Canadian private placement issuance powered by oil; Producers prices C$80 million deal

By Sheri Kasprzak

Atlanta, March 7 - Private placement volume in the United States remained flat Monday even as oil prices boosted issuance north of the border.

Oil gained $0.11 Monday to close at $53.89 per barrel, a gain that helped Canadian oil companies with deals to offer, according to one Canadian sell-sider.

"As I've mentioned before, the better oil prices are, the better energy stocks are and that certainly is incentive for energy companies to get their deals into the market," said the Canadian sell-sider. "Oil has really taken off this past week, so expect to not only see more deals from energy companies, but deals that are priced well."

Meanwhile, in the United States, issuance remained flat.

"There's really nothing in particular," said one U.S.-based sell-sider when asked why volume stalled. "Just low volume today."

The Dow Jones Industrial Average lost 3.69, after posting gains for most of the day, to close at 10,936.86; the Nasdaq composite index gained 19.60 to close at 2,090.21 and the S&P 500 edged up 3.19 to close at 1,225.31.

Heading up action north of the border Monday was an C$80 million offering from Producers Oilfield Services Inc.

The company announced its plans to head to the private placement market with 10 million subscription receipts at C$8 each.

The receipts are exchangeable for one share upon the closing of its acquisitions of H.L. Powell Trucking Ltd. and Swanberg Bros. Trucking Ltd.

"It looks good," said one market source who had seen the deal. "They have just reported some strong earnings [for the fourth quarter] and I think investors will receive this deal well."

Even so, the company's stock dipped C$0.30 to close at C$8.50 Monday.

The deal is being placed through a syndicate of underwriters led by TD Securities Inc.

Based in Calgary, Alta., Producers Oilfield is an energy services company. It plans to use the proceeds from the private placement to partially fund its acquisitions of H.L. Powell and Swanberg Bros., two private companies providing oilfield trucking and services to oil and gas companies. If the acquisitions do not close before May 31, Producers will be obligated to repurchase the subscription receipts.

Genius raises $10.3 million

Genius Products, Inc. completed a $10.3 million private placement of stock.

The company sold 6,518,987 shares at $1.58 each to three institutional investors.

The investors in the deal also received warrants for 1,303,797 shares at $2.56 each for half of the shares and $2.78 each for the other half. The warrants expire in five years.

"It's a big discount," said one market source. "We're talking a 32% discount from Friday's close [of $2.34]. The warrants are probably what saved the deal for them. The warrants look good, but the pricing is low. I think companies in this sector are struggling a little bit now and this company is no exception. Their stock proves that."

On Monday, the company's stock closed down $0.16 at $2.18.

Cappello Capital Corp. and Roth Capital were the placement agents.

Based in Solana Beach, Calif., Genius Products produces entertainment products, including DVDs and CDs. The proceeds will be used for working capital.

Petrobank raises C$9.75 million

Petrobank Energy and Resources Ltd. wrapped a private placement for C$9.75 million to fund part of an acquisition.

The company sold 3 million shares at C$3.25 each to Richardson Capital Ltd.

The offering was part of Richardson's acquisition of 16% interest in Petrobank's subsidiary Whitesands Insitu Ltd. for C$14 million.

Between the acquisition and the private placement, Petrobank realized proceeds of C$23.75 million.

Petrobank will retain an 84% interest in Whitesands.

"Richardson Capital Ltd. has a well-known track record of making successful investments in early stage oil sands companies," said the company's chief executive officer John Wright in a statement. "We are delighted to have them as an investor in both Petrobank and Whitesands. We hope to leverage their financial depth and our technical and operational strengths to launch THAI [Toe to Heel Air Injection] into the Canadian oil sands."

TD Securities Inc. and Tristone Capital Inc. were the placement agents.

Based in Calgary, Alta., Petrobank is a petroleum exploration and development company.

The company's stock closed up C$0.18 at C$4.07 Monday.

Trinity raises C$8.6 million

Trinity Plumas Capital Corp. said it has raised C$8.6 million from a C$15.57 million private placement.

The company sold 10,117,647 units at C$0.85 each. The units include one share and one half-share warrant.

The whole warrants allow for an additional share at C$1.30 each for two years.

The deal was first announced Dec. 22 as a C$12.75 million deal of up to 15 million units. Once all of the subscriptions are received, the deal will be oversubscribed and proceeds will total C$15.57 million.

