Vista Gold prices $7.77 million unit offering; oil fears push PIPE issuance down

By Sheri Kasprzak

New York, Aug. 26 - Vista Gold Corp. led private placement news Friday with word that it plans to raise $7,776,000 in a private placement of units.

The Littleton, Colo.-based gold project acquisition company intends to sell up to 2.16 million units at $3.60 each

The units include one share and one warrant. The warrants allow for another share at $4.10 each for two years.

As of Aug. 12, the company had 18,218,022 common shares outstanding.

Proceeds will be used to acquire additional projects, maintain current projects and pay for administrative costs.

According to the company's latest earnings statement, it sustained a net loss of $1.45 million for the quarter ended June 30. The company had a net loss of $1,391,000 for the same quarter in 2004.

On Friday, Vista's stock slipped $0.03 to close at $3.55.

Looking to the broader PIPE market, volume remained lower than usual as fears of higher oil prices continued to haunt sell-siders.

Oil prices, however, took a hit on Friday as the threat to oil activity from Hurricane Katrina abates in the Gulf of Mexico. Prices sank $1.36 to close at $66.13 per barrel.

One market source said that even though oil was down again on Friday, the damage, as far as the PIPE market is concerned, had already been done on Wednesday when oil prices skyrocketed.

"There was just this expectation that [oil] would be going back up again," he said. "Even the expectation kept [issuers] away."

Stocks dipped Friday as well, which gave some potential issuers pause, another sell-sider said.

Following lackluster consumer confidence data, the Dow Jones Industrial Average lost 53.34 to end at 10,397.29; the Nasdaq composite index fell 13.6 to close at 2,120.77, and the Standard & Poor's 500 index edged down 7.29 to settle at 1,205.10.

"Issuers who would normally be out there are taking another look at stocks and the data coming out," said one sell-sider. "It's not a trend; I wouldn't call it that. I expect by early next week, things will pick up again. There's still incredible demand."

IWT Tesoro raises $5 million

Elsewhere in private placements Friday, IWT Tesoro Corp., a Westport, Conn.-based building materials production company, raised $5 million from a partially convertible term note.

The 1.5% note matures Aug. 25, 2008.

A portion of the note is convertible into common shares at $2.74 each. IWT had 11,701,102 outstanding common shares as of Aug. 12.

Laurus Master Fund Ltd. subscribed for the note and received warrants for 511,883 shares. The warrants are exercisable for five years at $3.15 each.

Proceeds from the deal will be used for working capital.

IWT Tesoro may be tapping the private placement market again this year to earn more working capital. According to its latest earnings statement, the company has an existing line of credit of $25 million, which will be used to provide working capital for the growth of inventory, but more funds may be sought elsewhere.

"We believe that the working capital required to finance the necessary growth in inventory will be provided by our existing line of credit," the earnings statement said in part. "We expect to raise additional capital, either debt or equity, through both the public and private markets, during 2005. However, we cannot assure anyone that we will be able to obtain outside capital, or if we do, that it will be on terms beneficial to us."

The company has seen an increase it is net income over the past year.

IWT Tesoro reported net income of $164,312 for the quarter ended June 30, compared to a net loss of $66,786 for the same quarter in 2004.

The company's stock closed unchanged at $2.65 Friday.

Moto closes C$21.6 million offering

An Australian gold exploration company led Canadian offerings on Friday with the completion of a C$21.6 million deal.

Moto Goldmines Ltd. sold 3.2 million units and 4.8 million subscription receipts at C$2.70 each. The total proceeds raised include a greenshoe exercised by placement agent Haywood Securities Inc. for C$2.7 million.

The units consist of one share and one half-share warrant. The whole warrants allow for the purchase of an additional share at C$3.25 each through Aug. 27, 2007.

Each subscription receipt is exchangeable for one share and one half-share warrant once the company receives shareholder approval. The warrants associated with the receipts are also exercisable at C$3.25 each through Aug. 27, 2007.

The company, based in Perth, Western Australia, plans to use the proceeds for a feasibility study and mine development on the company's gold project in the Democratic Republic of Congo. The rest will be used for working capital.

Moto's stock finished unchanged at C$3.07 Friday.

ADB prices C$1.2 million deal

Elsewhere in Canada, ADB Systems International announced its plans to raise C$1.2 million in a convertible debenture offering.

The five-year debentures bear interest at 11% annually and are convertible into units at C$0.15 each.

The units include one share and one warrant. The five-year warrants are exercisable at C$0.20 each.

PowerOne Capital Markets Ltd. is the placement agent.

After the offering was announced late Friday, the company's stock gained 3.23%, or half a cent, to close at C$0.16.

The proceeds will be used for sales activities in North America.

"Funds raised through this arrangement will be used to continue building our business," said Jeff Lymburner, the company's chief executive officer, in a statement. "In particular, they will be used to support our North America activities, including the sales efforts of our joint venture with GE Commercial Finance, and a number of customer application development projects currently under way."

Toronto-based ADB is an asset lifecycle management company focused on the oil, gas government, health care, manufacturing and financial services sectors.

Regeneration stock slips slightly

After announcing the pending closing of a $23.94 million private placement Thursday, Regeneration Technologies Inc.'s stock dipped 0.11% Friday.

The company's stock lost a penny to close at $9.50.

On Thursday, when the deal was first announced, the company's stock lost $0.04 to end at $9.51 but gained $0.03 in after-hours trading.

Regeneration plans to issue 2.8 million shares at $8.55 each.

Alachua, Fla.-based Regeneration makes allograft and xenograft tissue into shaped implants for orthopedic, cardiovascular and other surgeries.

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