GoFish to retire debt with $25 million deal; Bridge Capital lands Carpenter injection; Adamus takes loan

By Kenneth Lim

Boston, Dec. 4 - GoFish Corp. plans to retire its debt and fund its growth with $25 million of mostly venture capital.

Bridge Capital Holdings is selling $30 million of convertible preferreds to Carpenter Community BancFunds, which has been a recent active investor in regional banks.

Adamus Resources Ltd. negotiated a A$5 million convertible loan facility with Macquarie Bank Ltd.

GoFish hopes for $25 million

GoFish hopes to raise $25 million in a private placement of series A convertible preferred stock.

The preferreds will be sold to investors led by Panorama Capital, Rustic Canyon Partners and Rembrandt Venture Partners. The investors have committed $22.5 million with an option to invest an additional $2.5 million over the next few weeks.

Each preferred will be initially convertible into GoFish common stock at $0.20 per common share. GoFish common stock (OTCBB: GOFH) closed unchanged at $0.20 on Thursday. The company has a market capitalization of about $5.1 million.

The investors also will receive warrants to purchase common stock at $0.20 per share.

GoFish, which was advised by Frank Quattrone's Qatalyst Group, runs an internet video network with headquarters in San Francisco.

GoFish will use a portion of the proceeds to repay all of its outstanding debt and to cancel outstanding warrants.

As part of the preferred placement, Michael Jung, a partner at Panorama, Richard Ling, a partner at Rembrandt and Mark Menell, a partner at Rustic Canyon, will join GoFish's board of directors.

"GoFish has taken a unique approach to serving the needs of major brand advertisers struggling to capture attention of desirable audiences in an increasingly fragmented media landscape," Jung said in a statement. "They have demonstrated consistent execution and exceptional results over the past year."

Ling added: "GoFish represents an exceptional opportunity in the online advertising space, particularly at this time. Advertisers across the board will be uncompromisingly looking for efficiency and quality in the properties in which they will be willing to spend their limited resources. The team at GoFish represents a unique blend of talent and relationships that has built the type of solution we believe advertisers want to see."

Menell also stated that "in a very short period of time, GoFish has established itself as a leading online partner for brand advertisers seeking to reach one of the most sought after audiences."

"The company has a proven business model with some of the most experienced thought leaders in the digital media ecosystem at the helm," Menell said.

GoFish president Tabreez Verjee said in a press release that he was "thrilled to have the backing of such well-respected partners."

"This has been a year of significant growth and achievement," Verjee said. "Our new capital reinforces our solid position in the marketplace and provides for continued growth of capacity, products and revenue. We have built considerable momentum and increased share thus far with a small team and we believe we're poised to continue our growth in 2009."

The placement is important for the company because it will help to unburden the company's balance sheet, Verjee told Prospect News.

"We've been a public company for a couple of years, but we're still a relatively early-stage technology business, and usually most companies at this stage would still be private and backed by venture capital," he said. "The convertible debt offerings, they're on the balance sheet as debt, and one of the objectives was to obviously fund the business and grow the business, but the second objective was to clean up the balance sheet and get rid of all that debt. This gives us more than enough capital to do that."

GoFish currently has about $14 million of outstanding convertible debt, of which holders of about $5 million will exchange their convertible notes into series A preferreds. Some holders of the remaining convertible debt could also convert to the preferreds, and any leftover convertibles will be taken out, Verjee said. The company plans to disclose more details of those transactions in a filing with the Securities and Exchange Commission.

The addition of the new investors, who are usually venture capitalists, is a sign of confidence, Verjee added.

"We're very excited about all of the firms," he said. "All three of them, they're all venture capital firms and very long-term investors...The Panorama and Rustic folks have a tremendous amount of expertise in media and the internet and areas that are very relevant to us. Rembrandt, they have a great track record, and this is an area I think they've been wanting to get into."

The decision to sell preferreds was partly a consideration of the amount of money that would be invested in GoFish and the type of investors who were getting involved, Verjee said.

Raising capital under current market conditions was also tough, he said.

"In terms of the macroeconomic trends, they make it very difficult to raise money now," Verjee said. "It was definitely a challenging deal, but I think that just leads to the underlying value of the business."

Bridge Capital in Carpenter deal

Bridge Capital plans to raise $30 million in a private placement of convertible preferred stock with Carpenter Fund Manager GP, LLC.

The company will sell 300,000 preferreds, which are each convertible into 10 common shares at $10.00 per common share. Bridge Capital common stock (Nasdaq: BBNK) gained 4.76%, or $0.25, to close at $5.50 on Thursday.

Carpenter Fund Manager is the general partner of Carpenter Community BancFunds, which recently took an equity stake in Mission Community Bancorp in California.

Proceeds of the Bridge Capital deal will be used to strengthen the company's balance sheet and for general corporate purposes.

San Jose, Calif.-based Bridge Capital Holdings is the holding company for Bridge Bank, NA.

"We are pleased to raise additional equity in the current environment and believe that this strategic action is in the best long-term interests of our shareholders, clients, business partners, and employees," Bridge Capital president and chief executive Daniel P. Myers said in a statement.

"This additional capital will further strengthen Bridge Bank's already substantial financial position and, together with the $24 million of capital approved under the TARP program, positions Bridge Bank among the most well-capitalized banks in the industry. This strength will enable us to continue to provide economic support to businesses in the markets we serve and know well. The Carpenter Community BancFund is not only a source of capital for the company, but a strategic partner whose principals have a long-standing successful presence in supporting the commercial banking industry in California."

Carpenter founder and chief executive Edward J. Carpenter added: "We have known Bridge Bank, its board, and management since its founding in 2001 and are confident that the company will weather the current challenging environment well. This is a great opportunity for the Carpenter Community BancFund to work with a successful, well managed bank in a dynamic market. We look forward to working with management to build shareholder value as Bridge Bank continues to provide its unique brand of business banking to Silicon Valley business clients."

Adamus has A$5 million option

Adamus arranged a A$5 million convertible loan facility with Macquarie Bank.

Adamus may draw down the facility until Feb. 28, 2009. The facility will bear interest at 4% above the bank bill swap bid rate and mature on Nov. 28, 2010.

In the event of any drawdown, Macquarie will receive two-year options to acquire new Adamus common shares at the lesser of A$0.30 per share or 150% of the 20-day volume-weighted average price of Adamus stock until Nov. 28, 2008.

Adamus common stock (ASX: ADU) closed unchanged at A$0.20 on Thursday.

Proceeds will be used for working capital for the Southern Ashanti gold project. The facility is intended to be a bridge until full project financing is obtained for Southern Ashanti.

Adamus is a mineral exploration company based in Perth, Australia.

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