Trafalgar set for year; Ambient sells warrants; Hydrogen Engine in deal; TOP Ships gets $51 million

By Kenneth Lim

Boston, April 24 - Trafalgar Energy Ltd. does not expect to tap the markets again after arranging for a C$6 million flow-through financing, the company said.

Meanwhile, Ambient Corp. said it raised a $3 million warrant financing from Vicis Capital Master Fund.

Hydrogen Engine Center Inc. also arranged an equity financing deal for up to $4 million through a strategic banking partner.

TOP Ships Inc. said it sold $51 million worth of stock in a private placement to several investors, with a fund controlled by shipping veteran George Economou taking the bulk of its offering.

Trafalgar to get C$6 million

Trafalgar Energy said it plans to sell C$6 million of flow-through stock in a private placement.

The deal involves 1.36 million flow-through common shares at C$4.40 apiece. Trafalgar common stock (TSX: TFL) slipped 1.1%, or C$0.04, to close at C$3.61 on Thursday.

There is an over-allotment option for an additional 205,000 shares, or C$902,000. Canaccord Capital Corp. led the underwriters, who include Cormark Securities Inc., Blackmont Capital Inc., Scotia Capital Inc., Acumen Capital Finance Partners Ltd., Research Capital Corp. and Paradigm Capital Inc.

Trafalgar, an oil and gas company based in Calgary, Alta., said it will use the proceeds for exploration.

"It's something that we will do from time to time for our exploration programs," Trafalgar chief financial officer Daniel Belot told Prospect News.

"Basically it will be used to finance our expenditures in Canada," Belot said. "We have something called the CEE, or Canadian exploration expense, and basically a flow-through share allows us to flow the tax shelter back to investors. The majority of the funds will be used to generate expenditures that will create these CEE pools."

The new capital will last Trafalgar for the year, Belot said.

"We don't expect to raise any more [for the year]," he said.

Belot said he was satisfied with the pricing of the offering, which came about 20% above the Wednesday closing price of Trafalgar common stock.

"Basically when you issue flow-through shares in the market I guess the price is dictated by the market not only for your underlying shares but also the flow-through shares," Belot said. "It was at a 20% premium to our closing stock price [Wednesday]. This particular type of share, because it's flow through and because there's a tax advantage, that's pretty common."

Ambient raises $3 million

Ambient said it raised $3 million in a private issue of warrants to Vicis Capital Master Fund.

The warrants may be exchanged for 135 million common shares. Ambient common stock (OTCBB: ABTG) closed at $0.04 on Thursday, a sliver of a penny lower.

Ambient, a Newton, Mass.-based developer of broadband-over-power-lines technologies and services, said it will use the proceeds to increase inventory for future sales opportunities.

In a statement, the company suggested that it did not want to incur interest costs through the financing.

"As the present financing involves only warrants and no debt, Ambient will not be incurring principal or periodic payment obligations, thereby allowing Ambient to use the full amount of the funding to meet their present contractual obligations," the company said in the statement.

Ambient president and chief executive John J. Joyce said in the statement that the deal allows the company to "grow revenue, enhance our technology and protect our intellectual property, stabilize our capital structure and foster the creation of industry standards."

Ambient announced earlier in April that it had entered into a contract with Duke Energy to supply equipment and services to Duke for about $10.7 million.

"The structure of the latest tranche affords Ambient the necessary flexibility and working capital to execute and deliver on the purchase order announced earlier this month," Joyce said.

Vicis Capital partner Shad Stastney said in the statement, "This investment into Ambient by Vicis reiterates our long-term commitment in Ambient and belief in the resiliency of both the management and technology teams at Ambient, as well as the future for Ambient Smart Grid. Our overall long-term interest in Ambient and smart grid technology is the potential it has to dramatically improve the efficiency with which utilities serve their customers and reduce their environmental footprint. We are excited to see this shared vision progress with their recent contract with one of the largest utility companies in the U.S."

"The 'utility of the future' vision is one we believe in, and believe other utilities are moving towards as well," Stastney added. "All of these factors combined, along with Ambient's recent advancements with their technology, add up to why we have committed additional capital into Ambient."

Hydrogen Engine raises $4 million

Hydrogen Engine Center said it finalized the terms on a $4 million equity financing commitment.

The two-year deal allows Hydrogen Engine Center to sell to YA Global Investments LP common stock at 93% of the market price in tranches of at most $350,000.

Hydrogen Engine Center stock (OTCBB: HYEG) closed flat at $0.45 on Thursday.

Dallas-based GenCap Solutions was the arranger of the financing deal.

Hydrogen Engine Center said the proceeds will be used to develop its near-zero emission engines and power-generating systems. The company said in its annual report that without the financing, its existing capital would only last through June.

Hydrogen Engine Center is an Algona, Iowa-based developer of spark-ignited internal combustion engines and power-generation systems powered by fuels such as hydrogen, propane, natural gas and ethanol.

"The alternative energy sector is getting more strategic and valuable," GenCap managing director Brad Nelson said in a statement. "We are confident that companies like HEC, who bring alternative energy technology to the market, represent a very attractive strategic investment opportunity."

Hydrogen Engine Center chief executive Don Vanderbrook added, "The availability of new equity financing allows the company to continue to build its sales, marketing and technical team as the company transitions from the developmental state to commercialization. As oil prices top $117 per barrel, the economics of using a variety of alternative fuels are beginning to encourage the rapid growth of these alternative fuel technologies. The ability of our engines to utilize multiple alternative fuels positions the company for rapid development and economic advantage."

TOP Ships raises $51 million

TOP Ships said it placed $51 million worth of common stock in a private placement.

The company sold 7.3 million common shares at $7.00 each. Of the shares, 2.9 million were sold to Sphinx Investment Corp. for $20.3 million. Sphinx is controlled by shipping veteran George Economou.

The company expects to sell the shares in multiple transactions through May 7.

Proceeds will be used for acquisitions and general corporate purposes.

Maroussi, Greece-based Top Ships is a provider of international seaborne transportation services carrying refined petroleum products and crude oil.

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