CanWel plans subscription placement; Ener1 sells shares to Itochu; ImmunoCellular gets credit

By Stephanie N. Rotondo

Portland, Ore., Dec. 7 - The private placement market was hopping Monday, with deals of all shapes and sizes coming to market.

CanWel Building Materials Income Fund announced one of the day's largest financings. The company is hoping to take in C$50 million from the private placement of subscription receipts. The funds will be used, in part, to fund an acquisition that will also allow the company to convert from an income fund to a corporation.

Meanwhile, Ener1 Inc. wrapped a private placement of stock, taking in $20 million. Itochu Corp. was the investor.

ImmunoCellular Therapeutics Ltd. arranged a $10 million financing facility, the company announced. The investor will receive preferred shares and warrants, if the facility is used.

Also, Petrolia Inc. settled a private placement of flow-through shares and common share units. All told, the company took in more than C$7 million. The deal was originally priced for C$5 million.

Octus Inc. secured a $5 million reserve equity financing agreement. The company intends to use the facility to fund its growth plans.

CanWel plans subscription placement

Can Wel Building Materials Income Fund is looking to raise C$50 million via a private placement of subscription receipts.

The company will issue approximately 13.15 million of the subscriptions at C$3.80 on a bought-deal basis. Each subscription is convertible into one fund unit.

GMP Securities LP, the agent handling the transaction, has a C$7.5 million over-allotment option.

Proceeds will be used to fund the cash portion of the planned acquisition of Broadleaf Logistics Co. The cash portion of the purchase is C$20 million, with the remainder of the acquisition being funded via the issuance of stock and a promissory note.

Remaining proceeds will also be used for the repayment of debt and for general corporate purposes.

CanWel said it was also close to converting from an income fund to a corporation.

"The combination of our two companies will add significant value to our customers," said Amar Doman, the CanWel's chairman, in a press release. "We will be integrating the Broadleaf business with our building materials division, the new CanWel-Broadleaf division. The breadth of the product lines that the combined company will offer is unmatched in Canada.

"Our conversion out of an income trust structure back to a regular corporation, together with the concurrent equity offering, increases CanWel's flexibility, strengthens our balance sheet and allows us to carry on paying a dividend to our shareholders," Doman added.

"I am very excited by these transactions, which I believe places CanWel-Broadleaf in a very strong position to take advantage of the anticipated recovery in housing and the market for lumber building materials. We would also like to thank our senior lender, Wachovia Capital Finance Corp. (Canada) a Wells Fargo company, for their continued cooperation and support throughout these initiatives and this important time for CanWel."

CanWel's equity (Toronto: CWX.UN) fell 4 cents, or 0.99%, to C$4.02. Market capitalization is C$97.5 million.

CanWel Building Matierials Income Fund is a Vancouver, B.C.-based open-ended, limited-purpose trust.

Ener1 sells stock to Itochu

Ener1, an Indianapolis-based manufacturer of lithium-ion battery systems, raised $20 million from a private placement of common stock, according to a regulatory filing and subsequent press release.

The company sold approximately 3.23 million common shares at $6.18 million. The shares were purchased by Itochu Corp.

"Itochu has been an invaluable strategic partner for Ener1, supplying capital at important phases in the company's growth and granting vital access to materials and equipment," said Charles Gassenheimer, chairman and chief executive officer, in the release.

"Their deeply rooted relationships with many of the world's leading companies involved in grid storage and electric drive continues to foster new relationships and open doors to compelling commercial opportunities."

Ener1's stock (Amex: HEV) dropped 3 cents, or 0.50%, to $6.02. Market capitalization is $733 million.

ImmunoCellular signs two-year agreement

ImmunoCellular Therapeutics secured a $10 million two-year financing agreement with Socius Life Sciences Capital Group LLC, the company announced.

Under the terms of the agreement, the company can issue non-convertible preferred shares to the investor over the course of two years at $10,000 per share. The investor will also receive five-year warrants.

The redeemable shares accrue dividends at 10%. Those dividends can be paid in kind.

Warrants are exercisable at 135% of the amount of preferred shares purchased.

ImmunoCellular plans to use the proceeds for its planned clinical trial of its ICT-109 and ICT-121 cancer vaccine candidates. The drugs are for the treatment of glioblastoma, a type of brain tumor.

Calls seeking comment were not returned Monday.

ImmunoCellular's shares (OTCBB: IMUC) declined by a penny, or 0.95%, to $1.04. Market capitalization is C$15.9 million.

ImmunoCellular Therapeutics is a Los Angeles-based developer of cellular treatments for brain cancer and neurodegenerative disorders.

Petrolia settles stock, unit sale

Petrolia wrapped an oversubscribed private placement of stock and equity units, taking in total proceeds of C$7.13 million.

The deal originally priced at C$5 million on Nov. 23.

The company sold approximately 3.63 million flow-through shares and approximately 4.32 million common share units in the non-brokered financing. Each flow-through share was sold at C$0.95, while the units were issued at C$0.85 per unit.

Each unit consisted of one common share and one half-share warrant. Whole warrants are exercisable at C$1.30 until Dec. 4, 2011.

Petrolia's stock (TSX Venture: PEA) ended steady at C$0.90. Market capitalization is C$35.6 million.

Petrolia is a Rimouski, Quebec-based oil and gas company.

Octus inks $5 million facility

Octus secured a $5 million reserve equity financing facility with AGS capital Group, according to a press release.

The company did not disclose the terms of the deal and calls seeking comment were not returned Monday. But in the release announcing the new facility, the company did say the funding would help facilitate growth.

"This financing facility will catalyze the near-term launch of the Octus Smart Energy Platform and three proprietary Octus products - Wickool, Octus SmartCenter, and Octus SmartPortal - in addition to providing working capital to strengthen our sales, engineering and management teams," said Chris Soderquist, CEO, in the release.

"The structure provides Octus with an ability to quickly raise growth capital at a competitive cost," added Allen Silberstein, a managing partner of AGS. "Given Octus's tremendous growth potential and the exploding smart energy market opportunity, the financing facility could significantly drive Octus's growth."

Octus' equity (OTCBB: OCTI) finished unchanged at $0.35. Market capitalization is $15.29 million.

Octus is a Davis, Calif.-based developer of smart, energy-efficient technologies.

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