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Published on 3/27/2009 in the Prospect News PIPE Daily.

ATW Gold plans 7.2 million unit sale; Taseko announces deals; Petaquilla Minerals to raise $40 million

By Stephanie N. Rotondo

Portland, Ore., March 27 - The bulk of private placement deals coming to market on Friday came from the mining sector, with several coming from companies out of Vancouver, B.C.

ATW Gold Corp. is aiming to raise C$4.5 million by placing 7.2 million units. More than half that investment will come from Sprott Asset management Inc.

Meanwhile, Taseko Mines Ltd. hopes to raise C$25 million through two deals, one a non-brokered private placement and another an underwritten deal via a short-term prospectus.

Petaquilla Minerals Ltd. will issue convertible notes to raise $40 million, the company announced. Existing noteholders have an option to participate in the placement by exchanging their notes for the new issue.

Evergreen Energy Inc. will sell up to $15 million in promissory notes, according to a regulatory filing. Also, Clarient Inc. is planning to raise $50 million through a placement of convertible preferreds to one investor.

ATW plans unit sale

ATW Gold, a Vancouver, B.C.-based gold exploration company, is planning a C$4.5 million private placement of 7.2 million units.

The units will consist of one common share and one half-warrant. Each unit will sell for C$0.62. Whole warrants are exercisable at C$0.80 for one year, according to a press release.

Of the funds, C$3.5 million will come from Sprott Asset Management Inc. Proceeds will be used for working capital purposes as the company increases production at its Burnakura Gold Mine. Production began on March 3 and the company recorded its first gold pour on March 27.

"ATW Gold Corp. welcomes Sprott Asset Management Inc. as a significant shareholder of our company," Graham Harris, chairman of ATW Gold, said in the release. "This financing ensures that we have adequate working capital through the initial production phase at the Burnakura Gold Mine."

Furthermore, ATW announced that it was canceling a convertible debenture offering originally announced on Feb. 19. The company did not give a reason for the cancellation.

ATW's stock (TSX Venture: ATW) lost $0.375, or 46.88%, to close at C$0.77.

Taseko announces two deals

Taseko Mines announced a C$5 million non-brokered private placement Friday, along with a C$20 million underwritten offering.

Under the terms of the both deals, Taseko will sell common stock at C$1.45 per share. Settlement is expected April 15.

Brian Bergot, manager of investor relations for Taseko, told Prospect News that the company was very happy with the negotiated terms.

"Our share price is up quite a bit in the last couple weeks with the price of copper," he said. "The key thing in this environment is to be able to raise that type of money speaks well about the stock and what people believe about our prospects."

Taseko's stock (Toronto: TKO) dropped $1.25, or 71.02%, to C$1.54.

Taseko is a Vancouver, B.C.-based mineral and metals exploration and production company.

Petaquilla to raise $40 million

Mining company Petaquilla Minerals is looking to raise up to $40 million via a private placement of 15% convertible senior secured notes, according to a press release.

Each $1,000 note is convertible into common stock at C$2.25 per share. The notes mature in two years and are repayable at 110%.

Also, holders of the previously issues series 1, B and C notes have the option to exchange their notes for those in the new offering, up to approximately $24.2 million. The remaining proceeds from the placement will be used to continued development of the company's Molejon Gold Project in Panama.

Petaquilla's stock (Toronto: PTQ) traded at C$0.365 on Thursday.

Petaquilla is a Vancouver, B.C.-based gold mining company.

Evergreen to issue notes

Denver-based coal refiner Evergreen Energy arranged an up to $15 million private placement of 10% senior secured convertible promissory notes, according to a regulatory filing published late Thursday.

The notes, which mature on Dec. 20, 2009, will be sold in three tranches of $5 million. The first tranche closed on March 20 and the second is expected to settle by April 3. The third tranche is an optional part of the deal.

The notes are convertible into common stock at $3.65 per share.

The company has the option to repay the notes at any time. If prepaid before June 20, the rate is 105. The prepayment rate is 110 between June 20 and Sept. 20, and 115 thereafter.

Kevin Collins, Evergreen's CEO, said that the financing will act as a bridge until the company can monetize assets.

"I think this was a very prudent measure on our part. We wanted to maintain some flexibility, especially in a time of much uncertainty and just wanted to have some dry powder in case we need it in the coming months," Collins said during an investor conference call on Friday.

Evergreen's equity (NYSE: EEE) slipped a nickel, or 4.31%, to $1.11.

Clairent aims for $50 million

Clarient will sell $50 million of convertible preferred shares to Oak Investment Partners, the company said in a regulatory filing.

Under the terms of the three-tranche deal, the preferreds are convertible at $1.90 each, with one preferred equaling four common shares. After one year from issuance, the shares are automatically convertible if Clarient's equity has traded above $4.75 per share for 20 days in a 30-day period. After four years, any unconverted shares are convertible at $7.60 per share.

"Our transaction with Oak is of significant value to shareholders," Ron Andrews, Clarient's chairman and CEO, stated in a press release. "It will allow the retirement of most of the company's outstanding debt, avoid approximately $11.0 million in interest expense and fees for the remainder of 2009, provide added resources to fuel growth and will move Clarient closer to the goal of sustained profitability at the net income level. Four years ago, Clarient embarked upon a new anatomic pathology and molecular testing strategy with no laboratory revenues, and financing alternatives were few and expensive. But today, Clarient is in a very different situation. We are rapidly approaching a $100 million annual revenue run rate and positive cash flow, which has allowed us to secure more favorable financial terms, thereby enabling our robust revenue growth to reach the bottom line.

"We are pleased to be able to add a prestigious partner such as Oak to our investor base and believe that their deep expertise in life sciences and anatomic pathology will benefit our shareholders as we execute the next phase of our growth strategy," he continued. "The anticipated remaining cash available related to this transaction with Oak, along with availability under our securitized borrowing facility with Gemino, should provide us with sufficient working capital to continue the implementation of our growth strategy."

"Our investment strategy targets health care companies that deliver solutions designed to enhance the quality of care in the health care delivery system," said Ann H. Lamont, managing partner at Oak.

Lamont, as well as Andrew W. Adams, a vice president at Oak, have been nominated to Clarient's board of directors.

"We view Clarient as a leader in cancer diagnostics and believe that its deep expertise and strong relationships with pathologists, oncologists and pharmaceutical partners enables it to provide better, personalized care to the patients it serves. We are very excited to partner with Clarient as we believe it has achieved significant strategic, financial, and operational accomplishments over the past four years, and think the company is extremely well-positioned as it enters the next phase of its growth strategy," Lamont said.

Clarient's stock (Nasdaq: CLRT) gained 41 cents, or 24.12%, to $2.11. Market capitalization is $131 million.

Clarient is an Aliso Viejo, Calif.-based biotechnology company.


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