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Published on 6/12/2009 in the Prospect News PIPE Daily.

Bannerman wraps three-part placement; Indicator to raise C$2 million; Adamus closes stock sale

By Stephanie N. Rotondo

Portland, Ore., June 12 - Friday was a relatively busy day in the private placement marketplace, with the mining sector making up a good portion of the day's deals.

Bannerman Resources Ltd. wrapped a A$30 million placement of equity. The three-part deal included both Canadian and Australian components, with the Canadian portion closing on Friday.

Indicator Minerals Inc. said it would raise C$2 million to fund its diamond exploration projects. The company will issue flow-through units, as well as regular units.

Also, Adamus Resources Ltd. completed a A$3.5 million stock sale. Proceeds will go toward funding the company's gold project in Ghana.

Away from the mining sector, Greenbrier Cos. announced it secured a $75 million secured term loan. The deal's investor also received warrants for common stock.

Allergy Therapeutics plc will take in £19.63 million through a stock placement. Additionally, the company is hoping to raise another €2.5 million via a public offering.

Bannerman wraps three-part placement

Bannerman Resources raised A$30 million through a private placement of stock, a company spokesperson said.

The deal - originally priced on May 28 - came in three parts. Ann Gibbs, investor relations for the company, said A$10 million was raised through Australian institutional investors, while another A$10 million was raised in Canada. The last A$10 million came from Regent Pacific Group Ltd.

The Australian portion closed June 5 and the Canadian portion settled June 12.

Bannerman sold 30 million common shares at A$1.00 per share.

Additionally, the company is planning to raise A$7.5 million through an offering to existing shareholders, at the same price as the private placements.

"It's unconventional how they did it, for sure," Gibbs said.

Gibbs said the money would be used for project capital. Specifically, the funds will go toward further exploration of Bannerman's uranium project in Nambia.

"It's a fantastic story," Gibbs said, adding that the oversubscribed deal was "very attractive" to investors.

Gibbs said that the company is planning to do a pre-feasibility study on the property, which has already been identified as holding 1.27 million pounds of the mineral. The asset's "massive land position" will also allow the company to explore land adjacent to the project.

Bannerman's shares (Australia: BMN) fell 2 cents, or 1.48%, to A$1.33.

Bannerman Resources is a Perth, Australia-based emerging uranium development company.

Indicator to raise C$2 million

Indicator Minerals plans to raise C$2 million by privately placing both flow-through and non-flow-through units.

According to the non-brokered deal's terms, each flow-through unit will contain one flow-through common share and one half-share warrant. Each regular unit will hold one common share and one warrant. The units will sell at C$0.13 and C$0.10, respectively.

Each whole warrant is exercisable at C$0.20 for two years.

Bruce Counts, president and chief executive officer, told Prospect News that the funds would be used "primarily to fund exploration." Counts said that, based on "fantastic" study results received in February 2009, the projects have "great diamond abundance." As such, the company plans to "do some drilling to get a better idea of the size and distribution" of the precious gem.

"We should see our first commercial-sized stones from that sample," he forecast.

Counts also said that private placements are typically how the company raises funds, both brokered and non-brokered. And, even though he would have liked to raise the money at a higher price, he was happy to raise anything in the current market environment.

"It's a bit tougher to find funding these days," he said, noting that diamond companies as a whole have suffered in the economic downturn.

"So it's tough to raise money at these levels," he said. "It's very dilutive.

"I liken it to selling your house," he added. "What it is worth is what the market will pay for it."

However, Counts said he was also focused on maintaining a balance between raising funds necessary to keep the company going and keeping value for the shareholders.

"I feel it's important to raise only what you need," he explained, as well as focusing on the most worthwhile projects.

Indicator's equity (TSX Venture: IME) dropped C$0.005, or 4.17%, to C$0.115. Market capitalization is C$7.36 million.

Indicator Minerals is a Vancouver, B.C.-based mineral exploration company.

