Lux to issue promissory notes; TNR brings non-brokered deal; Midlands closes financing for now

By Stephanie N. Rotondo

Portland, Ore., Dec. 8 - Mining and resource companies remerged Tuesday as the top issuers in the private placement market.

Lux Energy Corp. brought a $3 million deal to market. The company will sell up to that amount of convertible promissory notes to an unnamed private equity firm.

TNR Gold Corp. meanwhile said it would take in C$3 million from a fully subscribed private placement of units. One of the company's board has subscribed for half the offering, while another unnamed investor has agreed to purchase the remainder. TNR also said it canceled another previously announced financing.

Also in the mining arena, Midlands Minerals Corp. said it wrapped the second tranche of its previously announced C$6 million placement of units. The company has thus far raised about C$4 million and, according to its top executive, will not be going forward with the deal.

Among the other sectors represented during Tuesday's session, pharmaceutical company Global Health Ventures Inc. announced it completed the second tranche of its $2 million private placement of units. The company will use the funding to further its male enhancement drug candidate.

And, Morgan Creek Energy Corp. is looking to raise $2 million from a private placement of units.

Lux to issue promissory notes

Lux Energy plans to raise up to $3 million via a private placement of convertible promissory notes.

Lux will initially raise $400,000.

The notes are convertible into common shares at a conversion rate based on the five-day average trading value.

According to a press release announcing the deal, the investor is a private equity firm.

"The funds are arriving at a critical juncture for the company as we embark on our Woodrush venture with Dejour Enterprises in Northern British Columbia and our West Central Alberta entrance into the Barrhead fields," said Shane Broesky, president, in the release.

"Lux Energy shareholders should note that the timing and terms of this funding has put the company in an enviable position to capitalize on these notable petroleum opportunities throughout 2010 and beyond."

Lux's equity (OTCBB: LUXE) fell 9 cents, or 12.86%, to $0.61.

Lux Energy is a Calgary, Alta.-based oil and gas exploration company.

TNR brings non-brokered deal

TNR Gold, a Vancouver, B.C.-based metals exploration company, announced a fully subscribed non-brokered C$3 million private placement of common share units.

The company will sell 10 million of the units at C$0.30 each. The units will hold one common share and one half-share warrant. Whole warrants are exercisable at C$0.40 for two years.

Kirill Klip, TNR's non-executive chairman, has agreed to purchase 5 million units. In addition, Klip will sell 5 million shares privately in an effort to "bring key energy sector strategic investors into the company," according to a press release.

A single unnamed investor subscribed for the remaining units.

"We are encouraged by the continuing support received from Mr. Klip and welcome new strategic investors in TNR and International Lithium Corp.," said Gary Schellenberg, president and executive chairman, in the release.

"It is clear that our strategic focus on lithium, other rare metals and rare earth elements properties around the world has attracted energy sector investors who are building a portfolio of green energy assets including TNR and wholly owned International Lithium Corp."

Additionally, TNR said it did not plan to complete a C$3 million brokered placement of units, which was announced Sept. 22.

TNR's stock (TSX Venture: TNR) dipped half a cent, or 1.67%, to C$0.295. Market capitalization is C$28.1 million.

Midlands closes financing for now

Midlands Minerals closed the second tranche of its previously announced C$6 million private placement of units, taking in C$872,383.

The deal originally priced on Oct. 13 and includes a 30% greenshoe. The first tranche of C$3.21 million closed Nov. 10.

The Toronto-based gold and diamond explorer had intended to sell a total of 40 million units at C$0.15 each. The units will contain one common share and one half-share warrant. Whole warrants are exercisable at C$0.25 for two years.

In this portion of the financing, Midlands issued 650,000 units on a brokered basis and another 4.73 million units on a non-brokered basis.

In the first closing, the company sold approximately 9 million units on a brokered basis and approximately 12.42 million units on a non-brokered basis.

Kim Harris, president and CEO of Midlands, told Prospect News that the company now has "enough money to go in and implement our programs." As such, the company does not intend to go forward with the financing at these terms.

Harris also said that the company received "very, very favorable responses" from the market, noting a recent write-up on MineSite.com, which she said was "extremely positive about the company and its prospects."

In addition, Harris said Midlands was recently given the honor of being the stock pick of the week on Dec. 4, according to J. Taylor's gold and technology weekly hotline.

Proceeds from the financing will be used for exploration programs at Midlands' Ghana mines, particularly the Sian and Kwahu Praso properties located on the Ashanti Gold Belt. Some funds will also be used for general corporate purposes.

Midlands' equity (TSX Venture: MEX) slipped 1½ cents, or 5.36%, to C$0.265. Market capitalization is C$15.1 million.

Global sells second tranche

Among other multi-tranched deals, Global Health Ventures sealed $400,000 in the second tranche of its $2 million private placement of units, according to a press release.

The first tranche of $600,000 closed on Oct. 28.

The units will consist of one common share and one warrant. The units will be issued at $0.75 each.

The warrants are exercisable at $1.00 until Dec. 8, 2011.

All told, the company has issued 1.33 million units.

"As a result of the closing of the second tranche of the private placement, we have now raised $1 million of the contemplated total $2 million private placement as announced previously," remarked Dr. Hassan Slari, president and chief executive officer, in the release.

"We expect that the company will complete the entire financing of $2 million and we aim to use the proceeds of the financing to carry out the clinical trials of our male sexual enhancement drug, X-Excite."

Global Health's shares (OTCBB: GHLV) slid 8 cents, or 8.16%, to $0.90. Market capitalization is $62.9 million.

Global Health Ventures is a Vancouver, B.C.-based specialty pharmaceutical company.

Morgan Creek plans unit sale

Morgan Creek Energy arranged a $2 million private placement of units, the company announced.

The Dallas-based company intends to issue 4 million units at $0.50 each. The units will consist of one common share and one half-share warrant. Whole warrants are exercisable at $1.00 for one year.

The company did not return calls seeking comment.

Morgan's stock (OTCBB: MCKE) declined 9 cents, or 13.04%, to $0.60. Market capitalization is $18.7 million.

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