IR wraps $5 million; MEGA plans C$75 million; Sacre-Coeur exceeds expectations with C$3.63 million

By Devika Patel

Knoxville, Tenn., Aug. 11 - IR BioSciences Holdings, Inc. concluded a private placement of 10% convertible debentures, taking in $5 million, which the biotech company will use for product development.

A bit further north, Canada's MEGA Brands Inc. said it hopes to raise C$75 million by selling convertible debentures as well. The 8% five-year convertibles are being sold via BMO Capital Markets and are expected to settle later this month.

And Sacre-Coeur Minerals Ltd. raised 25% more than it expected to take in, wrapping a C$3.63 million non-brokered private placement of units.

IR settles $5 million

IR BioSciences raised $5 million in a sale of 10% secured convertible debentures to certain funds for which Brencourt Advisors, LLC is the investment manager. The deal settled Friday.

"We are extremely pleased with the outcome of this funding round," the company's president and chief executive officer, Michael K. Wilhelm, said in a press release. "We have added a new, well-respected institutional investor to our investor base and secured resources to support the progress of our development pipeline.

"We are now able to proceed with greater confidence that our corporate and clinical goals will be met. Our expectation is to move the research and development of our compound Homspera from preclinical to human clinical trials, and we believe that this funding will provide resources needed for that to occur."

The debentures mature Aug. 8, 2013 and are convertible at $1.55 per common share.

If certain conditions have been met after six months, the company may redeem all or a portion of the debentures or force conversion.

Interest is payable in cash quarterly on the last day of each calendar quarter beginning on Sept. 30, or, at the company's option, if "equity conditions," as defined in the convertible debentures agreement, are satisfied, it may be paid in common stock or a zero-coupon five-year convertible debenture. The company was required to prepay interest for the first and last quarters of the debentures' term.

They are secured by substantially all of the company's assets and those of its subsidiary, ImmuneRegen BioSciences, Inc.

Investors also received warrants for 2.5 million shares, exercisable at $2.00 per share for five years.

Proceeds will be used to advance the company's development of pipeline products designed to stimulate stem cell progenitors, provide adjuvant activity in conjunction with vaccines and accelerate wound healing. The company hopes to partner its clinical products with industry leaders. Management believes that this infusion of capital should enable IR to advance at least one indication into the clinic.

The Scottsdale, Ariz., company's shares (OTCBB: IRBOE) were unchanged at $0.40 on Monday.

MEGA eyes C$75 million

MEGA Brands planned a mega-sized sale of its convertibles, offering C$75 million of 8% senior unsecured convertible debentures, which are convertible into 23,512,500 common shares.

They will mature Aug. 31, 2013 and are being sold in a brokered offering through BMO Capital Markets.

Financial Holdings Ltd. will buy C$64 million of the debentures, Victor J. Bertrand Sr., the company's founder and chairman, will buy C$7 million. Chiefswood Holdings Ltd. and The Owners Fund will also participate in the placement.

It seemed to be an all-around good deal, with both sides expressing satisfaction with the investment.

"We are pleased to have a new investor with a record of creating shareholder value and corporate growth and the continued support of Victor J. Bertrand Sr.," the president and chief executive officer of the corporation, Marc Bertrand, said in a release. "This investment provides MEGA Brands with additional liquidity to execute its business plan. In addition, we now have greater flexibility to complete the continuation of our value enhancement plan."

The company is a Montreal-based maker of plastic building blocks and other toys, games as well as arts and crafts supplies. Its shares (Toronto: MB) fell 3.01%, or 9 cents, to close at $2.90 on Monday.

An extra 25%

Vancouver, B.C.'s Sacre-Coeur Minerals took in more than it had planned, settling a C$3.63 million non-brokered private placement of units, which had priced for only C$2.9 million last Tuesday.

The company sold 2.5 million units, a 25% increase to the 2 million units it planned to sell at pricing. The units were sold at C$1.45 apiece to two institutional investors, including RAB Special Situations (Master) Fund Ltd.

"We are gratified for the continued support of our strong investor base, even in this rather difficult financial environment," chief executive officer Irwin Olian commented on the company's strong showing in a press release. "We particularly appreciate the investment of RAB Special Situations (Master) Fund Ltd., who took down 80% of the placement and have been a consistent supporter of the company since its IPO."

The units consist of one common share and one half-share warrant, with each whole warrant exercisable at C$1.75 for two years.

Proceeds will be used to explore the company's properties located in Guyana, where the company has several drill projects under way.

The mineral exploration company's shares (TSX Venture: SCM) dropped 4.19% Monday, or 7 cents, closing at C$1.60.

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