StemCells awaits completion of $35.84 million direct stock deal; Syntax-Brillian raises $15 million

By Sheri Kasprzak

New York, April 3 - StemCells, Inc. saw its stock plummet Monday after announcing it plans to settle a $35,837,500 direct placement of stock.

The stock fell 12.85%, or 46 cents, to close at $3.12 (Nasdaq: STEM) after the deal was announced Monday morning. During the 2005 fourth quarter, the highest closing stock price had been $5.53 and the lowest was $3.40.

A group of institutional investors agreed to buy 11.75 million shares at $3.05 each.

As of March 7, the company had 65,402,682 outstanding common shares.

The shares will be sold under StemCells' shelf registration.

UBS Investment Bank is the placement agent.

Proceeds will be used for capital expenses, strategic purposes, product development, working capital and general corporate purposes.

"The new [deal] would have been better if it was nearer to the close last week," said one buyside source, but added that he was not overly concerned. Rather, he said he was pleased that the company now has "money in its pockets."

Another buysider said late Monday that he isn't a big fan of StemCells.

"It's really hard to feel good about a company that just isn't producing," he said. "We really don't care for them [StemCells]."

StemCells reported total revenues of $205,914 for the year ended Dec. 31, 2005, compared with revenues of $141,034 for the same period of 2004. The compared reported a net loss of $11,738,350 for year-end 2005, compared with a net loss of $15,330,299 for 2004.

Located in Palo Alto, Calif., StemCells is a biotechnology company focused on developing stem cell treatments for nervous system diseases.

Moving away from the biotech sector, Syntax-Brillian Corp. wrapped a $15 million stock offering Monday, selling 3 million shares to Taiwan Kolin Co. Ltd.

Syntax-Brillian had 45,013,587 outstanding common shares as of Feb. 14.

Brean Murray, Carret & Co., LLC was the placement agent.

The offering is part of a strategic agreement between the two. The purchase brings Kolin's ownership of Syntax-Brillian to 12.5%.

"Syntax-Brillian's extraordinary global accomplishments in both LCD and LcoS HDTV technologies provided a unique timing opportunity to restore our level of participation in their inevitable HDTV success," said Christopher Liu, Kolin's president, in a news release.

"This investment by our strategic partner further demonstrates their confidence and commitment to us, while at the same time providing necessary resources to bring these remarkable opportunities to fruition."

The investor will also receive warrants for 750,000 shares, exercisable at $5.00 each.

The company's stock fell 3 cents to close at $4.39 Monday (Nasdaq: BRLC).

Located in Tempe, Ariz., Syntax-Brillian manufactures high-definition televisions.

Trinity raises $8.5 million

Elsewhere in PIPEs Monday, Trinity Learning Corp. settled an $8.5 million convertible debenture deal to help repay part of its current credit facility with Instream Investment Partners, LLC.

The 15% debentures are due March 31, 2010 and are convertible into common shares at $0.25 each.

The investors received warrants for 13.6 million shares, exercisable at a price equal to 120% of the closing price on the day before closing for one year.

On Monday, the stock gained a penny, or 5.88%, to settle at $0.18 (OTCBB: TTYL).

Based in Carrollton, Texas, Trinity provides certification and professional training services.

Masters Energy prices C$6.1 million PIPE

Moving to Canada, Masters Energy Inc. negotiated a C$6.1 million private placement of flow-through shares.

The shares, priced a C$6.10 each, are being sold through a syndicate of underwriters led by FirstEnergy Capital Corp. and GMP Securities LP.

Masters' stock fell 19 cents on the day, or 3.89%, to settle at C$4.70 (Toronto: MSY).

Proceeds will be used for a portion of the company's 2006 exploration program.

The deal is scheduled to close April 21.

Calgary, Alta.-based Masters is an oil and natural gas exploration company.

Oil prices gained 11 cents Monday to close at $66.74 per barrel after slipping on Friday.

Zecotek's C$5 million offering

Looking to the tech sector in Canada, Zecotek Medical Systems Inc. priced a deal for up to C$5,000,400 and at least C$3,000,600.

The deal includes up to 5,556,000 and at least 3,334,000 units of one share and one half-share warrant at C$0.90 each. The whole warrants are exercisable at C$1.30 each for 18 months.

The offering includes a greenshoe for up to 15% of the units included in the offering.

Proceeds will be used for research, development and working capital.

Zecotek's stock closed unchanged at C$1.50 Monday (TSX Venture: ZMS).

Based in Vancouver, B.C., Zecotek develops bio-photonics technologies used for high-resolution medical imaging and optical surgery.

Exploration Co.'s stock advances

After setting a $31.5 million PIPE priced at a 15.5% discount to market, The Exploration Co.'s stock rebounded, gaining 3.29%.

The stock closed up 37 cents on Monday to end at $11.61 (Nasdaq: TXCO).

On Friday, when the deal was announced, the company stock fell 9.57%, or $1.19, to close at $11.24.

In the placement, institutional investors agreed to buy stock at $10.50 each, a 15.5% discount to the company's $12.43 closing stock price on March 30.

A.G. Edwards, Inc. and Harris Nesbitt Corp. were the placement agents for the deal.

Proceeds will be used for drilling at the Glen Rose Porosity and San Miguel tar sand plays in the Maverick Basin, fund drilling on its Marfa Basin property in Texas and fund the acquisition of a drilling rig. The remainder will be used for general corporate purposes.

Located in San Antonio, The Exploration Co. is an oil and natural gas exploration and development company.

Tanganyika stock improves

After pricing a private placement on Friday and correcting the price per share on Monday, Tanganyika Oil Co. Ltd.'s stock moved up slightly on Monday, gaining 0.71%, or 10 cents, to end at C$14.20 (TSX Venture: TYK).

In the placement, Tanganyika plans to sell 4.3 million shares at C$13.83 each - a 5% premium to the company's C$13.10 closing stock price on March 30.

On Friday, the stock gained C$1.00, or 7.63%, to close at C$14.10.

Ohman J:or Fondkommission AB and GMP Securities LP were the placement agents for the deal.

Proceeds will be used for the development of oil and natural gas properties in Syria and for general corporate purposes.

Based in Calgary, Alta., Tanganyika is an oil and natural gas exploration company.

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