North American Palladium plans $58.5 million note offering; CytRx prepares to close $13.42 million PIPE

By Sheri Kasprzak

New York, March 3 - In a day filled with natural resource offerings, North American Palladium Ltd. led them all, pricing a $58.5 million convertible note offering.

The placement sent the company's stock up slightly on Friday, securing a gain of 3.53%, or 38 cents, to close at $11.16 (Amex: PAL).

The 6.5% notes being offered in the placement will be redeemed over 18 months beginning one year after issuance and are convertible into common shares at a 13% premium to the market price at closing.

The deal is scheduled to close on March 15.

Kaiser Francis Oil Co., the company's majority shareholder, and another institutional investor, agreed to buy the notes and will receive warrants equal to 50% of the shares issuable upon conversion. The warrants are exercisable for four years at a price equal to 125% of the then-applicable market price.

Kaiser and the other investor agreed to buy $35 million of the notes at closing, and Kaiser will have the right to buy another $10 million before Dec. 31. If Kaiser does not exercise its right to purchase the additional $10 million, other investors may purchase the balance.

Also, North American has the right to sell Kaiser $13.5 million in additional notes before June 30 in order to repay an outstanding loan to Kaiser.

Proceeds from the placement will be used to complete underground development at the company's Lac des Iles mine and to advance work at the Arctic platinum project to earn a 50% interest in the Gold Fields Ltd. properties. The remainder will be used for general corporate purposes.

Looking to the company's latest earnings report, North American reported a net loss of C$19.61 million for the quarter ended Sept. 30, 2005, compared with net income of $6,598,000 for the same quarter of 2004.

Toronto-based North American is a platinum group metals exploration company.

CytRx's $13.42 million unit offering

Moving to the biotech sector, CytRx Corp. announced the pending closure of a $13.42 million unit deal.

The company has entered into definitive agreements with 23 institutional investors for 10,650,794 units at $1.26 each. The units consist of one share and one half-share warrant. Each whole warrant is exercisable for five years at $1.54.

The offering was announced Friday morning and sent the company's stock up 15.94%, or 22 cents, to settle at $1.60 (Nasdaq: CYTR).

T.R. Winston & Co. LLC is the placement agent.

Proceeds will be used for phase 2 clinical trials on the company's amyotrophic lateral sclerosis compound.

"We are extremely pleased to have attracted to CytRx a select group of individual and institutional investors whose investment in CytRx will help fund our ongoing clinical development, most notably our phase 2 clinical trial targeting amyotrophic lateral sclerosis (ALS or Lou Gehrig's disease)," said Steven Kriegsman, the company's chief executive officer, in a statement. "We believe investment by institutions experienced in biotechnology represents an endorsement of the commercial potential of our drug candidates, and this financing will better position CytRx to negotiate strategic alliances that could provide future non-dilutive financing."

CytRx, based in Los Angeles, develops small-molecule drug candidates used to treat ALS.

Impart Media raises $4.49 million

Looking to the tech sector, Impart Media Group, Inc. completed a $4,495,000 offering of series A convertible preferreds.

The company sold 2.9 million shares of the preferreds at $1.55 each to institutional investors and issued warrants for 2.9 million series A shares. The warrants are exercisable for three years at $2.25 each.

The full terms of the offering could not be determined Friday evening.

H.C. Wainwright & Co., Inc. was the placement agent.

Proceeds will be used for acquisitions and working capital.

On Friday, after the deal was announced in the afternoon, Impart's stock gained 11 cents, or 3.32%, to close at $3.42 (OTCBB: IMMG).

"Today's announcement of this successful financing will enable Impart to continue to build on the company's recent momentum," said Joe Martinez, the company's CEO, in a news release. "We feel that an equity component from a group of respected institutional investors, along with our existing debt facility provided by Laurus Master Fund (Ltd.), will improve the financing strength of Impart, bringing us a significant step closer to realizing our goal of becoming the leader in the rapidly expanding out-of-home digital advertising media market."

Seattle-based Impart develops content for digital signage used by retailers, governments and other clients.

Energy offerings dominate market

For the second straight session, oil prices made gains, sparking further PIPE activity among energy issuers.

