Rio Tinto lands $7.2 billion; BFI Canada to repay debt; Romarco offers units; Helix sells convertibles

By Kenneth Lim

Boston, Feb. 12 - Rio Tinto plc and Rio Tinto Ltd. will take $7.2 billion from a private placement of convertible bonds as part of a new partnership with Aluminium Corp. of China.

BFI Canada Ltd. plans to place C$80.75 million of its common stock to help repay an outstanding debt facility.

Romarco Minerals Inc. will offer C$20.52 million of stock and warrant units to help fund a gold project.

Helix Biomedix, Inc. raised $3.24 million through a placement of convertible promissory notes for working capital.

Rio Tinto $7.2 billion deal

Rio Tinto plc and Rio Tinto Ltd. will raise $7.2 billion from a placement of convertibles to Aluminium Corp.

The notes will be sold in two tranches, with the ones in the first tranche convertible at $45 per share and the ones in the second tranche convertible at $60 per share.

Of the notes being sold, 63.3%, or $4.56 billion, will be convertible into Rio Tinto plc shares and bear a coupon of 9%. The remaining 36.7%, or $2.64 billion, will be convertible into Rio Tinto Ltd. shares and bear a 9.5% coupon.

Rio Tinto plc common stock (LSE: RIO) closed at 1,939p on Thursday, lower by 1.52% or 30p. Rio Tinto Ltd. shares (ASX: RIO) closed at A$52, up by 6.21% or A$3.04.

If converted, the bonds would increase Aluminium Corp.'s current shareholding to 19% in Rio Tinto plc and 14.9% in Rio Tinto Ltd., equivalent to an 18% interest in the Rio Tinto Group.

Rio Tinto is a mining company based in London and Melbourne, Australia.

"This transaction will deliver superior value for Rio Tinto shareholders," Rio Tinto Group chairman Paul Skinner said in a statement. "Chinalco's cash investment of $19.5 billion will strengthen Rio Tinto's balance sheet, increase our flexibility to deliver growth as markets recover and position Rio Tinto for the next decade and beyond."

"We have long recognized and welcomed the growing participation of China in the global economy and the opportunities this presents to Rio Tinto," he added. "We believe this transaction is a logical step in advancing our capability in the Chinese market and the boards of Rio Tinto recommend it to shareholders. Chinalco's investment is a clear vote of confidence in Rio Tinto's strength, its growth prospects and the outlook for the commodities we produce."

"This transaction follows our acquisition of a significant stake in Rio Tinto in February 2008 which laid a solid foundation for our broader strategic partnership," Aluminium Corp. president Xiao Yaqing also commented. "It reflects our continued confidence in the long-term prospects of the industry and the Chinese economy, the strength of Rio Tinto's world-class management team and its long-term growth prospects. Our objectives are to seek commodity and geographic diversification, with a view to achieving long term financial returns from our investments."

BFI to pare debt

BFI Canada plans to sell C$80.75 million of its common stock through a private placement.

The company will offer 8.5 million shares at C$9.50 apiece. BFI common stock (TSX: BFC) closed at C$9.57 on Thursday, lower by 6.73% or C$0.69. The company's market capitalization is C$550.9 million.

There is an over-allotment option for an additional C$12.11 million, or 1.275 million shares.

Proceeds will be used to repay borrowings under the company's senior revolving credit facility.

BFI is a waste management company based in Toronto.

"This equity financing deleverages our balance sheet and positions us to focus our efforts on the business and future opportunities," Keith Carrigan, BFI vice chairman and chief executive, said in a statement. "In addition, the net proceeds will be fully applied to the U.S. credit facility, removing the risk associated with the U.S. covenant adjustment which goes into effect on March 31, 2009."

BFI on Thursday also announced that it expects 2008 EBITDA of between C$307 million and C$310 million, an increase of more than 11.4%. The company reports its results on Feb. 26.

Romarco to raise C$20.5 million

Romarco Minerals will offer C$20.52 million of stock and warrant units through a private placement.

The company is selling 54 million units of one common share and one half-share warrant at C$0.38 apiece. Each whole warrant will be exercisable at C$0.60 for two years.

Romarco common stock (TSX: R) declined by 7.89% or C$0.03 to close at C$0.35 on Thursday. The company has a market capitalization of C$70.3 million.

There is a greenshoe for an additional C$3.08 million, or 8.1 million units.

Proceeds will be used for exploration and development of the Haile Gold Mine and general corporate and working capital purposes.

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

Helix Biomedix sells convertibles

Helix Biomedix placed $3.24 million of 8% convertible promissory notes due July 1, 2011.

Investors also received warrants for 810,000 common shares with an exercise price of $1 per share.

Helix common stock (OTCBB: HXBM) closed unchanged at $0.45 on Thursday. The company has a market capitalization of $11.5 million.

Proceeds will be used for general corporate purposes, to begin initial work on drug development and to expand the company's consumer program.

Helix is a Bothell, Wash.-based biopharmaceutical company that focuses on peptide technologies.

"This investment is representative of the strong support from our existing investor base, who purchased the large majority of the notes offered, and their continued belief in the future growth opportunities of the company," Helix president and chief executive R. Stephen Beatty said in a statement. "The proceeds will be utilized for general corporate purposes as well as to begin initial work towards Rx product development and to support the continued expansion of our consumer program."

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