Romarco opts for non-brokered sale; Sterling plans C$35 million deal; Nemi Northern prices notes

By Laura Lutz

Des Moines, Feb. 21 - Romarco Minerals Inc. said it will not proceed with a C$5 million brokered offering that was announced on Jan. 29. Instead, it plans to conduct a similar private placement on a non-brokered basis for $5.1 million.

Romarco said that it canceled the brokered deal because existing shareholders have agreed to purchase the same number of units on a non-brokered basis.

The company now plans to sell 30 million units of one share and one warrant at C$0.17 apiece. Each warrant will be exercisable at C$0.21 for two years.

"We are pleased that our existing shareholder have agreed to purchase the units and we would like to thank MGI Securities Inc. for all of its efforts in connection with the initial stages of the brokered offering," Diane Garrett, president and chief executive officer of Romarco, said in a news release.

Settlement is expected on March 21.

Romarco is a Sparks, Nev.-based gold development company. It plans to use the proceeds for a feasibility study on its Haile gold mine, for exploration at its Pinos district in Mexico and for other working capital.

The company's shares closed unchanged at C$0.21 on Thursday (TSX Venture: R).

Sterling to sell C$35 million

Up north, Sterling Resources Ltd. announced plans to conduct a C$35 million private placement of stock.

The Calgary, Alta.-based oil and gas exploration company intends to sell 14 million common shares for C$2.50 apiece.

Wellington West Capital Markets Inc. will lead a syndicate of underwriters for the deal.

The underwriters have a greenshoe for C$5 million.

Settlement is expected March 13.

The company said it plans to use the proceeds for exploration, appraisal and development and for general corporate purposes.

Its shares lost C$0.05, or 1.89%, to finish Thursday at C$2.60 (TSX Venture: SLG).

Nemi seeks C$10 million

Nemi Northern Energy & Mining Inc. said it will raise C$10 million from a private placement of unsecured subordinated convertible debentures.

The notes will mature in five years and bear interest at 8%, payable semiannually in arrears. They will be convertible into common shares at any time at C$0.90 per share.

Nemi will able to redeem the debentures in whole or in part after two years.

In addition, the company may repay the principal amount of the debentures in common shares at a price equal to 95% of the weighted average trading price of the company's shares on the Toronto Stock Exchange for the 20 trading day period ending 5 trading days prior to the date fixed for redemption or at

maturity.

Canaccord Capital Corp. is the agent.

Nemi is a Vancouver, B.C.-based coal exploration company. It said it would use the proceeds to fund its obligation on Peace River Coal LP.

The company's shares gained C$0.02, or 2.56%, to close Thursday at C$0.80 (Toronto: NNE.A).

Oxigene releases details

In U.S. news, Oxigene Inc. released pricing terms for its $40 million three-year committed equity financing facility with Kingsbridge Capital Ltd. in an 8-K filed with the Securities and Exchange Commission on Thursday.

The facility was first announced on Wednesday. According to that announcement, Kingsbridge, a private investment firm, agreed to buy the lesser of approximately 5,708,000 common shares or $40 million of common stock from Oxigene over three years.

Kingsbridge will be able to buy the shares at discounts of about 5% to 12% of then-current market prices, the 8-K said.

Kingsbridge also received five-year warrants for 250,000 shares, exercisable at $2.74 each.

Oxigene, a pharmaceutical company in Waltham, Mass., said the deal will allow it to access capital down the line, further develop its drug programs and seek other strategic partners.

"It's actually a fairly common structure," Kingsbridge vice president and chief financial officer Jim Murphy told Prospect News. "There's a whole bunch of companies in our space that have done this... It's one of several types of financing that we have available to us and are pursuing."

Murphy said the size of the financing was significant for the company, which does not currently have any products on market and is a user of capital.

"We have said publicly that we are getting into some later-stage trials, but those trials cost money, and this along with some other things that we are considering and pursuing will help us to move our compounds along," Murphy said.

The discounted pricing of the shares to be sold to Kingsbridge was based on the investor's assessment of the company as well as similar deals that have been done elsewhere, Murphy said.

"If you look at some of the other deals out there, this is well within the range of discounts that other people have had to give to access capital," he said.

Oxigene's shares closed Thursday up 1 cent, or 0.49%, at $2.06 before falling by 0.5 cents in after-hours trading (Nasdaq: OXGN).

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