GTC, Roxi tap investors; Advaxis sells notes at 15% discount; Longford plans C$20 million deal

By Kenneth Lim

Boston, June 18 - GTC Biotherapeutics, Inc. said it will sell $12.3 million of preferred stock to a strategic investor, but the deal could eventually grow by another $6.4 million.

Roxi Petroleum plc said it will take a $5 million convertible loan to help bring a Kazakhstan project to production.

Advaxis, Inc. sold about $1 million of senior promissory notes at a 15% discount to fund a clinical trial.

Longford Energy Inc. will raise C$20 million through a private sale of stock-and-warrant units.

GTC in deal with shareholder

GTC plans to place $12.3 million of bridge debt and convertible preferreds with LFB Biotechnologies, a wholly owned subsidiary of strategic shareholder Laboratoire francais du Fractionnement et des Biotechnologies SA.

GTC will sell $4.5 million principal amount of a convertible secured bridge note to LFB for $4 million. Upon shareholder approval for the issuance of convertible preferreds, GTC will also sell $8.3 million of 10% five-year convertible preferred stock to LFB, while the bridge note will automatically convert into new convertible preferred shares.

The conversion price for 47% of the preferreds will be $2.63 per common share and the conversion price for the remaining 53% will be $2.63 per share or the market price at shareholder approval, whichever is lower. GTC common stock (Nasdaq: GTCBD) gained 5.77% or $0.15 to close at $2.75 on Thursday.

LFB has an option to purchase an additional $6.4 million of the convertible preferreds.

LFB is also providing a $3.5 million 10-year 10.8% secured term loan to GTC to pay off a loan from GE Capital. The principal on the loan will be repaid on a 10-year schedule with a balloon payment on Jan. 1, 2012.

Framingham, Mass.-based GTC develops and produces human therapeutic proteins through transgenic technology.

"GTC has entered into this financing arrangement with LFB following a careful and extensive assessment of the alternative opportunities available to us in the capital markets," GTC chief executive and chairman Geoffrey F. Cox said in a press release. "In today's challenging capital markets a continuing committed strategic investor such as LFB is highly valuable to the future of GTC."

Roxi eyes production with loan

Roxi Petroleum has agreed to a $5 million one-year floating-rate convertible loan with Arawak Energy Ltd.

The loan will bear interest a Libor plus 700 basis points. If the loan is not repaid, it will convert into approximately 31 million Roxi shares at 10p per share.

Roxi common stock (London: RXP) closed at 11.5p on Thursday, up by 15% or 1.5p.

Arawak will also receive warrants for 18 million shares. The warrants are exercisable at 10p until March 31, 2010, at 15p until Sept. 30, 2010 and at 20p until March 31, 2011.

About $3 million of the proceeds will be used to develop the Galaz assets and the remainder for general administrative purposes.

Roxi is a London-based oil exploration company.

"I am delighted that we have been able to secure this substantial new funding from a top-quality partner, with experience in Kazakhstan and who are well aware of the potential of emerging markets oil and gas," Roxi chief executive Rob Schoonbrood said in a statement. "The Arawak funding will greatly aid our efforts to bring our Galaz asset into production. Following a tough year in capital markets, we believe that with this combination of new funding, and a positive outlook operationally, there is every reason for cautious confidence for the future."

Advaxis raises $1 million

Advaxis issued $1 million principal amount of senior secured promissory notes due Dec. 31, 2009 through a private placement.

The notes were sold at a 15% discount. Advaxis could also raise an additional $1 million.

If there is an equity financing in place at maturity, the notes may be converted into the same securities sold in the financing at a discounted per-share conversion price equal to 90% of the purchase price of the shares sold in the financing.

The investors also received 2.5 warrants for every dollar invested. Each warrant is exercisable at $0.20.

Advaxis common stock (OTCBB: ADXS) closed at $0.11 on Thursday, lower by 4.35% or $0.005.

Proceeds will be used to help fund a clinical trial.

Based in North Brunswick, N.J., Advaxis is focused on developing cancer vaccines.

"Today's financing will enable us to progress phase II clinical trial activity without further delay," Advaxis chief executive Thomas A. Moore said in a statement. "The investment environment today is very challenging but we are pleased by the significant investor interest in our company."

Longford plans unit sale

Longford Energy plans to place C$20 million of stock and warrant units through a private offering.

The deal involves 50 million units of one common share and one warrant at C$0.40 per unit. Each warrant will be exercisable at C$0.75 for two years.

Longford common stock (Toronto: LFD) closed at C$0.45 on Thursday, lower by 6.25% or C$0.03.

Proceeds will be used for general corporate purposes and for exploration, development and production of hydrocarbon resources.

Longford is a Toronto-based oil and gas exploration company.

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