Century Pacific raises $7.8 million from preferreds; PIPE volume gets boost as end of year approaches

By Sheri Kasprzak

New York, Nov. 28 - In a particularly high-traffic day for private placements, a $7,812,500 private placement completed by Century Pacific Financial Corp. led the lot as people headed back to work after the Thanksgiving Day holiday.

The Vero Beach, Fla.-based clothing manufacturer sold 578,125.58 shares of series A preferred stock to both institutional investors and high net-worth individuals at $13.5135 each.

The preferreds are convertible into common shares on a basis of one preferred for every 100 common shares.

The offering closed on Friday, and on Monday the company's stock climbed 59.09%, or 13 cents, to end at $0.35.

Century also issued warrants for 23,125,000 shares, exercisable at $0.216 each for five years.

Sanders Morris Harris Inc. was the placement agent.

As to its earnings, for the quarter ended June 30, the company reported a net loss of $9,172 compared with a net income of $70,318 for the same quarter of 2004.

In the broader PIPE market Monday, sellsiders said volume got a huge boost because of the holiday and because the end of the year is near.

"Everything is getting done now because it's almost the end of the year and [issuers] are looking to settle these things before then," said one market source on Monday. "I'd expect pretty decent volume from now until Christmas or thereabouts."

Another sellside source agreed.

"That sounds right to me," he said. "You also have a lot of things getting through that just didn't make it in before the holiday weekend. It'll probably slow down later this week. A lot of it is just backlog."

This sellsider said lower stocks on Monday may pull down volume a bit Tuesday.

The Dow Jones Industrial Average lost 40.90 to end at 10,890.72; the Nasdaq composite index slipped 23.64 to settle at 2,239.37, and the Standard & Poor's 500 composite index fell 10.79 to close at 1,257.46.

Hollywood Media's $7 million note deal

Elsewhere in the PIPE market Monday, Hollywood Media Inc. announced the completion of a $7 million offering of senior unsecured non-convertible notes due Nov. 23, 2006.

The 8% notes were issued to institutional investors, who also received warrants for 700,000 shares. The warrants are exercisable at $4.29 each for five years.

Based in Boca Raton, Fla., Hollywood Media provides entertainment-related content to businesses in the internet, media and entertainment sector.

On Monday, the company's stock lost $0.0301 to end at $4.2899.

Little Squaw raises $1 million

With many natural resources offerings in the pipeline on Monday, Spokane, Wash.-based Little Squaw Gold Mining Co. sealed a $1 million convertible debenture deal.

The 6% debentures, which mature on Nov. 21, 2008, were purchased by RAB Special Situations (Master) Fund Ltd., a fund managed by RAB Capital plc.

The debentures are convertible into common shares at $0.10 each.

The investor received warrants for 2.5 million class A shares, exercisable at $0.30 each for three years.

Strata Partners, LLC was the placement agent.

The company's stock gained 3 cents, or 13.64%, to end at $0.25 Monday.

"This is truly a seminal event in the long life of Little Squaw," said Jim Duff, the chairman of the company's board of directors, in a statement. "We have restructured this company from dormancy two years ago, we've put together a sterling management and board term, and we now have attracted our first institutional capital."

Proceeds will be used for exploration and development of the company's Chandalar, Alaska-based mining property. The rest will be used for working capital.

Little Squaw is a gold exploration company.

Delphi leads Canadians

Despite dropping oil prices on Monday, Delphi Energy Corp. led a large slate of Canadian energy deals, pricing a C$12,001,275 flow-through stock offering.

The deal is comprised of 1,678,500 flow-through shares at C$7.15 each placed through a syndicate of underwriters led by GMP Securities Ltd.

The syndicate has an over-allotment option for up to C$2 million.

Delphi's stock lost C$0.17 to end the day at C$5.58 Monday.

Proceeds will be used for exploration on the company's Canadian oil and natural gas properties.

The deal is slated to close in mid-December.

Based in Calgary, Alta., Delphi is an oil and natural gas exploration, development and production company.

One market source said Monday that many companies, especially energy companies, are offering up flow-through deals as the year draws to a close.

"Even though oil's going down, those flow-through provisions look really good to investors," he said, referring to the tax break connected to the flow-through securities. There are "loads of them out there and [they] probably will be very popular as oil prices slip a bit."

Oil prices dropped $1.36 on Monday to end at $57.36 per barrel on news of warmer winter weather.

Looking elsewhere in Canadian oil offerings, Tenergy Ltd., another Calgary-based oil explorer, priced a C$8 million offering of 833,334 flow-through shares at C$6.00 apiece and 652,174 non flow-through shares at C$4.60 each.

Acumen Capital Partners and GMP Securities Ltd. are the agents for the deal, which is expected to wrap on Dec. 15.

Tenergy's stock lost C$0.01 to settle at C$4.90 Monday.

Proceeds will be used for the company's drilling program on the Tenaka natural gas project in British Columbia.

Yet another offering comprised partly of flow-through shares was introduced Monday, this one from Vancouver, B.C.-based Dejour Enterprises Ltd.

The company plans to sell 2 million flow-through shares at C$1.05 each and 3.25 million units of one share and one half-share warrant at C$0.95 each.

The whole warrants are exercisable at C$1.10 each through Dec. 14, 2007.

There is an over-allotment option for up to 15% of the offering size.

The company's stock fell C$0.05 on Monday to close at C$1.00.

Proceeds will be used to escalate the company's 2006 exploration program on the Athabasca Basin in Saskatchewan, to create a reserve for further acquisitions and to provide working capital.

Capstone Gold's C$9.5 million offering

Moving to gold exploration, Vancouver's Capstone Gold Corp. arranged a C$9.5 million unit offering Monday.

The deal includes up to 10 million units at C$0.95 apiece.

The units are comprised of one share and one warrant. The warrants are exercisable at C$1.40 each for three years.

A syndicate of placement agents co-led by Pacific International Securities Ltd. and Salman Partners Inc. has an over-allotment option for up to 3 million additional units.

Proceeds will be used for development on the company's Cozamin copper-silver-zinc mine in Mexico. The rest will be used for initial funding of a new precious metals company and for general corporate purposes.

On Monday, the company's stock slipped almost 4%, losing C$0.04 to end at C$0.99.

A market source in Vancouver said gold prices are moving up to record highs, reaching roughly $500 per ounce.

"Good news for gold stocks, for certain," he noted.

Silver is also reaping the benefits of higher gold prices, he said.

In fact, MAG Silver Corp. priced a C$6.5 million offering of units on Monday.

That deal is comprised of up to 6.5 million units of one share and one half-share warrant. The full warrants are exercisable at C$1.35 each for 18 months.

Placement agent Pacific International Securities Inc. has an over-allotment option for up to 1.5 million additional units.

Proceeds will be used for working capital, mineral exploration and diamond drilling on the company's Mexican silver properties.

MAG is based out of Vancouver. On Monday, its stock fell C$0.05 to close at C$1.05.

American Oriental's stock slips

American Oriental Bioengineering Inc.'s stock fell 4.65% Monday after the company priced a $60 million unit offering before the Thanksgiving holiday.

The company's stock dipped C$0.24 to settle at C$4.92.

After the deal was announced on Wednesday, the company's stock dove 15.91%, or $0.95, to end at $5.02.

The company intends to sell units of one share and one warrant at $4.80 each.

Hong Kong-based American Oriental makes and distributes pharmaceutical and nutraceutical products.

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