Volume remains steady even as oil falls; TransMeridian closes $25 million deal

By Sheri Kasprzak

Atlanta, Nov. 12 - Private placement volume held its ground at the end of the week even as oil prices continued to fall.

Sell-siders stood by their theory that investors will likely have cash for private placement deals until around the holiday season when the window of opportunity for the deals will probably close.

"Again, it has less to do with oil than it does with investors being willing to pay for these deals, if they're priced well," said one source. "I do think that the window of opportunity for companies will close within the next month or so. That's probably why you're seeing so many getting done this week, or being announced."

Canadian volume took a spill Friday, in a slump over oil prices, which took another dive Friday.

Oil fell $0.10 to $47.32 per barrel on Friday.

Only four Canadian companies issued announcements Friday about private placement offerings, the largest deal at C$12.375 million.

In the United States, TransMeridian Exploration Inc. led private placement action Friday with word that it has wrapped up its $25 million private placement.

The company sold 1,785,714 shares of its series A cumulative convertible preferred shares at $14,000 per share. Warrants for 4,464,286 common shares at $1.55 were also issued in the deal.

"Completion of this private placement puts TransMeridian on solid financial footing and will allow us to continue with our plans for accelerated development of the South Alibek field and will allow us significant flexibility in pursuing other growth opportunities in the region," said president and chief executive officer Lorrie T. Olivier in a news release.

TransMeridian is a Houston-based oil development and acquisition company. It plans to us the proceeds from the deal for general corporate purposes, including the funding of its development drilling program in the South Alibek Field in Kazakhstan, and to pursue growth opportunities.

On Friday, TransMeridian's stock closed up $0.15 at $1.70.

Kronos gets $20 million

Kronos Advanced Technologies Inc. received a $20 million standby equity agreement from Cornell Capital Partners.

Kronos sold five million shares of its restricted common stock to Cornell on Oct. 15 as part of the agreement. For each share, Cornell will pay 98% of the lowest volume weighted average price of the company's common stock traded on the over-the-counter bulletin board for five days after the notice date.

Newbridge Securities Corp. acted as financial advisor in the deal.

Kronos is a Belmont, Mass.-based air-purification company. Its stock closed up $0.005 at $0.145 Friday.

ITC^DeltaCom closes $15 million deal

ITC^DeltaCom Inc. raised $15 million through the sale of its series B convertible redeemable preferred stock.

The company sold 150,000 shares of the 8% series B convertible shares at $100 each to Welsh, Carson, Anderson & Stowe VIII LP and its affiliate, all of which were involved in ITC^DeltaCom's acquisition of BTI Telecom Corp.

The shares are convertible into common shares for an initial conversion price of $3 per share. The shares pay 8% dividends annually.

ITC^DeltaCom is a West Point, Ga.-based telephone company. The private placement is part of the company's merger with BTI. On Friday, the company's stock closed down $0.19 at $2.46.

Great Expectation's $2.9 million deal

Great Expectations and Associates Inc. said Friday it raised $2,925,000 in a private equity financing.

Full details were not available at press time Friday.

On Friday, the company also announced that its acquisition of Advaxis Inc., a Princeton, N.J.-based biopharmaceutical company.

"We're very pleased to see the institutional support and confidence from new high-quality investors in our Listeria-based drug development," said Advaxis president and chief executive officer J. Todd Derbin in a statement. "We anticipate that the proceeds of the equity financing will allow the company to aggressively continue the development of its cancer vaccines and provide it with sufficient funding to complete a phase I trial in cervical cancer patients using the company's lead vaccine candidate Lovaxin C by the end of 2005."

VoIP closes $1.55 deal

VoIP Inc. closed an equity private placement for total proceeds of $1.55 million Friday.

Spencer Clark LLC and MZM Capital acted as placement agents in the deal.

Additional details could not be obtained by press time Friday.

"As a result of this transaction, our financial condition is much stronger," said Steven Ivester, chief executive officer of VoIP, in a statement. "We now have additional resources to accelerate our efforts in the marketplace."

Proceeds from the deal will be used to fund the expansion of VoIP's operations, including the development of new distribution channels, increased marketing efforts and the growth of customer service, support and sales operations.

Based in Fort Lauderdale, Fla., VoIP is a voice-over technology company. On Friday, its stock closed up $0.19 at $1.69.

VCG Holding sells $1.25 million in notes

VCG Holding Corp. has sold $1.25 million in 12% convertible subordinated notes in a private placement.

The notes have a two-year term and are convertible into common shares at $2 each. The notes also have detachable warrants for 312,500 shares of common stock at $3 for half of the warrants and $4 for the other half.

The shares were sold to institutional and private investors.

Westminster Securities Corp. acted as placement agent in the deal.

"We are pleased to have attracted a group of high-caliber investors and to have had excess demand for the notes offered," said VCG chairman and chief executive officer Troy Lowrie. "The proceeds allow us to further execute upon our aggressive growth strategy through the acquisition of Diamond Cabaret, which complements our existing Denver nightclubs."

Based in Denver, VCG is the owner, operator and consolidator of adult nightclubs. The company plans to use the proceeds from the deal to provide permanent financing for its recently acquired Diamond Cabaret in Denver.

GammaCan gets agreements for deal

Israel-based GammaCan International Inc. said Friday it received subscription agreements for $1,222,000 million in shares and warrants.

On Nov. 11, the company said it received the agreements from two offshore investors and five accredited investors for 978,000 units of one share and one warrant for $1.25 each.

The warrants allow for the purchase of an additional share at $1.50 for the first 15 months and $2 for nine months.

GammaCan is a biopharmaceutical company based in Givat Shmuel, Israel. On Friday, the company's stock closed up $0.03 at $1.70.

Canadian deals

Deer Creek Energy Ltd. led Canadian private placement deals with its C$12.375 million offering.

The company plans to sell 1.1 million flow-through common shares at C$11.25. The deal will be offered on a bought-deal basis through an underwriting syndicate led by Peters & Co. Ltd.

Deer Creek is a Calgary, Alta.-based oil exploration company. It plans to use the proceeds from the financing before Dec. 31, 2005, for its core-hole and geophysical programs for the Joslyn project.

Deer Creek's stock closed down C$0.13 at C$8.71.

Nevada Pacific closes C$7.359 million deal

In other Canadian deals, Nevada Pacific Gold Ltd. wrapped up its C$7,359,111 private placement.

The company sold 5,155,000 units and the greenshoe on the deal was also exercised for an additional 2,431,712 units, for a total of 7,586,712 units of one share and one half-share warrant. The units were sold for C$0.97 each.

The whole warrants allow for the purchase of an additional share at C$1.20 for one year.

Canaccord Capital Corp. served as underwriter in the deal.

Based in Vancouver, B.C., Nevada Pacific Gold is a gold and silver exploration company. The company plans to use the proceeds from the deal to complete the purchase of the Magistral Gold Mine in Mexico, for fund reserve and resource development work at Magistral, for the advancement of exploration on the company's silver and gold exploration projects in Nevada and for general working capital.

On Friday, its stock closed up C$0.02 at C$0.99.

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