Bekem Metals seals $28 million private placement; Satellite Security pockets $3.3 million from notes sale

By Sheri Kasprzak

New York, July 18 - Heading up a light day in the PIPE market was news of a $28 million private placement from Bekem Metals, Inc.

Two foreign investors purchased 8 million units from the company at $3.50 each. The units are composed of three common shares and one warrant, each of which is exercisable at $2.00 for two years.

Aton Securities, Inc. was the placement agent for the deal.

On Tuesday, the company's stock closed unchanged at $1.99 (OTCBB: BKMM).

Located in Salt Lake City, Bekem explores for nickel, cobalt and other minerals in Kazakhstan.

In the broader market, one sellside market source, who answered his e-mail away from the office Tuesday, said he feels the latest slowdown in PIPEs may have more to do with the time of year than the stock market.

"Folks are away," he said. "Things [will] pick back up again before too long. I really don't think it has much to do with stocks. [It's] generally a bit slower this time of year. Stocks do have some play [in the slowdown]. Whenever there's a drop, you'll see some impact."

Stocks, in fact, picked back up on Tuesday with the Dow Jones Industrial Average adding to Monday's gains, climbing 51.87 to close at 10,799.23. The Nasdaq composite index ended 5.50 higher to close at 2,043.22, and the Standard & Poor's 500 composite index edged up 2.37 to settle at 1,236.86.

Satellite raises $3.3 million

In other PIPE news Tuesday, Satellite Security Corp. wrapped up a $3.3 million convertible note offering.

The company sold 10% notes due July 13, 2009 to The Aston Organization and Zirk Engelbrecht. The notes are convertible at 75% of the volume weighted average price for the five trading days before conversion.

As part of the deal, the two investors converted $1.14 million in outstanding promissory notes into 10,363,636 common shares at $0.11 each.

The investors received series A warrants for 21,607,465 shares, exercisable at $0.13 each for five years and series B warrants for 18,006,221 shares, exercisable at $0.14 each for five years.

Satellite intends to use the proceeds to repay $540,000 in debt held by Double U Master Fund LP. The rest will be used for working capital.

The closing was announced Tuesday morning, and by the end of the day, Satellite's stock had dipped by a penny, or 5.08%, to end the session at $0.14 (OTCBB: SSCY).

"I am very pleased in the confidence new investors have shown in our growth and overall business model," said John Phillips, the company's chief executive officer, in a news release. "This round of financing will enable us to continue growing and diversifying our business while making the investments in sales and marketing that are required at this stage of our growth.

"We are excited about the opportunities that lie ahead and are confident that our business strategy will result in unique solutions for our current and targeted customer base."

Phillips did not return calls for additional comment on the offering by press time Tuesday.

Elsewhere at Satellite, Aidan Shields was named the company's chief financial officer.

Taking a look at the company's latest earnings statement, Satellite reported a net loss of $1.46 million for the quarter ended March 31, compared with a net loss of $357,273 for the corresponding quarter of 2005.

"As shown in the accompanying financial statements, the company has incurred significant losses from operations in 2004 and 2005," said the earnings statement from a form 10-QSB filed with the Securities and Exchange Commission. "This factor among others, including continuing negative cash flows from operations, negative working capital and shareholder deficiencies indicate that the company may be unable to continue as a going concern for a reasonable period of time ... Management has recently funded its operations through borrowings under a credit facility from a related party.

"The company is currently seeking additional sources of funding to meet working capital requirements until the company achieves profitability."

Satellite, based in San Diego, develops global position system-based technologies to secure personnel, vehicles and equipment.

Clearly Canadian bottles $3.3 million

Elsewhere, Clearly Canadian Beverage Corp. capped off a series of private placement offerings totaling $3,313,750 Tuesday.

All told, the company issued 1,205,000 shares at $2.75 each in separate non-brokered placements.

Proceeds from the deals will be used to expand sales and marketing efforts.

The offering sent the company's stock up by 4.84%, or 15 cents, to close at $3.25 (OTCBB: CCBEF).

"This financing is another significant step for the company as we begin to expand marketing and sales efforts that will continue to re-establish the brand name Clearly Canadian," said Brent Lokash, the company's president, in a statement. "A solid financial foundation is essential to our discussions with top-level retailers. It is imperative that we have the financial resources to execute on our production and delivery schedules to ensure ample and timely delivery of product to our customers."

Clearly Canadian, based in Vancouver, B.C., is a flavored-water bottling company.

C1 arranges PIPE

In the energy sector Tuesday, C1 Energy Ltd. negotiated a C$3 million private placement of up to 2 million flow-through shares.

The shares were priced a C$1.50 each and will be placed through a syndicate of agents led by GMP Securities LP.

The latest offering replaces the C$8,001,000 private placement the company priced on June 20.

That deal included up to 4,572,000 flow-through shares at C$1.75 each and was being sold through a syndicate with the same members.

Proceeds will be used for Canadian exploration expenses.

Tuesday, the stock fell by 2 cents to end the day at C$1.25 (Toronto: CTT).

Calgary, Alta.-based C1 is an oil and natural gas exploration company.

BPK stock lifts by 4%

In secondary market activity, BPK Resources, Inc., which announced the completion of a $4.5 million note deal Monday, saw its stock climb by 4% on Tuesday.

The stock gained a penny, or 4%, to settle at $0.26 (OTCBB: BPKR). On Monday, when the deal was sealed, the stock closed up 19.05%, or 4 cents, at $0.25.

The volume of shares traded Tuesday also climbed with 158,000 shares traded compared to the three-month running average of 24,862 shares.

In the placement, BPK sold 9% notes on behalf of subsidiary Graphite Technology Group. The notes are exchangeable for common stock at $0.23 each.

BPK, based in Delano, Pa., manufactures synthetic graphite and carbon-based materials.

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