TRC wraps $20 million stock deal; Metalline Mining leads influx of resources offerings

By Sheri Kasprzak

New York, March 6 - TRC Cos. Inc. led PIPE news to kick off the week, closing a $20 million private placement of shares with two investors.

The offering sent the company's stock up slightly Monday, with its shares gaining 2.06%, or 23 cents, to close at $11.42 (OTCBB: TRR).

TRC sold 2,162,162 shares at $9.25 each, an 11% discount to the weighted average closing price of the company's stock for the 60 days ended Feb. 27, to Federal Partners, LP and Peter Kellogg.

Connected to the placement, Stephen Duff, chief investment officer of the Clark Estates, which manages Federal Partners, was named to TRC's board of directors.

"This transaction improves our financial flexibility as we continue building our organization and implementing our plans for the future," said Chris Vincze, TRC's chief executive officer, in a statement released late Monday. "The investors in this private transaction were already significant long-term shareholders in TRC, and we appreciate their vote of confidence in our management team and our strategic direction. We look forward to working with Steve on our board. Steve has been a friend of TRC's for a number of years, and we believe his insights and guidance will be invaluable as we move ahead."

Proceeds will be used for debt reduction and general corporate purposes.

As to the company's latest earnings report, TRC reported a net loss of $300,000 for the quarter ended March 31, 2005, compared with a net loss of $2.5 million for the same quarter of 2004.

TRC, based in Windsor, Conn., develops technologies used in the environmental, infrastructure, power and transportation sectors.

Metalline's $11.15 million PIPE

Moving to the natural resources sector, Metalline Mining Co. led a slate of private placements in that sector.

The company issued 13,945,636 units at $0.80 each to 148 investors. The units consist of one share and one warrant with each warrant exercisable at $1.25 for five years.

The deal was announced Monday morning, and by the end of the day, the company's stock dropped 11.26%, or 33 cents, to close at $2.60 (OTCBB: MMGG).

Proceeds will be used for the completion of a feasibility study on the Sierra Mojada project in Mexico and for working capital and general corporate purposes.

"We are pleased with the success of this offering and are now prepared to continue with the feasibility study for our Sierra Mojada project," said Merlin Bingham, the company's CEO, in a news release.

Based in Coeur d'Alene, Idaho, Metalline is a mineral exploration company.

The offering was the largest of several placements in the natural resources sector Monday.

In Canada, Crossfire Holdings Inc. priced a C$10 million stock offering. The shares will be issued at $1.00 each.

Jennings Capital Inc., the placement agent for the deal, has a greenshoe for 5 million shares.

The placement is scheduled to close April 7.

The offering was announced Monday morning and sent the company's stock skyrocketing. The stock had gained more than 220% by 11 a.m. ET. By the end of the day, the stock had advanced 211.48%, or C$0.645, to close at C$0.95 (TSX Venture: CFE).

Proceeds will be used the company's acquisitions of Waylan Maintenance Ltd., Pro-V Industries Inc. and Dynacorp Fabricators Inc. The rest will be used for general corporate purposes.

Calgary, Alta.-based Crossfire acquires and develops oil and natural gas service and technology companies.

"You're seeing more [resources deals] because oil prices have been lifted for the past few sessions," said one market source based in Vancouver, B.C.

Even so, oil prices dropped Monday, losing 87 cents to close at $62.80 per barrel.

IMA prices C$7.53 million deal

Elsewhere in natural resources, IMA Exploration Inc. negotiated a C$7,525,000 offering of 2.15 million special warrants.

The special warrants are exchangeable for units of one share and one half-share warrant. The whole warrants allow for the purchase of another share at C$3.50 each for four years.

Placement agent Canaccord Adams Inc. has a greenshoe for an additional C$2,502,500.

Proceeds will be used for exploration and development on the company's Navidad project and for working capital.

The company's stock closed down 15 cents, or 3.9%, at C$3.70 (TSX Venture: IMR).

Vancouver, B.C.-based IMA is a mineral exploration company.