"The strong demand for units, the over-subscribed status and the pending final closing of our private placement puts our company in excellent financial position to aggressively pursue its business strategy," said Trinity's chief executive officer Robert Chamberlain in a statement.

"In addition to the capital provided by this private placement, we anticipate drawing down on our $30 million Bank of America facility in the near future," said Bill Rhea, the company's chief operating officer in a statement.

He added that the company is finalizing its capital expenditure and well development program in the Barnett Shale for the next six to 12 months. It expects to drill one well per month this year. Now that it is fully funded, Trinity Plumas intends to exercise certain options for up to 4,000 extra acres, along with pipeline access, and to pursue acquisitions.

Fox-Davies Capital Ltd. is the underwriter in the offering.

Based in Vancouver, B.C., Trinity is an oil, gas and gold exploration company.

On Monday, the company's stock closed down C$0.02 at C$1.08.

Pluristem closes $3.23 million deal

Pluristem Life Systems Inc. wrapped up a private placement for $3.23 million.

The company issued, in several tranches, total of 32.3 million units at $0.10 each. The units include one share and one warrant.

The warrants allow for an additional share at $0.30 each for one year.

"This interim funding provides working capital that is crucial to maintaining the company's forward momentum as it strives to achieve its short-term growth objectives," said Yossi Keret, the company's chief financial officer, in a statement. "This funding also provides us with the requisite capital to achieve immediate and necessary goals while pursuing a larger funding mechanism that is necessary for our planned entry into the clinical trial process."

Based in Haifa, Israel, Pluristem is a biotechnology company focused on stem cell research. The proceeds will be used for working capital and to develop the company's stem cell expansion technology.

On Monday, Pluristem's stock closed up $0.03 at $0.30.

Cordia gets $1.5 million

Cordia Corp. closed a $1.5 million private placement of series A convertible preferred stock.

The company sold 1.5 million shares of preferreds at $1 each to Barron Partners LP.

The preferreds are convertible into common shares at $1 each and do not pay dividends.

The investor also received warrants for 750,000 shares at $2 each through March 3, 2008and 750,000 shares at $4 each through March 3, 2009.

"It looks right on to me," said one market source of the offering. "Its stock is up, which is a good sign. It indicates to me that it went well."

"We appreciate the recognition by Barron of the value and opportunity that we have been able to create at Cordia," said Patrick Freeman, the company's president and chief executive officer, in a statement. "This private placement, along with our recently signed long-term agreements with Qwest and Verizon, will enable us to continue to grow our communications businesses and expand the breadth of our integrated service offerings."

Based in Orlando, Fla., Cordia develops and provides integrated Web services and applications primarily to the telecommunications industry. Proceeds from the offering will be used for general corporate purposes.

Corida's stock closed up $0.38 at $1.36 Monday.

Soho closes deal with greenshoe

Soho Resources Corp. completed a C$1.5 million private placement, including a C$500,000 greenshoe.

The company issued a total of 3 million units at C$0.50 each.

The units included one share and one half-share warrant. The whole warrants provide for an additional share at C$0.60 each for two years.

"With a cash position of approximately C$1.7 million, Soho is well-positioned to complete the current reverse circulation drill program, secure a diamond drill and expand the exploration and development program on the Tahuehueto property," said the company's chief executive officer Ralph Shearing in a statement. "We are pleased with the support being given to us by our agent and to have institutional investors participate in this recently completed financing."

Haywood Securities Inc. was the placement agent.

Based in Vancouver, B.C., Soho is a gold and precious metals mining and exploration company. The proceeds from the private placement will be used for the development of the company's Tahuehueto Poly-Metallic project in Mexico and for working capital.

The company's stock closed unchanged at C$0.55 Monday.

Oxigene's stock makes gains

After announcing the closing of a $15,012,526 direct placement, Oxigene Inc.'s stock made gains Monday.

The company closed up $0.11 at $4.56.

On Friday, when the closing was first announced, the company's stock lost $0.88 to close at $4.45.

The company sold shares at $4.50 each.

The shares are being sold under Oxigene's shelf registration.

Based in Waltham, Mass., Oxigene is a pharmaceutical company focused on small-molecule therapeutics used to treat cancer and eye diseases.

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