Norwood Abbey pockets $3 million from convertible note sale; Noble House prices PIPE

By Sheri Kasprzak

New York, April 24 - Leading another light day of PIPE activity Monday was a $3 million private placement from Australia's Norwood Abbey Ltd.

The company sold a 12% one-year note to a U.S.-based institution. The note is convertible at A$0.35 each. The investor received warrants for 3,963,012 shares, exercisable at A$0.35 each.

The stock fell a penny on Monday to settle at A$0.34 (Australia: NAL).

This isn't the first time Norwood Abbey has looked to the PIPE market for funding.

The company issued a $10 million convertible note to U.S.-based investors, including Indus Capital Partners and Tiedemann Global Emerging Markets, in September 2005. The note was convertible at A$0.42 each.

Moving to the company's latest earnings statement, Norwood Abbey reported a net loss of $12.62 million for the half-year ended Dec. 31, 2005, compared with a net loss of $20,778,000 for the same period ended Dec. 31, 2004.

The company reported net revenues of $685,000 for the six months ended Dec. 31, 2005, compared with $879,000 for the corresponding period of 2004.

Based in Victoria, Australia, Norwood Abbey develops products used in laser eye surgery and other optical procedures.

In other PIPE activity Monday, Noble House Entertainment Inc. made headlines for the second week in a row, this time pricing a $1.4 million unit deal.

The offering includes up to 2 million units at $0.70 each comprised of one share and one half-share warrant. The full warrants are exercisable at $0.85 each.

The price per unit is a 39% discount to the company's $1.15 closing stock price Monday.

The placement is expected to close May 4.

The pricing was announced Monday afternoon and by the end of the day, the stock had advanced by 4.55%, or 5 cents, to end at $1.15 (OTCBB: NHSEF).

The offering comes just a week after Noble House settled a $1 million private placement of 2 million units.

The proceeds from the latest deal will be used for working capital.

Toronto, Ont.-based Noble House develops and produces films, television series, television movies and non-fiction programming.

In the broader market Monday, one sellsider said sinking stocks made pricing PIPEs less than palatable.

"It's just not a good day," he said. "I think we're probably waiting for a [stock market] rebound."

The Dow Jones Industrial Average gave up 11.13 to close at 11,336.32; the Nasdaq composite index slipped 9.48 to end at 2,333.38; and the Standard & Poor's 500 composite index dropped 3.17 to settle at 1,308.11.

Bear Ridge plans C$23.15 million deal

In Canada, mineral offerings led activity even as oil prices slipped and gold prices also fell.

"These appear to be relatively small and temporary dips," said one market source based in Vancouver, B.C., of the drops in oil and gold prices. "I was just reading something today that gold is about to reach $700 [per ounce]. Oil will probably rebound as well. And, as I've said before, [PIPE activity] is really dependent, to a great degree, what goes on especially with oil. I'd look for more gold, too."

Oil prices fell $1.84 on Monday to close at $73.33 per barrel.

Looking to specific offerings, Bear Ridge Resources Ltd. priced a C$23,152,500 private placement.

The deal includes up to 3.15 million flow-through shares at C$7.35 each, a 27.82% premium to the company's C$5.75 closing stock price on April 21.

The offering will be placed through a syndicate of underwriters led by Tristone Capital Inc.

The placement is slated to close May 12.

The stock dropped 5.91%, or 34 cents, to settle at C$5.41 Monday (Toronto: BER).

Proceeds will be used for exploration and development on the company's properties.

Calgary, Alta.-based Bear Ridge is an oil and natural gas exploration and development company.

Elsewhere, Campbell Resources Inc. negotiated two PIPE deals totaling C$10.5 million.

The offerings were announced early in the session on Monday, and by the end of the day, the stock had given up 12.2%, or 2.5 cents, to close at C$0.18 (Toronto: CCH).

In the largest deal, Campbell plans to sell 100 million special warrants at C$0.08 each. The special warrants are exchangeable for units of one share and one half-share warrant. The whole warrants are exercisable at C$0.15 each.

Sprott Securities Inc. is the placement agent.

Also, Nuinsco Resources Ltd. agreed to buy 31.25 million units at C$0.08 each for proceeds of C$2.5 million

Concurrently, Campbell will conduct a rights offering for up to 62.5 million units at C$0.08 apiece for up to C$5 million.

All of the units have the same terms as the units offered in the brokered placement.

The proceeds will be used to expand production at the company's Copper Rand mine, to develop the Corner Bay deposit and to retire up to C$4 million in debt. The rest will be used for working capital.

Montreal-based Campbell is a mineral exploration company.

Mega Uranium stock dips

After concluding a C$31,531,600 PIPE on Friday, Mega Uranium Ltd.'s stock slipped a touch Monday, giving up 6 cents to end at C$8.84 (TSX Venture: MGA).

On Friday, when the deal closed, the stock gained 1.83%, or 16 cents, to finish at C$8.90.

In the non-brokered deal, Mega issued units of one share and one half-share warrant at C$8.50 each. Each whole warrant exercisable at C$12.00.

Toronto, Ont.-based Mega is a uranium exploration company focused on properties in Australia, Argentina, Mongolia and Canada.

O2Diesel stock advances 8.5%

O2Diesel Corp.'s stock, on the other hand, continued to make gains, moving up another 8.47% on Monday.

The stock climbed 16 cents to end the day at $2.05, gaining another penny in after-hours trading (Amex: OTD).

On Thursday, the company priced two placements totaling $6.5 million.

In the first deal, UBS AG agreed to buy shares at $0.75 each and in the second, Standard Bank plc agreed to buy shares at $0.75 each.

When the deal, priced, the stock slipped 13.23%, or 25 cents, to settle a $1.64 but gained a penny in after-hours activity.

Based in Newark, Del., O2Diesel develops cleaner-burning diesel fuel.

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