Syntroleum misses $3 million tranche of $12 million deal; MicroPlanet to sell C$8 million of units

By Laura Lutz

Des Moines, April 22 - Tuesday was a slow day in PIPE news, featuring only a few new deals.

In regard to a $12 million equity purchase agreement from November 2007, Syntroleum Corp. said that Fletcher Asset Management has not made an initial $3 million investment.

MicroPlanet Technology Corp. said that it arranged an C$8 million private placement of equity units, and Fortune River Resource Corp. said that it completed a C$2.1 million private placement of units.

QPC Lasers, Inc. said it is considering a private placement of convertibles for between $500,000 and $3.5 million.

Syntroleum doesn't get $3 million

Under a two-year agreement that priced Nov. 18, Fletcher was expected to buy $3 million of Syntroleum's stock within six months at a $0.60 premium to the market price of the stock.

Syntroleum said on Tuesday that Fletcher has not made that investment.

Although Syntroleum's shares are listed on the Nasdaq Capital Market, Fletcher's obligation to make the investment was conditioned upon Syntroleum's shares being listed on the Nasdaq Global Market, according to Syntroleum's announcement. That listing has not occurred.

Approximately 2.2 million shares would have been sold to Fletcher at $1.39 per share, which is a 60% premium to the closing share price of $0.87 per share on Friday.

Based in Tulsa, Okla., Syntroleum is focused on constructing a plant that produces diesel and jet fuel from low-grade fats and greases.

Syntroleum said that its cash reserves have improved since it originally entered into the agreement.

As a result, the company said that it may not need to raise additional funds, despite not receiving the investment from Fletcher.

"Management is continuing to seek sources of additional revenue through engineering technical services and license fees and remains focused on additional cost reductions. If efforts are successful, an additional equity raise will not be necessary," Gary Roth, chief executive officer of Syntroleum, said in a news release.

The company's stock fell 3.19 cents, or 3.51%, on Tuesday to close at $0.878 before gaining back 3 cents in after-hours trading (Nasdaq: SYNM).

MicroPlanet eyes C$8 million

MicroPlanet said it will sell C$8 million of units at C$0.65 apiece.

Each unit will consist of one common share and one half-share warrant. Each whole warrant is exercisable at C$0.90 for two years.

Loewen, Ondaatje, McCutcheon Ltd. will lead a syndicate of agents that also includes PI Financial Corp. and D&D Securities Co.

The agents have a greenshoe for up to 20% of the deal size.

Settlement is expected on May 29.

MicroPlanet is a Seattle-based developer of distributed-energy technologies.

The company said it will use the proceeds to fill existing and new commercial orders, to develop larger-capacity generators and for working capital.

The company's shares lost C$0.06, or 8.57%, on Tuesday to close at C$0.64 (TSX Venture: MP).

Fortune River sells units

In the mining sector, Fortune River said it raised C$2.11 million from a private placement of 6,018,000 units at C$0.35 apiece.

Each unit consists of one share and one half-share warrant, and each whole warrant is exercisable at C$0.40 for two years.

The Vancouver, B.C.-based gold exploration company said it will use the proceeds for working capital and drilling.

Fortune River's shares gained C$0.02, or 5.26%, to finish Tuesday at C$0.40 (TSX Venture: FRX).

QPC may sell convertibles

QPC said that it is mulling a private placement of convertible notes for between $500,000 and $3.5 million.

If the notes are sold, they would be offered at a 10% discount and carry a 10% coupon, payable monthly. They would be convertible into common stock at an initial conversion price of $1.05 per share.

There would not be a prepayment penalty.

The notes would have 200% warrant coverage, calculated as the note's principal amount divided by 1.05 and multiplied by 2. The exercise price of the five-year warrants will be $1.05.

Based in Sylmar, Calif., QPC develops and commercializes high-brightness, high-power semiconductor lasers used in the industrial, defense and medical sectors.

The company said it will use the proceeds to expand its marketing efforts, enhance its investor relations efforts and expand its facilities, as well as for other general corporate purposes.

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