comprised of one share and one half-share warrant with each whole warrant exercisable at C$2.00 for three years.

D&D Securities Co. is the placement agent for units sold in Canada.

The company's stock lost 8.57%, or 15 cents, to close at C$1.60 (Toronto: PFE).

Separately, the company is in talks with a major financial institution for a US$100 million term loan facility. The four-year term loan is expected to bear interest at the greater of Libor plus 700 basis points or 12%.

The funds from the placement and the term loan will be used for Pacific's acquisition of the Beta oil field from Aera Energy LLC. The proceeds not used for the acquisition will be used for working capital.

Long Beach, Calif.-based Pacific Energy Resources is an oil and natural gas acquisition and development company.

Trade Winds' C$5.25 million deal

Even as gold prices dropped along with oil prices, Trade Winds Ventures Inc. priced a C$5.25 million private placement of flow-through shares and units.

Gold prices dropped $8.70 to end at $626.10 per ounce. Oil prices also ended the day down, losing 48 cents at $73.61 per barrel.

The offering includes up to 2.5 million shares at C$0.50 apiece and up to 10 million non flow-through units at C$0.40 each.

The units consist of one share and one half-share warrant. Each whole warrant is exercisable at C$0.55 for two years.

Agent Octagon Capital Corp. has a greenshoe for up to 2.5 million units.

On Monday, Trade Winds' stock fell by 2.5 cents, or 6.17%, to end at C$0.38 (TSX Venture: TWD).

Proceeds from the flow-through shares will be used for exploration and development on the company's Detour Lake and Birch Lake properties in Ontario. The proceeds from the units will be used for exploration and development costs, property acquisitions, investments and working capital.

Trade Winds, based in Timmins, Ont., is a gold exploration company.

Another gold explorer, Goldmarca Ltd., wrapped a private placement for C$10.35 million.

The company issued 23 million units at C$0.45 each.

The units consist of one share and one warrant. The warrants are exercisable at C$0.55 each through July 7, 2007.

The placement was not brokered.

The stock closed down 2 cents at C$0.69 (TSX Venture: GML).

Based in Panama City, Panama, Goldmarca is a gold and base metals exploration company.

Sona Mobile stock jumps

Sona Mobile Holdings Corp.'s stock gained 12.68% after the company raised $10,165,993 from a private placement of stock late last week.

The stock gained 9 cents to end at $0.80 Monday after gaining 18.33%, or 11 cents, on Friday when the deal closed (OTCBB: SNMB). Sona's stock closed at $0.71 Friday.

A group of accredited investors led by Shuffle Master, Inc. purchased shares at $0.60 each.

New York-based Sona develops wireless software used in mobile devices.


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