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Published on 11/13/2007 in the Prospect News PIPE Daily.

Explor completes C$2.23 million financing; NewStar negotiates $125 million; Petrosearch wraps $8.1 million

By LLuvia Mares

New York, Nov. 13 - In order to receive money quickly and help investors save cash through tax deductions, Explor Resources Inc. decided to issue flow-through shares.

"Flow-through shares give fiscal deductions, there is always a big demand for [this type of deal] from our investors," said Julie Godard, the company's legal counsel.

"The company is always looking for financing and acquisitions. Right now they have very good properties in Ontario and Quebec and they have a very good chance of discovering a new mine."

On Tuesday, Explor completed a C$2.23 private placement of units. The deal priced on Oct. 25 for C$1.05 million with a C$500,000 greenshoe.

The company sold 2,978,500 flow-through units at C$0.35 each and 3,378,643 non flow-through units at the same price. It originally intended to sell only 1.5 million of each type of unit.

Each flow-through unit consists of one flow-through share and one half-share warrant. Each non flow-through unit consists of one non flow-through share and one warrant.

Each whole warrant from either series of units will be exercisable for one non flow-through share at C$0.50 for two years.

Explor's stock (TSX Venture: EXS) closed at C$0.35 on Tuesday, down C$0.02 from the C$0.37 close on Monday.

Union Securities Ltd. was the agent.

Proceeds will be used for exploration expenses on the company's mining properties in Ontario and Quebec.

Explor is a resource exploration company based in Rouyn-Noranda, Quebec.

NewStar seeks $125 million

In other news, NewStar Financial, Inc. announced Tuesday it plans to raise a $125 million private placement of stock.

The company will sell a total of 12.5 million shares at $10.00 per share, representing a premium of 10.4% to Monday's closing price of $9.06. The shares will be sold in a two-part transaction.

The first tranche for 7.25 million shares is expected to close Nov. 29. The second tranche for 5.25 million shares is still waiting shareholder approval, which is expected in January.

The company's stock (Nasdaq: NEWS) closed at $10.32 on Tuesday, up $1.26 from Monday's close of $9.06.

Investors include Corsair Capital, Union Square Partners, Och-Ziff Capital Management, Swiss Re and SAB Capital.

Citi is the placement agent.

Boston-based NewStar is a specialty finance company.

Petrosearch sells $8.1 million

With $8.1 million in its pocket Tuesday, Petrosearch Energy Corp. can continue its exploration and revamping of one of its biggest projects.

"We are pleased to have executed a financing that will provide the necessary capital to continue the ramping up of our Barnett Shale Project," said Richard Dole, company's chief executive officer, in a press release.

"We are very excited about the results of the Barnett Shale Project to date as well as the future prospects."

The company completed $8.1 million from a private placement of secured convertible promissory notes with several institutional and high net worth investors.

The notes mature in three years and bear interest at 8% per year. They are convertible into common stock at $1.05 per share.

The company's stock (OTCBB: PTSG) closed at $0.42 on Monday and did not see any activity on Tuesday.

The investors also received warrants for 1,928,575 shares, exercisable at $1.50 for three years.

Petrosearch is a resource-based energy company with headquarters in Houston.

Capital plans C$12 million

In the finance department, Capital Alliance Group Inc. announced it plans to raise up to C$12 million in two private placements of units, made up of a non-brokered portion and a brokered portion for C$7 million and a C$5 million debt financing.

In the units deal, the company will sell units at C$1.90 apiece. Each unit consists of one common share and one half share warrant. Each whole warrant is exercisable at C$2.25 for two years.

If the company's shares trade at C$3.38 or higher for 120 consecutive trading days, the warrants may expire 30 days after the company notifies holders.

Capital Alliance Group has also signed a non-binding term sheet for a C$5 million debt financing with detachable share purchase warrants. The loan will have an 8% coupon and the four-year warrant is exercisable for C$5 million in common shares at C$2.15 in the first two years, C$2.45 in the third year and C$3.00 thereafter.

The company's stock (TSX Venture: CPT) closed at C$2.00 on Monday and did not see any activity on Tuesday.

Proceeds will be used for an acquisition and working capital.

Capital Alliance Group is an investment, marketing and management organization headquartered in Vancouver, B.C.

Medical Discoveries gets $1.3 million

Leading news in the medical sector, Medical Discoveries, Inc. was $1.3 million richer on Tuesday after announcing it completed a private placement of series B preferred stock.

"We are pleased that the Lodemo Group has demonstrated its confidence in our business model, technology and development capabilities to make a direct investment in MDI at a significant premium to the current valuation," said Richard Palmer, company president and chief operating officer, in a press release.

"We believe a substantial opportunity exists to become a leader in the production of non-food based biodiesel feedstock oil and high quality biomass. We are well underway on our Jatropha development activities in Mexico with Lodemo and we are extremely pleased in their operational knowledge and capabilities."

Corporativo Lodemo SA de CV and Greenrock Capital Holdings, LLC are the underwriters.

Medical Discoveries sold 1,300 of the preferred shares.

The preferreds are convertible into 11.82 million common shares, an effective conversion price of $0.11.

Medical Discoveries' stock (Pink Sheets: MLSC) closed at $0.55 on Tuesday, down $0.05 from Monday's $0.06 close.

Proceeds will be used for working capital and general corporate purposes.

Medical Discoveries is a renewable energy company based in Los Angeles.


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