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Published on 3/27/2007 in the Prospect News PIPE Daily.

Pinetree prices C$121.3 million placement of units; Vena ups offering to C$18 million

By Laura Lutz

Des Moines, March 27 - Canadian offerings dominated PIPEs news on Tuesday, led by Pinetree Capital Ltd.'s announcement of a C$121.23 million private placement of units.

The Toronto-based investment banking company plans to sell up to 5 million units, and a minimum of 1.5 million units, for C$24.26 per unit.

Each unit will consist of one share and one half-share warrant with each whole warrant exercisable at C$30.00 for five years.

Genuity Capital Markets acted as lead agent for a syndicate that also included Westwind Partners Inc., Canaccord Adams and Kingsdale Capital Markets Inc.

Proceeds will be used for future investment, to repay indebtedness and for general corporate purposes.

Pinetree raised C$32 million and C$34.5 million, respectively, in private placements that settled in March and April 2006.

The company's shares gained 10 cents, or 0.41%, to close at C$24.50 on Tuesday (Toronto: PNP).

As usual, Canadian resource companies accounted for many of the day's offerings.

Vena Resources Inc. upsized its previously announced private placement of units to C$18 million from C$14 million.

The change was made in response to "strong institutional demand," according to a company news release.

The offering, which priced on Thursday, includes units of one share and one warrant at C$1.40 per unit.

Each whole warrant will be exercisable at C$2.00 for two years.

Loewen, Ondaatje, MacCutcheon Ltd. and Olympus Securities LLC will act as agents for C$10 million of the offering. The remainder will be non-brokered.

Proceeds will be used for the Toronto company's Azulcocha zinc and lead project and for working capital.

Its shares lost 1 cent, or 0.64%, to close at C$1.55 on Tuesday (TSX Venture: VEM).

Inca Pacific ups units to C$9 million

Also upsizing a previously announced deal was Inca Pacific Resources Inc.

The company said in a news release that it has increased the size of its previously announced private placement of units to C$9 million from C$8 million to meet "additional investor demand."

The Vancouver, B.C.-based company plans to sell shares at C$0.75 each.

Raymond James Ltd. will act as agent.

The deal was announced on Feb. 15 as an C$8 million offering, and pricing was set on March 22. Settlement is expected on April 5.

Proceeds will be used to complete a feasibility study on the company's Magistral copper-molybdenum project in Peru.

The company's shares dropped 4 cents, or 4.49%, to close at C$0.85 on Tuesday.

Mansfield pockets C$16.5 million

Vancouver-based Mansfield Minerals Inc. raised C$16.5 million from a private placement of shares.

The deal included at C$1.5 million greenshoe, which was fully exercised.

In total, the company sold 5.5 million shares at C$3.00 each.

Paradigm Capital Inc. acted as lead agent with GMP Securities LP as co-agent.

Proceeds will be used to finance exploration and investments in Argentina and Peru, for general and administrative costs, and for working capital.

The company raised C$6 million from a private placement in 2006 and C$1.4 million from an offering in 2005.

Its shares closed unchanged at C$3.28 (TSX Venture: MDR).

Starfield wraps C$15.1 million deal

Starfield Resources Inc. also announced the full exercise of a greenshoe, this one increasing its offering of units and flow-through shares to C$15.1 million.

The company sold 31,249,999 non flow-through units at C$0.24 each and 27,142,855 flow-through shares at C$0.28 each.

Each unit will consist of one share and one half-share transferable warrant with each whole warrant exercisable at C$0.30 for two years.

Westwind Partners Inc., Westwind Partners (UK) Ltd. and Westwind Partners (USA) Inc. were the lead agents.

The Vancouver, B.C.-based resource company will use the proceeds for exploration and working capital.

"I am pleased that investors' demand for Starfield's offering resulted in the company raising over $15 million and I am confident that we will now be able to advance our Ferguson Lake Project to the next stage," president and chief executive officer André J. Douchane said in a news release.

Starfield's shares closed down 0.5 cents, or 2.08%, at C$0.235 on Tuesday (TSX Venture: SRU).

Delphax plans $7 million sale

Moving to the United States, Delphax Technologies Inc. arranged a $7 million securities purchase agreement with a fund managed by Whitebox Advisors, LLC.

The financing will be settled in two phases.

Delphax has already closed the first tranche, raising $900,000 from a 12% secured subordinated promissory note.

The note matures in February 2008. Whitebox also received a warrant for 1.2 million shares of Delphax stock.

The second phase of financing will include an additional 12% secured subordinated promissory note for $6.1 million.

The second note will be due in 2012, and the maturity of the note from the first round will also be extended to 2012 at that time.

The investor will receive a warrant for 6.3 million common shares as part of the second tranche.

The second phase is subject to shareholder approval.

Holders will be able to exercise the warrants by paying a $1.28 per share cash exercise price, by surrendering $1.00 per share in principal of notes or by cashless exercise based on the net value of the warrants.

Proceeds will be used to repay the subordinated notes issued in 2004 and for general corporate purposes.

Minneapolis-based Delphax makes digital print production systems.

Its shares dropped 18 cents, or 13.53%, to end at $1.15 on Tuesday (Nasdaq: DLPX).

Neuralstem adds $1 million to deal

In the biotechnology sector, Neuralstem, Inc. raised an additional $1 million from its previously announced private placement of units, bringing the total deal size to $6.135 million.

In total, the company sold 2.454 million units of one share and one half-share warrant at $2.50 per unit. Each whole warrant is exercisable at $3.00.

T.R. Winston and Co. was the placement agent.

Proceeds will be used for the company's anticipated first human trial and for working capital and general corporate purposes.

Based in Rockville, Md., Neuralstem develops technologies to transplant human neural stem cells.

The company's shares lost 2 cents, or 0.61%, to close at $3.28 (OTCBB: NRLS).


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