Another mineral explorer, Western Warrior Resources Inc., has planned a C$1 million convertible note offering.

The notes, due March 21, 2008, bear interest at 7% annually and are convertible at C$0.35 each.

Allan Dolan, the company's chairman and one of its existing shareholders, has agreed to subscribe for all of the notes.

Word of the offering sent the company's stock up 25%, or 5 cents, to end at C$0.25 (TSX Venture: WWR).

"I am very confident about the future prospects of Western Warrior, in particular the multi-target Eppler Lake project," said Dolan in a statement. "I feel the current market price of the company's shares does not reflect its true value and to undertake an equity issue at these levels would not be in the best interests of either Western Warrior or our loyal shareholders. In order to facilitate an immediate start to the proposed Eppler Lake diamond drill program, I have decided to personally take down convertible notes totaling C$1 million. I believe the conversion price of C$0.35 per share more accurately reflects the value of Western Warrior at this time."

Proceeds will be used for exploration, particularly on the company's Eppler Lake project.

Calgary, Alta.-based Western Warrior is a mineral exploration company.

Pareto's C$7.5 million PIPE

Moving away from the resources sector, Pareto Corp. priced a C$7.5 million stock offering.

The deal includes 5 million shares and is being placed through a syndicate of underwriters led by Sprott Securities Inc.

The offering is scheduled to close March 28.

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

On Monday, the company's stock gained 4 cents to finish at C$1.54 (Toronto: PTO).

"We believe this transaction is ideally structured to allow us to pursue strategic opportunities while at the same time minimizing dilution and establishing relationships with new institutional shareholders," said Kerry Shapansky, Pareto's CEO, in a news release.

Based in Toronto, Pareto provides marketing services to the financial services, automotive, retail, communications, pharmaceutical and technology sectors.

Regenerx to close direct offering

Looking to the biotech sector, Regenerx Biopharmaceutical, Inc. priced a $7,283,385 direct placement.

The company plans to sell 2,591,952 shares at $2.81 and issue 907,182 warrants on March 15. Each warrant is exercisable at $4.06.

The shares will be offered under the company's shelf registration.

After the deal was announced Monday evening, the company's stock dropped 15 cents, or 4.55%, to end at $3.15 (Amex: RGN).

RBC Capital Markets Corp. is the placement agent.

The deal is expected to close March 15.

Based in Bethesda, Md., Regenerx is a biopharmaceutical company focused on treatments for chronic viral infections, cancer and autoimmune disease.

Unity raises $2.2 million

Elsewhere in the PIPE market Monday, Unity Wireless Corp. settled a $2.2 million convertible debenture deal. The 8% debentures mature Feb. 28, 2009 and are convertible at $0.16 each. The institutional investors will receive warrants for 6,875,000 shares, exercisable at $0.16 each.

Cambria Capital was the placement agent.

Proceeds will be used for general corporate purposes.

"We think that with the financing complete, we are well positioned to execute our growth strategy," said Ilan Kenig, Unity Wireless's CEO, in a statement. "Taking into account expected synergies from our proposed Avantry [Ltd.] acquisition, we think that revenues in 2006 for the combined companies could be more than twice our revenues in 2005. This would underscore to the investor community that Unity Wireless is a serious contender in the wireless infrastructure market."

The stock ended down 1 cent to end at $0.15 Monday (OTCBB: UTYW).

Based in Burnaby, B.C., Unity develops wireless communication products.

North American Palladium's stock closes down

North American Palladium Ltd.'s stock lost more than 3% Monday after the company priced a $58.5 million convertible note deal on Friday.

The stock settled down 35 cents, or 3.14%, to close at $10.81 (Amex: PAL).

On Friday, the stock gained 3.53%, or 38 cents.

The notes, which will be sold to Kaiser Francis Oil Co. and other institutional investors, are convertible into common shares at a 13% premium to the market price at closing.

Located in Toronto, North American is a platinum group metals exploration company.

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