AmeriServ closes $12.6 million placement of stock, plans second tranche

By Sheri Kasprzak

Atlanta, Oct. 8 - AmeriServ Financial Inc. closed a $12.6 million private placement Friday and said it has plans to close a second $13.2 million tranche.

The company has received commitments from institutional investors to purchase 2.795 million shares at $4.50 per share. The investors are obligated to buy an additional 2,936,533 shares of stock at $4.50 if shareholders approve the issuance of the additional shares at a meeting set for December.

The deal is being done in two tranches. The second tranche for $13.2 million, or 2.9 million shares, is scheduled to close after shareholder approval.

Jeffrey Stopko, AmeriServ's chief financial officer, said in an interview Friday that the company is happy with the way the deal priced.

"Looking at the 20-day average for our stock before the closing of this deal, it was a $5 stock," Stopko said. "That gives us a 10% discount, which is really good for us."

Stopko said the company decided to go the private placement route because of speed.

"It was appealing to us because we saw an ability to raise capital in a quicker and more efficient way," Stopko said.

The private placement was a first for the company, Stopko said.

The Johnstown, Pa.-based bank said it plans to strengthen its balance sheet with the net proceeds from the initial sale of 2.8 million shares in an effort to retire a federal home loan bank based in Pittsburgh.

The company's stock closed down $0.03 Friday at $4.68.

Natural Health sells $17 million stock, warrants

Natural Health Trends Corp. wrapped up the week with a private placement of $17 million in shares of common stock and common stock purchase warrants to institutional and individual investors Friday.

The investors received the stock and warrants at $12.595 per unit. Each unit contains one share of common stock and one warrant exercisable for five years at an exercise price of $12.47 per share.

Avondale Partners and Sprott Securities acted as placement agents in the offering.

The company expects net proceeds of about $16 million.

"The proceeds from this private placement will be used to open new markets in China, Japan and Mexico and to further our expansion in Korea and the United States," said Natural Health president Mark Woodburn in a statement.

Natural Health Trends, based in Dallas, markets personal care products and nutritional supplements. The company's stock closed up $1.25 Friday at $12.20.

Roanoke Technology gets $13.3 million in convertibles

Roanoke Technology Corp. received a $13.3 million commitment from Cornell Capital Partners Friday.

Roanoke issued $1.3 million in convertible securities to Cornell Capital and obtained a commitment of $12 million under a standby equity distribution agreement.

Under the equity facility, the company may issue shares to Cornell at any time over two years.

David Smith, Roanoke's chief executive officer, said Cornell has restructured his company's debt and the new funding will provide additional working capital.

The company, based in Rocky Mount, N.C., designs, develops, produces and markets internet marketing technologies. Its stock closed up $0.0001 Friday at $0.0019.

Nymox gets $13 million in equity financing

Nymox Pharmaceutical Corp. secured $13 million in equity financing Friday.

The deal will act as an equity line for the company, which will contact investors as funds are needed. No shares of common stock were sold in the deal, said Vincent Daniels, who handles investor relations for Nymox.

The private placement of common stock was done with institutional investors at a 3% discount to market price.

"It's really an equity drip," Daniels said in an interview Friday.

Nymox is a biotechnology company based in Maywood, N.J. The company focuses on research and medicinal therapy for the aging.

The company's stock closed down $0.119 Friday at $2.17.

eTotalSource closes $10 million equity agreement

eTotalSource Inc. closed a $10 million standby equity agreement Friday with Cornell Capital Partners.

Cornell Capital committed the $10 million over the next two years, according to a company statement.

According to the eTotalSource statement, the company plans to use funds from the equity financing to engage in project negotiations with private and public organizations.

Yuba City, Calif.-based eTotalSource manufactures multimedia software for distance learning and corporate training markets.

The company's stock closed up $0.01 Friday at $0.07.

Allegheny's investors

Following the completion of its $151.5 million private placement, Allegheny Energy Inc. disclosed details Friday in an 8-K filing with the Securities and Exchange Commission.

The investors on the deal included Perry Partners International Inc., Perry Partners LP, Auda Classic plc, ZLP Master Utility Fund, ZLP Master Fund Ltd., ZLP Master Opportunity Fund Ltd., Abrams Capital International, Abrams Capital Partners I, Abrams Capital Partners II, Whitecrest Partners and Canpartners Investments.

The deal closed Oct. 5 with 10 million shares of common stock sold in the private placement.

Allegheny Energy is a Greensburg, Pa.-based power company. Allegheny's stock closed up $0.87 Friday at $16.87.