Oil gained $0.31 Friday to close at $63.67 per barrel after gaining $1.39 Thursday.

The energy offerings Friday were led by a C$35,001,300 stock offering priced by Caspian Energy Inc.

The company plans to sell 13,726,000 shares at C$2.55 each through a syndicate of underwriters led by Orion Securities Inc. The syndicate has a greenshoe for up to 5,883,000 shares.

The deal is expected to close March 22.

Proceeds will be used for drilling at the company's Baktygaryn Block and for general corporate purposes.

The company's stock gained 2.94%, or 8 cents, to end at C$2.80 (Toronto: CEK).

Caspian, based in Toronto, is an oil and natural gas exploration company.

In the United States, CanArgo Energy Corp. announced the pending settlement of a $13 million convertible note deal.

The subordinated guaranteed convertible notes mature Sept. 1, 2009, bear interest at 3% through Dec. 31, 2006 and at 10% annually thereafter. The notes are convertible at $1.37 each.

The investors will receive warrants for 13 million shares, exercisable for two years at $1.37 each.

Proceeds will be used to develop the company's Kyzyloi gas field in the Republic of Kazakhstan and to explore programs in Kazakhstan through Tethys Petroleum Investments Ltd.

The stock remained unchanged Friday to settle at $1.16 (Amex: CNR).

New York-based CanArgo is an oil and natural gas exploration company.

Internationally, MedOil plc priced a £3.25 million stock offering Friday.

Institutional investors will buy 18,055,556 shares at 18p each. The shares are priced at a 12.2% discount to the company's closing stock price of 20.5p on March 2.

Arden Partners Ltd. is the placement agent.

Proceeds from the offering will be used to develop the company's Louza Block in Tunisia.

MedOil's stock advanced 0.37p to close at 22p Friday (London: MDL).

Based in London, MedOil is an oil and natural gas exploration company focused on properties in the Mediterranean and North African regions.

Magnum Uranium raises C$4.8 million

Elsewhere in Canadian resource offerings, Magnum Uranium Corp. has concluded a C$4,803,660 private placement of 3,409,200 units at C$1.05 each and 1.02 million flow-through units at C$1.20 each.

The non flow-through units include one share and one half-share warrant. Each whole warrant is exercisable at C$1.35 for the first year and at C$1.60 for the second year.

The flow-through units are comprised of one share and one half-share warrant. The whole warrants are exercisable for flow-through shares at C$1.50 for the first year and at C$1.75 for the second year.

Pacific International Securities Inc. was placement agent.

Proceeds will be used for exploration on the company's uranium projects in the United States and Canada as well as for working capital.

"Upon closing of this private placement, Magnum has working capital of approximately C$6.6 million," said Craig Lindsay, the company's CEO, in a release. "Our strong cash position will allow us to implement a comprehensive range of planned exploration programs on our existing properties, as well as provide capital selective acquisitions as opportunities are identified."

The company's stock slipped 8 cents, or 8%, to end at C$0.92 (TSX Venture: MM).

Based in Vancouver, B.C., Magnum is a uranium exploration company.

Another uranium explorer, Scimitar Resources Ltd., based in West Perth, Western Australia, priced a A$1 million private placement of stock. That offering includes 3,333,333 shares at A$0.30 each.

Barclay Wells Ltd. and Ark Equities Pty. Ltd. are the placement agents.

Proceeds will be used for drilling at the company's Yanrey uranium project.

Scimitar's stock gained A$0.005 to end at A$0.335 (Australia: SIM).

Novelos stock falls 5%

After announcing a $12,865,500 private placement Thursday, Novelos Therapeutics, Inc.'s stock lost 5% Friday.

The stock slipped 10 cents to close at $1.90 (OTCBB: NVLT).

On Thursday, when the offering was announced, the stock gained a penny to close at $2.00.

The placement includes shares at $1.35 each offered to a group of institutional investors. The price per share is a 32% discount to the company's closing stock price of $1.99 on March 1.

According to one buysider reached Thursday, the discount is "enormous."

Based in Newton, Mass., Novelos is a biotechnology company focused on treatments for cancer and hepatitis B.

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