Pearl Exploration increases deal to C$110.25 million one day after pricing

By LLuvia Mares

New York, Oct. 4 - It was another day of smooth sailing in the PIPEs market Thursday, with Pearl Exploration and Production Ltd. making headlines after the company announced it is increasing the size of its bought-deal private placement of shares to C$110.25 million from C$100 million. The upsizing came just one day after the deal priced Wednesday.

The company now will sell 29.4 million common shares, up from 26,666,667 shares. The price remains unchanged at C$3.75 apiece.

The company's stock (TSX Venture: PXX) closed at C$3.83 Thursday, down $0.07 from Wednesday's C$3.90 close.

As previously reported, GMP Securities LP will be the lead underwriter of a syndicate that includes Canaccord Adams Ltd.

Proceeds will be used to fund the acquisition of PetroHunter Energy Corp.'s heavy oil assets and Pearl's ongoing development programs as well as for general working capital purposes.

Pearl is an oil and gas company based in Calgary, Alta.

Rocmec closes C$818,600 second tranche

Rocmec Mining Inc. announced it has completed the second tranche of a private placement of units, raising C$818,600. The deal was announced on May 31 and is slated to raise up to C$4 million.

"Rocmec is very pleased to be renewing its relationship with MineralFields Group," said Donald Brisebois, company president and chief executive officer, in a press release. "This is an important milestone in the growth of Rocmec and we look forward to working with MineralFields Group as we develop our holdings."

In the first tranche, which closed on Sept. 14, the company sold 1,666,665 flow-through units at C$0.18 apiece for C$300,000. Each unit consists of one flow-through common share and one transferable non-flow-through warrant. Each two-year warrant will be exercisable at C$0.25 for the first year and C$0.30 for the second.

In the second tranche, Rocmec sold 4,547,777 flow-through units at the same price and on the same terms.

The company's stock (TSX Venture: RMI) closed at C$0.1650, down from Wednesday's C$0.17 close, the stock has dramatically dipped from its May 31 close at C$0.21.

MineralFields Group is the investor.

Limited Market Dealer Inc. will be paid a 2% cash finder's and finder's shares equal to 2% of the units sold and finder's options equal to 10% of units sold. The options are issued under the same terms as the warrants in the deal.

Proceeds will be used for development.

Based in Pointe-Claire, Quebec, Rocmec is a precious metals exploration company.

Ceramic Protection sells $1.7 million

Ceramic Protection Corp. raised $1.7 million from the private placement of a non-convertible secured debenture and warrants.

"I am very pleased to announce that the corporation has placed an additional $1.7 million debenture with a

significant shareholder of the corporation," said Steve Giordanella, company chief executive officer. "The funds will be used for general working capital purposes and to further the corporation's focused strategy to secure continuing opportunities for growth."

The debenture was placed with affiliates of Fairholme Capital Management, LLC. The investors are significant shareholders of Ceramic Protection.

For each $10 of face value of the debenture, the investors received a warrant for one share. The warrants are exercisable at C$7.50 each for two years.

The debenture matures in two years and bears interest at 12% per year. There is no prepayment penalty.

The company sold $3.4 million of debentures on similar terms on Aug. 30.

Ceramic Protection's stock (Toronto: CEP) closed at C$7.61 on Thursday, down C$0.81 from Wednesday's C$8.42 close.

Ceramic Protection is a Sunrise, Fla.-based manufacturer of materials for the ballistic-protection market.

CarBiz settles $2.3 million

CarBiz Inc. closed two private placements of convertible debentures for a total of $2.3 million, according to an 8-K filing with the Securities and Exchange Commission.

"This new credit facility provides CarBiz with capital to aggressively grow our chain of 'buy-here pay-here' automotive dealerships that is now 26 strong," said Carl Ritter, company chief executive officer, in a news release.

The company sold a $1.5 million secured convertible debenture with warrants to Trafalgar Capital Specialized Investment Fund and $800,000 of unsecured convertible debentures with warrants to CarBiz insiders and related parties.

The debentures carry similar terms, but CarBiz will not begin to repay the principal on the insider debentures until after the Trafalgar debenture is repaid.

All of the debentures bear interest at 11% per year, compounded monthly. They are convertible into common stock at the lesser of $0.22 and 85% of the lowest daily closing bid price of the company's stock for the five trading days before conversion.

The Trafalgar debenture will mature on Sept. 26, 2009. For that tranche, two months' interest was paid at closing, and interest only will be payable monthly for the first eight months. Beginning in June 2008, CarBiz will also be required to make increasing principal payments each month.

Trafalgar also received three-year warrants for 2 million shares. One-quarter of the warrants are exercisable at $0.01 per share, one quarter at $0.10 per share, one quarter at $0.15 per share and one quarter at $0.22 per share.

The debentures issued in the insider financing will mature on Dec. 1, 2011.

Of that deal, $600,000 was completed on Oct. 1 and the remainder will settle on Oct. 5.

Interest on the unsecured debentures will accrue for the first two years. After that, it will be payable monthly. Monthly principal payments will begin on Oct. 1, 2009, and the balance will be due at maturity.

The insiders also received three-year warrants for 1,066,667 shares. One-quarter of their warrants are exercisable at $0.01 per share, one quarter at $0.10 per share, one quarter at $0.15 per share and one quarter at $0.22 per share.

CarBiz's stock (OTCBB: CBZFF) closed at $0.33, down $0.03 from Wednesday's $0.36 close.

Based in Sarasota, Fla., CarBiz provides software, training and consulting solutions for the automotive industry.

Living Cell plans A$9.8 million

Living Cell Technologies Ltd. said it has signed a non-binding letter of intent with NaviGroup Management Ltd. for a A$2.4 million private placement of shares. One or more placements may follow for a total of up to A$9.8 million.

"We are pleased to receive support from an international investor such as NaviGroup," said Paul Tan, company chief executive officer, in a press release. "This transaction broadens our shareholder base and demonstrates confidence in DiabeCell's clinical development and potential as a treatment for type 1 diabetes."

In this deal, the company will sell 22.4 million ordinary shares at A$0.11 each to NaviGroup. Subsequent tranches may offer the shares at a different price, priced at the lower of A$0.20 or 80% of the 30-day average closing price of Living Cell's ordinary shares on the Australia Stock Exchange.

The company's stock (Australia: LCT) closed at A$0.15 on Thursday, down from Wednesday's A$0.16 closing.

Proceeds will be used for working capital.

Based in Victoria, Australia, Living Cell develops live cell therapies used to replace or repair damaged human tissues.

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