Apollo retires bridge financing with $10.5 million convertibles

Apollo Gold Corp. will retire a $3 million bridge financing with $10.5 million in convertible notes.

Apollo had received an underwritten $3 million bridge loan through a private placement to investors in British Columbia, Alberta, Ontario and others outside of the United States. Regent Mercantile Bancorp Inc. has agreed to purchase the debentures.

The bridge financing will be retired by a $10.5 million in convertible debentures at $1,000 per debenture. Regent was granted an option to increase the size of the offering to $15 million at any time.

The debentures will yield 12% per year payable quarterly over three years, and are convertible into common shares provided the conversion rate will be determined by Regent and Apollo, based on market price.

Subscribers will also receive warrants to buy shares. For each debenture purchased, 600 warrants will be issued for stock at $0.80 per share for three years from closing. The debenture offering and bridge financing are scheduled to close Nov. 16.

Based in Denver, Apollo Gold is a mining company. Its stock, which trades on the American Stock Exchange, closed up $0.04 Friday at $0.83.

iMedia finishes $7.4 million private placement

iMedia International Inc. wrapped up a $7.4 million private placement Friday with a London-based investment trust.

Langley Park plc purchased four million shares of iMedia common stock at $1.90 per share.

In lieu of cash, Langley bought the shares with 4,185,122 shares of its free-trading common stock. The investment trust is listed on the London Stock Exchange. At the closing of the deal, Langley's shares were valued at £1, or $1.81, per share.

The deal is the largest single investment in the company, according to chief executive officer David MacEachern.

In the terms of the deal, iMedia agreed to place in escrow 50% of the trust's shares as downside protection in the event iMedia's stock is trading at less than $1.90 per share upon expiration of the two-year lockup term.

iMedia, which is based in Santa Monica, Calif., is a digital publishing company.

China Granite hits market with $2.5 million offering

China Granite Corp. has entered the private placement market with a $2.5 million deal.

The first tranche of the deal, a $650,000 secured convertible debenture with a fixed conversion price, has already closed. The agreement was done with Duncan Capital LLC.

The net proceeds from the deal will be used for expansion. China Granite is based in Miami and operates three quarries in China. The company's stock closed up $0.05 Friday at $2.05.

West Africa gets $2 million from private placement

West Africa Gold Inc. raised $2 million in a private placement, the company said Friday.

The restricted shares of company stock were sold to a private investor, a company statement said.

To date, the company has raised $3.87 million in cash from placement of restricted shares of West Africa stock.

On Sept. 9, the company issued two million shares of common stock to Golden Sierra Ltd. in exchange for all issued and outstanding shares in Golden Sierra.

West Africa Gold is a gold exploration company based in New York City.

The company's stocked closed up $0.0002 at $0.015 Friday.

Mainstreet Equity Corp.

Mainstreet Equity Corp. wrapped up the private placement of C$33 million in convertibles Friday.

The notes have a seven-year term, bear a coupon of 7.25% and are convertible into common shares at C$6.25 per share. The debentures are subject to a four-month hold period.

Desjardins Securities Inc. acted as the lead placement agent in the deal.

Beth Shaw of Desjardins said there were no common shares issued in the deal, which was entirely convertible.

Mainstreet Equity Corp. is a Canadian real estate corporation that acquires and manages multifamily residential rental properties.

The company, according to a statement, is raising money to acquire mid-market rental assets.

"We believe that the current market is ripe for Mainstreet to pursue its business strategy," Mainstreet chief executive officer Bob Dhillon said in a statement. "In many of our target markets across the country, we are seeing opportunities unfold for the first time in many years."

Sabina agrees to C$7.5 million brokered deal

Sabina Resources has agreed to a C$7.5 million brokered private placement, the company said Friday.

The placement will be led by Pacific International Securities and will include Canaccord Capital Corp. and Dundee Securities Corp.

The sale will be on a best-efforts basis of five million units at C$1.50 per unit. Each unit consists of one flow-through common share and a one-half non-flow-through share purchase warrant. Each warrant is exercisable into an additional common share at an exercise price of $2.20 per common share for 18 months.

Sabina has granted an over-allotment option to increase the offering size by 15%.

The company, based in Toronto, Ont., holds interests in properties with potential base metals or gold deposits, and also explores for minerals.

Wallbridge enters C$5 million private placement

Wallbridge Mining Co. entered into a C$5 million private placement Friday morning.

The agreement was done via a syndicate of investment dealers led by GMP Securities and Dundee Securities Corp. The sale will include up to 5.8 million flow-through shares at C$0.60 per share and 2.5 million non-flow-through financing at $0.60 per unit.

