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Published on 4/6/2010 in the Prospect News PIPE Daily.

Vena in equity distribution deal; Adamus sells stock; CyberDefender settles convertibles

By Stephanie N. Rotondo

Portland, Ore., April 6 - Tuesday's PIPE market saw a fair mix of U.S. and foreign issuers coming and going from the marketplace.

Vena Resources Inc. said it had secured a C$10 million equity investment from YA Global Master SPV Ltd. The investment comes by way of a standby equity distribution agreement.

Meanwhile, Adamus Resources Ltd. settled its previously announced A$9 million private placement of stock with the closing of a second tranche. The financing will help to provide a contingency fund for the company's mining project in Ghana.

CyberDefender Corp. also completed a deal, taking in $5.3 million. The company sold convertible promissory notes in its financing effort.

eDiets.com Inc. is planning a registered direct offering for proceeds of $5.28 million. The company wants the funds for its business growth plans.

And Intertainment Media Inc. said it would conduct a C$3 million private placement of units. The proceeds will be used, in part, to repay outstanding debt.

Vena secures equity agreement

Vena Resources, a Toronto-based mining company, inked a C$10 million 10-year standby equity distribution agreement with YA Global Master SPV.

Vena can sell stock to YA in tranches up to C$150,000. Each share will be sold at 92.5% of the relevant average daily price of the shares for each trading day during the drawdown pricing period.

"As we review our five-year corporate strategy it makes sense to have access to a financing vehicle with the ability to access strategic amounts of capital at our sole discretion when it is most convenient to the company, thus placing Vena in a more comfortable position to react to opportunities with readily available and flexible capital, while continuing to review other finance-related opportunities," said Juan Vegarra, chairman and chief executive officer, in a press release.

Vena's stock (Toronto: VEM) fell half a cent, or 1.49%, to C$0.33 on Tuesday. Market capitalization is C$29.1 million.

Adamus wraps stock placement

Adamus Resources wrapped the second and final tranche of its previously announced A$9 million private placement of ordinary shares, according to a press release.

A total of A$3.96 million was raised in the second closing.

Adamus issued a total of 25 million shares at A$0.36 per share. A total of 14 million shares was sold in the first tranche on March 17 and the remaining 11 million were issued in the second tranche.

"The net proceeds of the private placement will be used to provide a contingency fund in relation to the development of the company's Southern Ashanti Gold Project in Ghana and for general working capital purposes," the company said in the release.

Adamus' shares (Australia: ADU) closed at A$0.40 on March 10.

Adamus Resources is a Perth, Australia-based mineral exploration company.

CyberDefender settles convertibles

CyberDefender took in $5.3 million from a private placement of 9% two-year secured convertible promissory notes, according to a regulatory filing and subsequent press release.

The deal settled March 31.

The notes mature March 31, 2012 and are initially convertible into common stock at $3.50 per share.

Calls seeking further comment were not returned Tuesday.

CyberDefender's equity (OTCBB: CYDE) was steady at $4.00. Market capitalization is $104 million.

CyberDefender is a Los Angeles-based provider of secure content management software.

eDiets wants growth funds

eDiets.com is seeking $5.28 million from a registered direct offering of equity, the company said in a press release and regulatory filing.

The company will sell approximately 5.28 million common shares at $1.00 per share.

Additionally, certain officers and directors have agreed to participate in a $500,000 private placement of stock at the same price as the direct placement. The group will also convert a $500,000 note, also at the direct placement price.

And eDiets' largest shareholder, Prides Capital Partners LLC, has agreed to convert the principal amount - plus accrued and unpaid interest through the date of conversion - of debt held by the investor.

Proceeds will be used for general corporate purposes, including working capital to fund growth. Settlement is expected by April 9.

eDiets' stock (Nasdaq: DIET) dropped 29 cents, or 20.42%, to $1.13 on Tuesday. Market capitalization is $32.8 million.

eDiets.com is a Deerfield Beach, Fla.-based provider of online diet and fitness information and advice.

Intertainment prices units

Intertainment Media negotiated a C$3 million private placement of equity units, according to a press release.

The deal also has a 15% greenshoe.

The company intends to sell 18.75 million of the units at C$0.16 each. The units will consist of one common share and one warrant. The warrants are exercisable at C$0.20 for two years.

"It is anticipated that the net proceeds of the private placement will be used to fund the company's growth, the repayment of outstanding debentures issued on various dates from November 2006 to December 2007 and for general working capital," the company said in the release.

Intertainment's shares (TSX Venture: INT) declined 1.5 cents, or 8.82%, to C$0.155 on Tuesday. Market capitalization is C$17.3 million.

Intertainment Media is a Richmond Hill, Ont.-based conventional and new media company.


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