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Published on 10/18/2005 in the Prospect News PIPE Daily.

Sonus wraps $15.7 million PIPE with Schering; Avanir Pharmaceuticals ready to settle direct deal

By Sheri Kasprzak

New York, Oct. 18 - Sonus Pharmaceuticals, Inc. led PIPEs news Tuesday with a private placement concluded as part of a licensing agreement for the drug Tocosol Paclitaxel with Schering AG.

Sonus sold to Schering 3.9 million shares at $4.02 each, the company's closing stock price on Oct. 14. As of July 27, the company had 21,418,668 outstanding common shares.

For an additional $0.125 per underlying share, Schering also received warrants for 975,000 shares, exercisable at $4.42 each for five years.

The offering was announced early Tuesday, and Sonus's stock responded with a gain of 21.92%, or $0.89, in pre-market trading. However, the company's stock settled up 8.37%, or $0.34, at $4.40 before losing $0.06 in after-hours trading.

As part of the licensing agreement, Sonus will receive an upfront fee of $20 million and milestone payments of up to $132 million upon achievement of certain U.S., European and Japanese clinical and regulatory milestones.

The product at the center of the licensing agreement, Tocosol Paclitaxel, will undergo initial pivotal trails in metastatic breast cancer.

"We are delighted to have reached this agreement with a leading global player in the pharmaceutical industry," said Michael Martino, Sonus's president and chief executive officer, in a statement. "Schering's global capacities in clinical and regulatory development, strategic marketing, sales and manufacturing are world-class and combined with their commitment to the growth of our oncology business makes them an outstanding partner for Sonus."

Martino did not immediately return requests for further comment on the offering.

"The collaboration with Sonus Pharmaceuticals strategically complements our innovative and extensive internal pipeline of systemic and targeted cancer therapies and reinforces our strong commitment to oncology," said Carlo Montagner, head of Schering's global business unit oncology, in a statement.

Moving to its earnings, Sonus sustained a net loss of $4,090,749 for the quarter ended June 30 compared to a net loss of $3,761,412 for the same quarter of 2004.

Based in Bothell, Wash., Sonus develops therapeutic drugs for cancer and related diseases.

Avanir raises $16.15 million

Looking elsewhere in the biopharmaceutical sector, San Diego-based Avanir Pharmaceuticals has secured definitive agreements from institutional investors for a $16.15 million direct offering of stock.

The company intends to sell 6.1 million class A shares at $2.65 each, the company's closing stock price on Oct. 17.

On Aug. 4, the company had 108,358,925 outstanding common shares.

The shares will be sold under Avanir's shelf registration.

After the offering was announced early Tuesday afternoon, the company's stock gained $0.17, or 6.42%, to finish at $2.82.

Avanir reported a net loss of $8,207,544 for the quarter ended June 30. For the same period in 2004, the company sustained a net loss of $6,617,493.

Avanir develops therapeutic treatments for chronic diseases.

Opti Canada leads energy deals

A jump in oil prices on Monday amid concerns over the latest in a slew of hurricanes prompted a small inundation of energy offerings, mainly in Canada.

Calgary, Alta.-based Opti Canada Inc. led the pack with a C$30,187,500 offering of 575,000 flow-through shares.

The deal is being brought to market by a syndicate of underwriters led by RBC Capital Markets and is set to close by Nov. 2.

The proceeds will be used for Canadian exploration expenses on properties in the Athabasca area of Alberta.

The company's stock gained C$0.78, or just less than 2%, to end at C$40.23 Tuesday.

Vancouver, B.C.'s TrueStar Petroleum Corp. was another oil explorer introducing a new PIPE deal Tuesday.

The company priced a $5 million unit offering of 18,443,879 units at $0.2711 each.

The units include one share and one half-share warrant. The whole warrants allow for the purchase of another share at C$0.40 each for two years.

Fox-Davies Capital Corp. is the placement agent.

Proceeds will be used for development programs, debt repayment, working capital and general corporate purposes.

TrueStar's stock remained unchanged at $0.30 Tuesday.

Finally, another Calgary oil company, G2 Resources, arranged a C$4 million deal.

The company intends to sell 4,444,445 flow-through shares at C$0.90 each through placement agent Acumen Capital Finance Partners Ltd.

G2 is also planning to raise another C$4.35 million in a non-brokered offering of 388,888 flow-through shares at C$0.90 each and 5,333,333 units at C$0.75 each.

The units include one class A share and one warrant. The warrants are exercisable for another class A share at C$1.00 each for one year.

The proceeds from the offerings will be used for capital expenditures on the Kaybob, Kakwa, Mega and Morningside properties in Alberta.

A market source familiar with the natural resources sector said Tuesday that the sudden increase in energy offerings is related to Monday's higher oil prices. On Monday, oil prices jumped $1.73 to close at $64.36 per barrel. Even though oil prices sank on Tuesday, the interest for oil deals may still be high, the sellsider said.

"There's still some interest," he said. "[The] window will be open just because investors are waiting to see what this hurricane will do to oil, if anything."

Oil prices dropped $0.96 Tuesday to settle at $63.40 per barrel.

Colombia Goldfields' $1.05 million deal

Moving away from oil, Vancouver-based gold company Colombia Goldfields, Inc. settled a $1,055,250 unit offering on Tuesday.

Twenty-three investors bought 4,221,000 units at $0.25 each.

The units are comprised of one share and one warrant. The warrants allow for the purchase of another share at $0.50 each for one year.

"The proceeds from this financing are primarily being used to pay for the first-year exploration and development program on our recently option Carmanta gold concessions," said Daniel Hunter, Colombia's chief executive officer, in a statement. "This is a gold project that has already had approximately $9 million spent on it during the mid-1990s by a previous operator who was forced to leave the country amidst a period of civil strife.

"We are optimistic that our experienced team of local geologists has a solid understanding of the previous operator's exploration work. We believe that the political climate in Colombia has changed markedly since Alvaro Uribe has been president. Our management's opinion is that his commitment to reforms aimed at encouraging foreign investment in the mining sector while reducing the state's role as a producer of minerals has made Colombia a very desirable place to explore and develop advanced gold properties."

On Tuesday, the company's stock lost $0.02 to close at $0.85.

Crew Gold stock slips 4.7%

Elsewhere in gold, a day after word that it plans to close a $150 million convertible bond offering and conduct another stock deal for between $150 million and $200 million, Crew Gold Corp.'s stock dipped slightly.

On Tuesday, the company's stock dropped $0.07 to end at $1.41.

When the private placements were announced Monday, the London-based gold exploration company's stock gained $0.08, or 5.71%, to close at $1.48.

The two deals are part of Crew's plan to acquire Guinor Gold Corp.

The bonds are convertible into common shares at NOK 12.16 apiece.

Crew also plans to sell shares at no less than NOK 9 each in a separate private placement, though the exact terms of that deal have not yet been reached.

Under the terms of the acquisition, Crew plans to buy all of Guinor's outstanding shares at C$1.50 each.


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