The non-flow-through units consist of a common share and one half of one common share purchase warrant. Each whole warrant allows for the purchase of a common share at $0.95 per share for two years.

Wallbridge is a nickel, copper and platinum exploration company based in Toronto, Ont. The company's stock closed down C$0.01 at $C0.59 Friday.

Galaxy closes $2.3 million deal

Galaxy Nutritional Foods wrapped up a $2.3 million private placement Friday.

Two million shares of common stock were sold to Fred DeLuca, an existing shareholder in the company, at $1.15 per share.

DeLuca also received a warrant to purchase up to 500,000 shares of common stock at $1.15 per share for five years.

Proceeds from the private placement were used to redeem the remaining 30,316 shares of the company's series A preferred stock.

On Oct. 6, the company's preferred shareholders, including BH Capital Investments and Excalibur Limited Partnership, converted 10,278 series A preferred shares into about 600,000 shares of common stock. The 30,316 series A preferred shares were acquired by Galaxy for $2.3 million.

Galaxy Nutritional Foods, based in Orlando, Fla., produces cheese alternatives. The company's stock closed up $0.33 Friday at $1.65.

Vulcan wraps C$3 million deal

Vulcan Minerals Inc. finished up a C$3 million private placement Friday morning.

The placement consists of 3,618,000 flow-through common shares and 1,382,000 units, which consist of a common share and a half share purchase warrant. Each whole warrant is exercisable at C$0.80 per share through Dec. 31, 2005.

The securities are subject to a four-month hold period.

The agent in the deal, Jennings Capital Inc., received a commission of 6.5% of the total proceeds and agents warrants totaling 6.5% of the flow-through shares and units. The agent's warrants are also exercisable at C$0.80 per share through Dec. 31, 2005.

Vulcan Minerals, which is based in St. John's, Newfoundland, will use the funds for onshore petroleum exploration in western Newfoundland.

The company is traded on the Toronto Stock Exchange and its stock closed down C$0.02 Friday at C$0.72.

Drilcorp's C$2 million offering

Drilcorp Energy jumped into the private placement market Friday with a C$2 million offering.

The agent on the deal is Dominick & Dominick Securities Inc.

Five million flow-through shares will be issued at C$0.40 per share.

Drilcorp will pay Dominick & Dominick a commission equal to 7% of the gross proceeds raised from the flow-through shares.

The deal is expected to close on or before Oct. 29. Proceeds will be used for exploration expenses.

Drilcorp is a energy company based in Calgary, Alta. Its stock closed down C$0.015 Friday at C$0.33.

Andresmin embarks on $1.7 million financing

In the third private placement deal for a gold company Friday, Andresmin Gold Corp. entered into a $1.7 million financing and announced a three-for-one split of the company's outstanding common stock.

The deal will consist of a convertible debenture, convertible into units. Each unit is convertible into a share of common stock at $1.50 per share. Warrants to buy an additional common share of Adresmin at $1.50 each were also included in the private placement.

The debenture is convertible up to two years, but it not exercisable until the company's authorized capital has been increased by that number of shares necessary to accommodate the conversion.

The company plans to use its proceeds for expansion into Peru.

Andresmin, based in Vancouver, B.C., is a mineral exploration company. Its stock closed up $0.02 Friday at $2.02.

Innovo raises $1.885 million more

Innovo Group Inc. raised an additional $1.885 million in capital with the sale of convertible promissory notes and common stock purchase warrants.

The additional funding will provide $5.5 million for the company.

In June, Innovo was granted authority to raise $4 million through the sale of convertible promissory notes and common shares. Later that month, the financing closed and the company had earned $2.5 million in gross proceeds and up to an additional $452,000 in gross proceeds from the exercise of common stock purchase warrants.

In September, the company was given the authority to raise an additional $1.5 million through the sale of additional convertible promissory notes and common stock warrants. On Oct. 4, the company raised $1.85 million in common stock warrants and convertible promissory notes and up to an additional $537,000 in gross proceeds from the exercise of common stock purchase warrants.

The convertible promissory notes totaling $1.885 million together with common stock purchase warrants to purchase 235,625 shares of common stock were sold to six investors.

The convertible promissory note issued to each investor bears interest at 7.5% per year and matures Oct. 4, 2005. The convertible note is convertible at any time into common stock at $2.28 per share.

Each buyer was also issued warrants to purchase shares of common stock equal to 12.5% of the amount of each convertible promissory note and the exercise price of the warrants on a per-share basis is also $2.28. The warrants on Oct. 4, 2009, expire and are exercisable immediately.

Innovo Group is a Los Angeles-based apparel and accessories marketing company. Its stock closed up $0.30 at $2.65 Friday.

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