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Published on 12/18/2007 in the Prospect News PIPE Daily.

Northern Continental plans C$1.54 million; Xfone to sell $25.4 million

By LLuvia Mares

New York, Dec. 18 - In the mining sector, Northern Continental Resources Inc. plans to raise another C$1.54 million through an additional private placement of units with the MineralFields Group and 49 North Flow-Through LP.

"There are two reasons why we did a flow-through," said Douglas Hickey, company vice president of corporate communications.

"First, money has to be spent on the ground and secondly, there is a Canadian tax incentive. With the tax deferment, if you buy [shares] at C$0.40, you get a write-off at 40%. There are certain funds set up for flow-through shares and Minerals is one of the them."

A similar deal with MineralFields priced on Nov. 26 and settled Dec. 11.

In this placement, the company will sell C$1.5 million in flow-through units to the MineralFields Group and C$40,000 of the units to 49 North.

The company is selling a total of 3.85 million flow-through units of one flow-through share and one half-share warrant at C$0.40 per unit. Each whole warrant will be exercisable at C$0.60 for one year.

The company's stock (TSX Venture: NCR) closed at C$0.27 on Tuesday, down C$0.01 from Monday's C$0.28 close.

Proceeds will be used for exploration.

"We have a project that we will be drilling this winter with that funding, that's our focus," said Hickey. "It's a large project and highly prospective. It's one piece of ground, but by the size, it's about five to six mining projects."

Northern Continental is a mineral exploration company based in Vancouver, B.C.

Xfone plans $25.4 million

Xfone, Inc. aims to expand business with its plan to raise a $25.4 million private placement of unsecured bonds and warrants.

"This financing combined with the previous $5.85 million equity investment by various investors as well as $6.6 million in new equity from certain NTS shareholders provides a solid capital structure for the closing of the NTS acquisition in January," said. Guy Nissenson, company chief executive officer, in press release.

"This combination of debt and equity resulted in favorable interest rates and a strong combined balance sheet with over $40 million in equity. We look forward to closing the acquisition and driving growth and enhanced profitability in 2008."

Israeli financial institutions will be the investors.

The bonds will be linked to the Israeli Consumer Price index. They will bear interest at 8% per year until they are listed for trade on the Tel Aviv Stock Exchange and at 8% per year thereafter.

The investors will also receive warrants for 956,020 shares, exercisable at $3.50 for four years.

Between this placement and the $8.06 million private placement of units that was previously reported, Xfone plans to raise a total of $33.4 million to finance its acquisition of NTS Communications, Inc.

Xfone's stock (Amex: XFN) closed at $3.05 on Tuesday, down $0.03 from Monday's $3.08 close.

Settlement of both deals depends on approvals from the American Stock Exchange and the Tel Aviv Stock Exchange and on the closing of the acquisition.

Shareholders approved the acquisition at an annual meeting on Dec. 17.

Based in Jackson, Miss., Xfone is a holding company that provides international voice and data communications services with operations in the United Kingdom, the United States and Israel.

Titan negotiates $21.3 million

Titan Pharmaceuticals, Inc. will be developing new products with proceeds from a planned $21.3 million private placement of stock.

"The company plans to use the funds for research and product development activities, as well as for other general corporate purposes," said Jennifer Cortes, company spokesperson.

The company will sell 13.3 million shares at $1.60 per share and five-year warrants to buy 6.65 million additional shares at an exercise price of $2.00 per share to a group of institutional investors.

Titan's stock (Amex: TTP) closed at $1.55 on Tuesday, down $0.05 from Monday's $1.60 close.

Canaccord Adams Inc. and Rodman & Renshaw, LLC are the placement agents in the transaction.

San Francisco-based Titan is a biopharmaceutical company focused on the developing treatments for central nervous system disorders, cardiovascular disease, bone disease and other disorders.

South American Gold gets C$3.84 million

South American Gold and Copper Co. plans to refurbish its plant now that it has raised C$3,842,800 in a private placement of units.

"The financing from Latin American investors allows us to begin the refurbishment of the plant, which was partially damaged by snow load in 2005," said Patrick Esnouf, company president, in a press release.

"We expect to achieve this by May 2008 and plan to get back into production in a favorable pricing environment. The mine previously ran at its peak of 220 tpd but at a time when the gold price was $390 to $442 per ounce."

"The current plan is to start production at 50 tpd and to increase production gradually as we increase proven and probable reserves from the development of the Esperanza adit and as development of the mine proceeds," he said.

The fully subscribed deal priced on Nov. 22.

The company sold 92,375,000 units at C$0.0416 apiece. Each unit consists of one common share and one half-share warrant. Each whole warrant will be exercisable at C$0.06 until Dec. 17, 2009.

Proceeds will be used to restart the company's Pimenton gold mine and for general corporate purposes.

Based in Toronto, South American is a gold and copper exploration company.

Oro sells C$2.43 million units

Also in the mining sector, Oro Gold Resources Ltd. raised C$2.43 million in a non-brokered private placement of units.

"We are currently advancing our properties, drilling and getting acquisitions and that's what we are working on right now," said Darren Bahrey, company president. "We will not be needing acquisitions in the near future, but we will be at some point next year ... we are definitely looking at acquiring acquisitions."

The oversubscribed deal priced on Nov. 16 for C$1.88 million.

The company sold 3,236,599 units at C$0.75 per unit. It had originally planned to sell 2.5 million units at that price. Each unit consists of one common share and one half-share warrant. Each whole two-year warrant will be exercisable at C$1.00 for the first year and at C$1.25 thereafter.

Oro's stock (TSX Venture: OGR) closed at C$0.65 on Tuesday, down C$0.08 from Monday's C$0.73 close.

Proceeds will be used to define and expand the gold resource at Oro's Trinidad property in Sinaloa, Mexico.

Vancouver, B.C.-based Oro is a gold exploration company with 13 projects in Mexico and Panama.

Finavera pockets C$1.1 million

Finavera Renewables Inc. said now that it completed the C$1.1 million in the first tranche of a non-brokered private placement of units, it can start looking into future financing.

"We essentially went with two tranches because that's when the money came in," said Myke Clark, vice president and public relations director. "The market has been watching us closely and we wanted to assure them that we would be getting this financing."

"In the long-term, we will be looking into other financing, the details haven't been nailed down yet but we are looking for an upturn in the market right now," he said. "We are also always looking for acquisitions, we just don't have anything right now."

The deal priced for up to C$2 million on Dec. 7. In the initial tranche, Finavera issued 11 million units.

Finavera's stock (TSX Venture: FVR) closed at C$0.14 on Monday and did not see any activity on Tuesday.

The company plans to sell up to 20 million units at C$0.10 apiece. Each unit will consist of one common share and one warrant, with each warrant exercisable at C$0.15 for one year.

Based in Vancouver, B.C., Finavera develops projects and technology in the clean renewable energy sector.


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