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Published on 11/8/2007 in the Prospect News PIPE Daily.

Legacy to raise $74 million; Access to sell $9.5 million; Mint negotiates C$6 million; Tarsis plans C$3.2 million

By LLuvia Mares

New York, Nov. 8 - With a long list of acquisitions, Legacy Reserves LP announced Thursday it plans to negotiate a $75 million private placement of units which will be used to pay for the $74 million borrowed to purchase several properties in the Texas Panhandle and Permian Basin.

It chose the PIPE route because it is not currently able to meet the requirements for a public sale.

"There are acquisition audits that are outstanding so we are not in a position to do a registered offering, that's why this private placement was the best plan for us," said Steven H. Pruett, company president and chief financial officer.

"We continually do acquisitions. We don't have any other financing plans at this point other than utilizing our revolving credit facility to fund our ongoing acquisition program."

The company will sell 3,642,369 units at $20.50 per unit to a limited number of institutional investors. No warrants were issued in the deal.

Legacy's stock (Nasdaq: LGCY) closed at $23.39, up $0.90 from Wednesday's close of $23.30.

Proceeds will be used to reduce debt incurred from an acquisition of properties in Texas in October.

RBC Capital Markets was the placement agent in the transaction.

Midland, Texas-based Legacy is an independent oil and natural gas partnership focused on the acquisition and exploitation of oil and natural gas properties.

Access to sell $9.5 million

Access Pharmaceuticals said proceeds from the arranged $9.5 million private placement of series A convertible preferred stock will help it reach its goals for the year.

"It is something the investors wanted and so our goal was to both raise money and convert our long term debt into equity and this was the vehicle we could use to get that done," said a company spokesperson.

"We have announced an acquisition previously with Somanta Pharmaceuticals and their shareholders have already approved it so we are looking into possibly completing that in the short term. And since we don't have a product for sale we will always been in the market place to raise more money, but this financing will carry us for the next 12 months."

The preferreds will be initially convertible into 3,179,999 common shares, a conversion price of about $2.99 per share.

The investors will also receive warrants for 1.59 million common shares, exercisable at $3.50 per share.

Access' stock (OTCBB: ACCP) closed at $3.14 on Thursday, down $0.51 from the last close Wednesday at $3.65.

SCO Capital Partners and Perceptive Life Sciences were lead investors in the deal.

Access also said that SCO Capital, Oracle Partners and some of their affiliates agreed to exchange $10 million principal amount of senior debt into the series A convertible preferreds.

Rodman & Renshaw, LLC is the placement agent.

Dallas-based Access is a biopharmaceutical company focused on treatment and care for cancer patients.

Mint negotiates C$6 million

In hope of expanding business into Europe, Mint Technology Corp. negotiated a C$6 million non-brokered private placement of units.

"This financing will provide for our current Canadian operations as well as allow the company to expand into Europe," said Frank Maduri, company president and chief executive officer, in a press release. "Taking a product that is built, tested and proven in Canada to a significantly larger market with a greater demand is a logical next step for Mint."

The company will sell units at C$0.09 per unit. Each unit consists of one common share and one half-share warrant. Each whole warrant will be exercisable at C$0.14 for one year.

The warrants may expire sooner if the average closing price of Mint's shares is more than C$0.30 for 30 consecutive days. In that case, the warrants will expire 30 days after the company notifies holders.

The company's stock (TSX Venture: MIT) closed at C$0.075 on Nov. 7 and did not see any activity on Thursday.

Proceeds will be used for working capital purposes in Canada and to implement a prepaid credit card program in Europe.

Toronto-based Mint develops and markets prepaid credit cards.

Tarsis plans C$3.2 million

In order to lure in the bees, Tarsis Capital Corp. cracked open a jar of honey when it decided to issue flow-through shares to raise C$3.2 million in a private placement of units and stock.

"We issued flow-through shares in this deal to attract Canadian investors looking for a tax break on their investment," said Marc G. Blythe, company president and chief executive officer. "We will be looking for further financing next year; we have quite a big program of work planned."

The company will sell up to 3 million flow-through shares at C$0.90 per share and up to 750,000 units at C$0.70 apiece. Each unit will consist of one common share and one half-share warrant, with each warrant exercisable at C$1.00 for 18 months.

Tarsis' stock (TSX Venture: TCC) closed at C$0.75, up C$0.4 from Wednesday's C$0.71close.

Proceeds will be used for exploration and general working capital.

Based in Vancouver, B.C., Tarsis is a capital pool company.

Azteca Gold pockets C$5.12 million

Azteca Gold Corp. dug into investors' pockets with a C$5.12 million non-brokered private placement of units.

The company sold 7,260,949 units at C$0.705 per unit. Each unit consists of one share and one warrant. Each warrant will be exercisable at C$0.88 for two years.

The company's stock (TSX Venture: AZG) closed at C$0.85, down C$0.1 from Wednesday's C$0.86 close.

Proceeds will be used for exploration drilling, property acquisitions and payments, assay and geologic assessment and for working capital and general corporate purposes.

Spokane, Wash.-based Azteca Gold is a mineral exploration company focused mainly on exploring for gold and silver in Mexico and the United States.

Genesis closes $5 million

In other news, Genesis Pharmaceuticals Enterprises completed a $5 million private placement of convertible notes and warrants with Pope Investments, LLC.

"This financing provides Genesis with a timely source of capital with which to buy a new drug which we believe has significant market potential and addresses large patient populations," said Cao Wubo, company chairman and chief executive officer, in a press release.

"This investment will allow the company to grow and develop our product lines while extending our relationship with a leading research institute in China."

The notes mature on Nov. 30, 2010. They are convertible into common stock at $0.25 per share.

Pope also received warrants for 10 million shares. The warrants are exercisable at $0.32 per share.

Genesis' stock (OTCBB: GTEC) closed at $0.35, down $0.5 from Wednesday's $0.40 close.

Some of the proceeds will be used as a down payment for a new drug, Ligustrazine Ferulic Acid Acetate. The rest of the proceeds will be used to support the company's U.S. operations.

Genesis is a pharmaceutical company based in Laiyang, China.


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