Metretrek stock dips on $28.17 million PIPE; energy issuers return to market

By Sheri Kasprzak

New York, March 29 - Metretek Technologies, Inc. led PIPE activity Wednesday as the company announced the imminent completion of a $28,175,672 stock offering.

Some institutional and accredited investors plan to buy 2,012,548 shares at $14.00 each. The price per share is a 17.5% discount to the company's closing stock price of $16.97 on Tuesday.

On the news, the company's stock (Amex: MEK) slipped 5.6%, or 95 cents, to close at $16.02 on Wednesday.

The deal is expected to close in the coming week, and the proceeds will be used for debt repayment, capital expenditures and working capital.

Metretek concluded another private placement in May 2004, selling 3,510,548 common shares for proceeds of $10,883,000.

Looking to the company's latest earnings statement, Metretek reported a net income of $2,334,389 for the year ended Dec. 31. For year-end 2004, the company reported a net loss of $3,243,540.

Denver-based Metretek provides data management and energy measurement tools to the natural gas sector.

Elsewhere in PIPEs, despite an ease in oil prices on Wednesday, a surge in prices on Tuesday sparked some activity among energy issuers Wednesday.

Oil prices settled down 34 cents to close at $65.73 per barrel. On Tuesday, oil climbed $1.91 to end at $66.07 per barrel, its highest level in about two months.

Wednesday's drop wasn't enough to discourage the issuers, according to one market source.

"Just consider this," said the sellsider. "At the beginning of the month, oil was right around $62 [per barrel]. The levels now are pretty good. Energy stocks are still strong enough to draw some interest."

Of the offerings announced Wednesday, Cordy Oilfield Services Inc., which provides services to the energy sector, priced a C$50,000,400 offering as part of its acquisition of Sphere Drilling Fluids Ltd.

The placement includes 11,628,000 shares at C$4.30 each, a 2% discount to the company's C$4.42 closing stock price on Tuesday.

A syndicate of underwriters led by TD Securities Inc. has a greenshoe for up to 1,744,200 additional shares.

On Wednesday, the company's stock gained 7 cents, or 1.58%, to settle at C$4.49 (TSX Venture: CKK).

The acquisition is expected to cost $9 million with half of the purchase price being paid by the issuance of stock at C$4.30 each.

The purchase is expected to close May 31.

The proceeds not used for the Sphere acquisition will be used for the finalization of its acquisition of Wiebe Construction and for general corporate purposes.

Cordy is based in Calgary, Alta.

Another energy company, Eternal Energy Corp., settled the second tranche of a $5,938,000 unit deal for $4,333,000.

In the second tranche, the company issued 8,666,000 units of one share and one warrant. The warrants are exercisable at $1.00 each for two years.

The first tranche, for $1,605,000, or 3.21 million units, closed March 8. When the first tranche closed, Eternal's stock closed at $1.22.

When the closing was announced Wednesday evening, the stock gained 2 cents to end at $1.29 (OTCBB: EERG).

Based in Littleton, Colo., Eternal is an oil and natural gas exploration company.

Texas Gas raises C$1.5 million

After settling a private placement for less than it bargained earlier this month, Texas Gas & Oil Inc. is back in the game with a C$1.5 million non-brokered offering, which is also being conducted as part of its reverse takeover agreement with Legend Power Systems Inc.

In the most recent placement, Texas plans to sell 1 million special warrants, which are exchangeable for shares of Legend Power once the takeover is settled.

All of the proceeds from the deal will be advanced to Legend Power to be used for working capital.

On March 10, the company completed a scaled-down private placement for C$948,605, also connected to the reverse takeover. The company had initially intended to raise C$1.25 million.

The company announced its plans to conduct the reverse takeover in April 2004. Once the takeover is completed, the company's name will be changed to Legend Power Canada Inc.

Legend distributes a technology called the Electrical Harmonizer to connect the total facility electrical load at its source.

Based in Vancouver, B.C., Texas Gas is an oil and natural gas exploration company.

Royal Laser prices C$40 million PIPE

In other Canadian private placements, Royal Laser Corp. negotiated a C$40 million offering of 32 million subscription receipts at C$1.25 apiece.

The receipt price is a 6% discount to the company's C$1.33 closing stock price on Tuesday.

The offering is being conducted as part of Royal Laser's Venture Steel Inc.

The receipts are exchangeable for one share of Royal Laser once the acquisition is completed.

The private placement is scheduled to close April 13.

The stock gained 7 cents, or 5.26%, to end at C$1.40 (Toronto: RLC).

A syndicate of underwriters led by Canaccord Adams Inc. has a greenshoe for up to C$10 million in receipts.

Under the terms of the acquisition, Royal Laser has agreed to pay C$43.5 million, of which C$2.5 million is payable in shares, to Ruben Rivas, Venture Steel's majority shareholder.

The acquisition is expected to close April 28.

Royal Laser, located in Toronto, manufactures custom metal and wood products for the retail in-store development sector.

Gold prices advance

As gold prices gained $1.30 to end the session at $568.30 per ounce, gold activity in the private placement market also got a boost.

Gateway Gold Corp. arranged a C$4 million offering of 3.2 million special warrants. The special warrants, priced at C$1.25, a 13.2% discount to the company's C$1.44 closing stock price Wednesday.

Each special warrant is exchangeable for units of one share and one half-share warrant once the company receives shareholder approval.

The whole warrants are exercisable at C$1.60 each for one year.

Placement agent Haywood Securities Inc. has a greenshoe for up to 800,000 additional special warrants.

The offering is expected to close April 21.

Proceeds will be used for exploration on the company's Nevada properties and for working capital.

On March 1, Gateway priced a C$10 million private placement of 8 million units at C$1.25 each. The units include one share and one half-share warrant. The whole warrants are exercisable under the same terms as the present offering.

Gateway's stock advanced 2 cents, or 1.41%, to close at C$1.44 (Toronto: GTQ).

Based in Vancouver, B.C., Gateway is a gold exploration company.

Another gold explorer, Bandera Gold Ltd., wrapped a C$1.75 million non-brokered PIPE of 10 million units.

The units consist of one share and one warrant with each warrant exercisable at C$0.25 each. The unit price is a 60.6% discount to the company's closing stock price of C$0.445 on Wednesday, and the strike price of the warrants is a 43.8% discount to the same closing stock price.

After the deal was announced Wednesday afternoon, Bandera's stock fell 1.11%, or half a cent, to close at C$0.445 (TSX Venture: BGL).

Located in Edmonton, Alta., Bandera is a gold and diamond exploration company.

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