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Published on 1/30/2008 in the Prospect News PIPE Daily.

International Nickel plans C$3 million deal; Premier Direct gets £1.3 million financing

By Sara Rosenberg

New York, Jan. 30 - International Nickel Ventures Corp. is planning a private placement of stock and the company found this transaction attractive because the funds are pretty much guaranteed.

Also, Premier Direct Group plc placed new ordinary shares as it needed the financing quickly and was looking to avoid affecting its income statement.

International Nickel Ventures has arranged a C$3 million private placement of stock that will be used to fund Canadian exploration projects, an informed source told Prospect News on Wednesday.

"It was essentially a guaranteed bought deal. Risk is on Primary Capital," the source said in explanation of why the company chose to go the route of a PIPE.

Primary Capital Inc. will lead a syndicate of agents for this deal.

The company plans to sell 2.4 million flow-through shares at C$1.25 per share.

Settlement is expected on Feb. 21.

Currently, the company has no plans for another private placement transaction, the source added.

The company's stock closed at $0.95, down $0.10, or 9.52% (Toronto:INV.TO).

International Nickel is a nickel exploration and development company based in Toronto.

Premier Direct raises funds

Premier Direct Group conditionally raised approximately £1.3 million in a placing of 6.5 million new ordinary shares at 20p each.

The company opted to do the private placement, as opposed to other funding strategies, because the financing was needed relatively quickly and because debt would have impacted its income statement.

"The board considered other methods to raise the necessary funds including an offer of new ordinary shares by way of an open offer or a rights issue but the board considers that, taking account of time constraints and transaction costs, the proposed placing to be the most appropriate method of raising the required capital," a company news release said.

"The board also considered an offer of debt finance from the group's bankers. This was rejected by reason of the cost impact on the group's income statement for a minimum period of 12 months," the release added.

Proceeds from the placement will be used to repay short-term bank debt and provide working capital.

As announced on Dec. 11, the company's recent focus has been to drive the sustainable development of its distributor network while also optimizing stock levels consistent with its sales performance.

One of the sales initiatives was to increase the number of sales cycles before Christmas 2007. The sales cycle in the 12 week run up to Christmas was changed to four weeks from six weeks, and while an increase in sales was generated, the improvement was lower than anticipated.

In addition, the IT system installed in the early summer of 2007, which includes an integrated planning and forecasting model, generated misleading information as to active distributor numbers, which directly led to an over purchasing of stock.

These factors led to the company having more non-seasonal stock than it requires - approximately £1.5 million worth.

Therefore, in order to meet short-term financing requirements, the company secured new additional short-term bank financing of £1.0 million.

By using proceeds from this new private placement to repay that bank debt, the company will strengthen its balance sheet, the news release explained.

The short-term bank debt was provided by RBS, and in return the company agreed to pay an arrangement fee of £100,000 and to issue to RBS warrants over 814,204 ordinary shares at an exercise price of 20p each.

The warrants over 600,000 ordinary shares at an exercise price of 45p each that were issued to RBS and announced on Aug. 4, 2007, have been cancelled.

The company's stock closed at $25.20, down $0.80, or 3.08% (LSE: PDR.L).

Premier Direct Group is a South Shields, England-based seller of books and novelty goods and distributor of the Oriflame skincare and cosmetic products.

Artes sets private placement

Artes Medical, Inc. has arranged a private placement of $6.5 million private placement of a senior secured note and warrants with Cowen Healthcare Royalty Partners, LP.

Cowen will buy the five-year 10% note in connection with a $21.5 million investment that it agreed to make in Artes. That deal also provides for an additional investment of up to $1 million in 2009 if Artes satisfies a net product sales milestone.

Along with the note, Cowen will receive a five-year warrant for 1.3 million shares, exercisable at $5.00 per share, and, as part of the larger financing deal, a five-year warrant for 375,000 shares, exercisable at $3.13 per share.

The financing is expected to settle in mid-February.

Proceeds will be used to expand Artes's sales force and consumer outreach programs and to pay off and terminate its existing credit facility with Comerica Bank.

"We are pleased to have CHRP [Cowen Healthcare Royalty Partners] provide a financing to allow us to expand both our dedicated U.S. sales force and consumer outreach programs," said Diane S. Goostree, president and chief executive officer, in a news release. "The CHRP team provides us not only the funding to expand the ArteFill product launch but also provides us industry experience as a result of previous investments in FDA approved healthcare products."

The company's stock closed at $2.33, down $0.01, or 0.43% (Nasdaq: ARTE).

Artes is a San Diego-based medical technology company focused on injectable products for dermatology and plastic surgery.

China Natural Gas sells notes

China Natural Gas, Inc. raised RMB 145 million from a private placement of 5% guaranteed senior notes with investor Abax Global Capital, and it plans to sell an additional RMB 145 million of the notes to Abax by March 3.

Furthermore, Abax also has an option to buy up to RMB 73 million more of the notes.

"We are very pleased to have entered into the financing agreement with Abax Lotus. This capital will allow us to strengthen our leadership position in China in line with our strategic growth initiatives, especially our LNG plans. We are also pleased to have Abax Global Capital's support and look forward to the contribution the firm will make as an experienced investor," said Qinan Ji, chief executive officer and chairman of the board, in a news release.

The notes, due in 2014, are accompanied by warrants for 2.9 million shares, which are exercisable at $7.3652 for seven years.

China Natural Gas has agreed to pay 3% more interest if its common shares are not listed on the Nasdaq Global Market, the Nasdaq Capital Market or the New York Stock Exchange one year from the issue date. The shares also must continue to trade on one of those exchanges for the life of the notes.

Proceeds will be used for the construction of the company's previously announced LNG processing facility in the Shaanxi Province and for the construction and acquisition of additional CNG filling stations throughout Xi'an and other regions of China.

The company's stock closed at $7.15, up $0.50, or 7.52% (OTCBB: CHNG.OB).

China Natural Gas is a Xi'an, China-based provider of pipeline natural gas for industrial, commercial and residential use and compressed natural gas for vehicular fuel.

Enhanced Oil raises C$9.98 million

Enhanced Oil Resources Inc. raised an additional C$9.98 million on Jan. 19 from a $32 million private placement of units that settled in January 2007.

The company's existing shareholders bought 9.98 million shares at C$1.00 apiece.

In the 2007 sale, the company sold 17 million units of one share and one warrant.

"The company is very pleased to see so many of our shareholders and management exercise these warrants and invest their confidence and commitment to the company's objectives," said Barry Lasker, president and chief executive officer, in a news release.

"Our company is now in an enviable position of having a robust amount of cash on hand that is more than enough over the next twelve months to allow for the orderly execution of our business plan of further development drilling at St. Johns, further oil field enhancement operations at the Chaveroo and Milnesand oil fields, as well as the strategic pursuit of additional oil field acquisitions where the potential for significant EOR reserves could remain," Lasker added in the release.

The company's stock closed at $0.99, down $0.01, or 1% (CDNX:EOR.V).

Enhanced Oil, formerly Ridgeway Petroleum Corp., is a Houston-based helium and carbon dioxide appraisal and development company.


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