Adamus settles equity deal

Adamus Resources took in A$3.5 million from a private placement of equity, the company announced.

The company sold 10 million common shares at A$0.35 per share to Straits Mineral Investments Pty Ltd.

"This adds another key industry and strategic investor to Adamus' register that supports the company's growth strategy," said CEO Mark Bojanjac in a press release.

Proceeds from the transaction will be used to fund exploration and development of the company's Ashanti Gold Project in Ghana, as well as for working capital.

Adamus' stock (Australia: ADU) closed at A$0.40 on June 11. Market capitalization was A$64.16 million.

Adamus Resources is a Perth, Australia-based mineral exploration company.

Greenbrier secures loan

Greenbrier, a Lake Oswego, Ore.-based transportation equipment supplier to the railroad industry, announced that it closed on a $75 million secured term loan with WLR Recovery Fund IV, LP and WLR IV Parallel ESC, LP.

Under the terms of the deal that settled June 10, the loan will carry an interest rate of Libor plus 350 basis points and matures June 10, 2012. WLR also received warrants equal to approximately 3.37 million common shares. The warrants are exercisable at $6.00 until June 10, 2014.

The loan also carries no financial covenants, according to a press release issued Thursday.

"WL Ross is a top-tier partner and this new relationship is a testament to the success of our integrated business model," said William A. Furman, president and chief executive officer of Greenbrier, in the release. "Our expansion into adjacent, less cyclical markets has dampened the effects of the current downturn and has positioned us to attract this capital on favorable and flexible terms. This investment will strengthen our balance sheet and serve as a platform for future growth.

"In an environment of scarce capital and uncertain financial markets, we believe the proactive pursuit of opportunities in our space - through structured transactions which we would originate and manage and in which we and WL Ross would take a direct investment - is a smart way to capitalize on the current market environment by leveraging our core competencies," concluded Furman.

Added WL Ross's chairman and CEO, Wilbur L. Ross, Jr.: "Rail and barge transport are significantly more energy efficient and environmentally friendly than road transportation. Therefore, we believe that both sectors will continue to grow over the long term and Greenbrier's management team has thoughtfully positioned the company to participate in that growth once the present recession ends. We have invested for many years in both heavy manufacturing and financial services, including railcar leasing, and look forward to using that experience to help management develop and execute growth strategies."

"This strategic investment, along with our amended revolving credit facility, strengthens our balance sheet, improves our liquidity position, and increases our operating flexibility," stated Mark Rittenbaum, executive vice president and chief financial officer of Greenbrier, in the release. "Together with our recent cost reduction initiatives and improvements to working capital, Greenbrier is well positioned to weather the downturn, seize opportunities in the current environment and to build significant long term value for our shareholders."

Greenbrier's equity (NYSE: GBX) lost 66 cents, or 8.36%, to $7.56. Market capitalization is $129 million.

Allergy Therapeutics to sell stock

Allergy Therapeutics orchestrated a £19.63 million private placement of equity, according to a press release.

The company will issue approximately 104.16 million ordinary shares at 12p per share to Azure Ventures. Another approximately 59.42 million shares will be sold to Nomura Code.

Furthermore, Allergy Therapeutics is planning a €2.5 million stock sale to qualifying shareholders and employees.

"This is a significant development for Allergy Therapeutics," said Ignace Goethals, chairman of Allergy Therapeutics, in the release. "After a period of substantial investment in product development and manufacturing, this transaction will enable us to invest in European sales and marketing in order to accelerate growth and fully benefit from the work undertaken to date.

"We will look to build on the successes from the investments in R&D and manufacturing to accelerate sales growth and leverage the company's cost base, and are aiming to become cash flow positive as soon as possible," added Manuel Llobet, proposed CEO of the company.

Allergy's stock (London: AGY) fell 3p, or 17.39%, to 14.25p. Market capitalization is £14.1 million.

Allergy Therapeutics is a West Sussex, U.K.-based specialty pharmaceutical company focused on allergy vaccination.


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