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Published on 9/2/2008 in the Prospect News PIPE Daily.

Rodinia eyes seismic program; PacWest to raise $100 million; Kairiki plans $10 million convertible issue

By Kenneth Lim

Boston, Sept. 2 - Rodinia Oil Corp. announced a C$5 million to C$15 million offering of stock on Tuesday as it prepares for key seismic tests in its Australian projects.

Meanwhile, PacWest Bancorp said it was raising $100 million through a stock placement to CapGen Financial.

Kairiki Energy Ltd. is raising $10 million from the IMC Group to help fund a drilling program as the two parties entered into an exploration and development agreement.

Rodinia eyes tests

Rodinia said its planned stock placement will help to fund key seismic programs that it hopes will lead to drilling in the second half of 2009.

The company plans to offer C$5 million to C$15 million of its class A common stock at C$0.85 per share on a minimum/maximum basis.

The financing is expected to close Sept. 12, 2008.

Tristone Capital Inc. is the broker of the deal.

Rodinia, a Calgary, Alta.-based oil exploration company, said the proceeds will be used to fund its ongoing capital expenditure program.

Matthew Philipchuk, executive vice president of Rodinia, said the company's primary goal is to fund seismic tests at its projects in South Australia, known as petroleum exploration licenses 81 and 253.

The company did an earlier seismic test in 2007, and now wants to go back to get further data.

"We want to move into drilling in the latter half of 2009," Philipchuk said.

Philipchuk said the wide range of the target placement amount has to do with the fact that the company also has other projects in which it would like to carry out seismic testing, although the priority will be in licenses 81 and 253.

"C$15 million will also us to carry out the full seismic program, it will also allow us to carry out seismic at PELAs 303 and 351," Philipchuk said. "We also have in Western Australia two difference prospecting applications that will be turned into permits."

Regardless of how much is raised, Rodinia also plans to allocate about C$1 million to its farm-in project in the Georgina Basin in the Northern Territories of Australia.

Philipchuk acknowledged that the current fundraising environment was tough.

"I think for most people right now, we're looking at a very depressed market, and it's not an ideal market for raising money, being that there are private companies and funds seeing a lot of redemptions," he said. "But we have a very unique opportunity...and this will be the only time that people can get in and put money into this company."

Rodinia could also be looking to raise more money in 2009 if its plans to drill go according to plan.

"At this point in time, we're raising money privately, but obviously when we move to the drilling program we may need to raise another C$50 million," he said, then added: "At this point in time we haven't determined how that financing will occur. We may look at equity financing or an IPO, unless in the meantime someone comes to us with a joint venture proposal that's more attractive than what we can do on the equity side."

PacWest raises $100 million

PacWest Bancorp said it is selling about $100 million of its common stock to CapGen Financial's investment vehicle CapGen Capital Advisers LLC.

The shares will be sold at $26 apiece, a 21% premium to their five-day trading average prior to the deal. PacWest common stock (Nasdaq: PACW) closed at $26.46, up by 16.67% or $3.78.

The placement will give CapGen about 12% of PacWest common stock on a diluted basis, and CapGen will register as a bank holding company.

CapGen principal John Rose will also join PacWest's board of directors.

PacWest, a San Diego, Calif.-based bank, said it will use the proceeds for general corporate purposes, to retire debt and to take advantage of growth opportunities as they arise.

"Our historically strong balance sheet and healthy capital ratios are a source of comfort for our stockholders, customers and employees," PacWest chief executive Matt Wagner said in a statement. "While we didn't need to raise capital, the significant premium paid in recognition of the strength and value of our franchise and the amount of capital offered put PacWest in an enviable position going forward."

"We are pleased to invest in PacWest Bancorp, one of the premier banking franchises in the country," said CapGen managing principal Gene Ludwig stated. "We have long admired PacWest and believe this investment will deliver value over the long term to CapGen, PacWest, its stockholders and employees by, among other things, enabling PacWest to be better positioned to capitalize on future growth opportunities. We look forward to partnering with them for years to come."

Kairiki raises $10 million

Kairiki Energy said it plans to issue $10 million of three-year convertible notes priced at a coupon of 12% and an initial conversion discount of 7.5% to 20% based on its Aug. 28 closing common stock price.

The notes will be issued to IMC, which currently holds a 5.48% stake in Kairiki.

The notes will be sold in an initial $8.5 million tranche, while the remaining $1.5 million will be subject to shareholder approval, scheduled for early October.

The initial conversion price will be the lower of A$0.185 and the closing price of Kairiki's common stock, subject to a floor of A$0.16. Kairiki common stock, which closed at A$0.20 on Aug. 28, the day before the deal was announced, finished at A$0.22 on Tuesday.

The notes may be put every year.

The notes will be secured by fixed and floating charges over all of the assets of Kairiki and its subsidiary, Yilgarn Petroleum Philippines Pty. Ltd., but excluding certain property.

The entire deal is conditional upon the terms of the alliance between IMC and Kairiki on a drilling program. The alliance will involve IMC gaining the rights to appointing a director to Kairiki's board and to participate at various stages of the drilling program.

Kairiki, a Subiaco, Western Australia-based oil and gas company, said the proceeds will be used to fund its planned SC54 two-well drilling program.


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