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Published on 12/10/2007 in the Prospect News PIPE Daily.

Underground Solutions sells $12.5 million; Andean plans C$5 million; Mint won't sell C$6 million

By LLuvia Mares

New York, Dec. 10 - Underground Solutions, Inc. plans to continue expanding its business after raising a $12.5 million private placement of stock.

The company sold 56.8 million shares at $0.22 per share to Switzerland-based Pictet Asset Management.

"Pictet's investment is a vote of confidence by a sophisticated, highly-respected, global investor that understands the water space very well," said Andy Seidel, company chairman and chief executive officer, in a press release.

"This investment validates the actions that we have taken during the two years since the current management team joined Underground Solutions to build a strong market presence through rapid expansion. The proceeds of this offering will allow us to continue to expand our North American business at a rapid pace."

"Moreover, it will provide us with the opportunity to add to our current research and development activities keeping us at the forefront of fusible polyvinyl chloride pipe and fittings technologies. We are honored to have Pictet as a stockholder of Underground Solutions," he said.

The company's stock (Pink Sheets: UGSI) closed at $0.35 on Friday and did not see any activity on Monday.

No warrants were issued in the transaction.

Janney Montgomery Scott LLC was the placement agent.

Proceeds will be used for growth, including purchase of capital equipment, hiring new employees, research, development expenditures and general corporate purposes.

Poway, Calif.-based Underground Solutions provides infrastructure technologies for water and sewer applications.

Andean plans C$5 million

In the mining sector, Andean American Mining Corp. said it has arranged a C$5 million non-brokered private placement of units.

The company will sell up to 7.7 million units at C$0.65 each. The units are comprised of one share and one half-share warrant. The whole warrants are exercisable at C$0.85 for two years.

The warrant expiration may be accelerated to 30 days if the company's stock trades at or above C$1.50 for 20 consecutive trading days.

The company's stock (TSX Venture: AAG) closed at C$0.65 on Monday, down C$0.05 from Friday's C$0.70 close.

Proceeds will be used to advance the company's Invicta project, to cover its subscription for 5 million units in Sinchao Metals' non-brokered private placement announced on Oct. 29 and for general corporate purposes.

Based in Vancouver, B.C., Andean is a gold exploration, mining and development company.

Mint won't sell C$6 million

Mint Technology Corp. said even though unfavorable market conditions forced it to cancel a previously announced C$6 million non-brokered private placement of units, it still plans to raise money through other options.

"We canceled the private placement due to the market conditions," said Dean Thrasher, company vice president. "If you look at the price per stock, its $0.09 and it's just not realistic at this stage [for the financing] so that's the reason why we canceled it. However, we are still amidst talking to several groups regarding other forms of funding."

The deal priced on Nov. 8.

Toronto-based Mint develops and markets prepaid credit cards.

X-Change gets $3.6 million

In order to keep everyone involved in the financing comfortable, X-Change Corp., raised the funds from its private placement in two separate tranches.

The company collected $1.8 million from the first tranche of a $3.6 million private placement of convertible notes and warrants, according to a news release.

"We have been seeking financing for quite some time now," said George DeCourcy, company chief financial officer.

"What we are really after, was to get some industry support in our financing as oppose to just a pure financial source, so we have managed to bring in investors who are not typical company investors but are investing in us because of the industries we are moving into - the oil and gas industry."

Samson Investment Co.; Ironman PI Fund (QP), LP; and John Thomas Bridge and Opportunity Fund were the investors.

The notes are convertible into common stock at $0.20 per share.

X-Change's stock (OTCBB: XCHC) closed at $0.30 on Monday, down $0.04 from Friday's $0.34 close. The first tranche closed when X-Change achieved a delivery milestone, delivering a down-hole tool to a customer. The second tranche will close when the company achieves a technology milestone.

X-Change said in the release that it expects to achieve the technology milestone before the end of the year.

Proceeds will be used to expand AirGATE's sales and operations to meet demand.

X-Change operates through AirGATE as a developer of radio-frequency identification and wireless intelligent sensor technologies for the oil and gas industry.

SpaceDev pockets $2.81 million

In the technology department, SpaceDev, Inc. completed a $2.81 million private placement of stock.

The company sold 3.75 million shares to Loeb Partners Corp. for $0.75 per share.

SpaceDev's stock (OTCBB: SPDV) closed at $0.80 on Monday, up $0.13 from Friday's $0.67 close.

Proceeds will be used for working capital.

Based in Poway, Calif., SpaceDev is focused on developing commercial spacecraft.

Ondine raises C$6.97 million

Ondine Biopharma Corp. said it raised C$6.97 million in a private placement of units. The deal priced on Nov. 22 for C$5.5 million.

"The proceeds from this financing will be used for the continued research and development of new products based on Ondine's photodisinfection technology, for working capital, and for general corporate purposes," said Irma Gomez-Dib, company spokesperson.

The company sold of 6,335,182 flow-through common units at C$1.10 apiece. It originally meant to sell 5 million units at that price. Each unit consists of one common share and one half-share warrant, with each whole warrant exercisable at C$1.25 for two years.

The company's stock (Toronto: OBP) closed at C$1.07 on Monday, down C$0.03 from Friday's C$1.10 close.

Canaccord Capital Corp. helped with this placement, which originally was announced as a non-brokered deal.

Ondine is based in Vancouver, B.C., and develops non-antibiotic therapies for the treatment of bacterial, fungal and viral infections.

Young-Shannon sells C$2.18 million

Young-Shannon Gold Mines, Ltd. said it has settled a non-brokered private placement of units for C$2.18 million. The deal priced Nov. 1 for C$2.2 million.

"I'm not a big fan of flow-through," said Greg Lipton, company president. "Typically the capital firms will unload the stock four months after things have closed, and they tend to drive the share price down."

"We will be using the funds to explore our properties in Ontario, Canada and Argentina," he said. "Even though this deal is settled, we are always on the look out for opportunities for future financing."

The company sold 21.8 million units, down slightly from its planned sale of 22 million units, at C$0.10 per unit. Each unit consists of one share and one half-share warrant. Each whole warrant will be exercisable at C$0.15 for two years.

The company's stock (TSX Venture: GYS) closed at C$0.1250 on Friday and did not see any significant change on Monday.

Proceeds will be used for geological mapping, geochemical sampling, geophysical surveying and diamond drilling.

Young-Shannon is a Toronto-based precious metals exploration company.


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