Firesteel plans C$3.07 million; Ressources Appalaches to sell C$1.1 million; TransGaming sells C$2.2 million

By LLuvia Mares

New York, Dec. 11 - Firesteel Resources Inc. said an offering of flow-through shares by its subsidiary, Blacksteel Oil Sands Inc., is bringing in the investors. The company announced Tuesday it will undertake a non-brokered private placement of shares to raise C$3.07 million.

"The flow-through shares just give investors a tax benefit they can get a write-off on some of the exploratory expenses that otherwise they wouldn't get," said Walter Wakula, president and chief executive officer.

"Towards the end of the year there is usually a higher demand for flow-through shares and that's why they worked for us.

"We will need more financing in the spring to summer time frame," he said. "What we are planning to do with the Blacksteel Oil Sands business is to do an initial public offering in order to raise that financing."

The company plans to sell up to 1.4 million flow-through shares at C$1.80 each for C$2.52 million and up to 1.7 million common shares at C$1.50 apiece for C$2.55 million.

Firesteel's stock (TSX Venture: FTR) closed at C$0.18 on Tuesday, up C$0.03 from Monday's C$0.15 close.

Proceeds will be used to begin a drilling program on Blacksteel's oil sands leases.

Settlement is expected on Dec. 20.

Vancouver, B.C.-based Firesteel Resources is a precious and base metals' exploration company.

Ressources Appalaches to sell C$1.1 million

Ressources Appalaches Inc. said it was able to collect funds rapidly from an initial new deal by issuing flow-through shares. It is currently planning to conduct a private placement of units to raise C$1.1 million.

"The interest in flow-through shares is there because [investors] feel it's fast," said Samuel Saint-Laurent, company investor relations director. "We have already closed the first deal with Northern Precious Metals and are a third of the way from closing the second deal."

The company will sell 2.8 million units of one flow-through share and one half-share warrant at C$0.18 per unit to Northern Precious Metals for C$504,000. Each whole warrant will be exercisable at C$0.20 for 18 months.

The company also will sell 1,000 units at C$606 per unit to investors and employees for C$606,000. Each of these units consists of 2,700 flow-through common shares, 800 common shares and 2,000 warrants. Each of these warrants also will be exercisable at C$0.20 for 18 months.

The warrant strike price may change if the company's shares trade at C$0.35 or higher for 10 consecutive trading days. In that case, the warrants must be exercised within 10 business days of the company notifying holders or their strike price will be adjusted to C$0.30 for the remainder of their life.

Ressources Appalaches' stock (TSX Venture: APP) closed at C$0.135 on Monday and did not see any significant change on Tuesday.

Proceeds will be used for exploration.

Ressources Appalaches is a junior mineral exploration company based in Rimouski, Quebec.

TransGaming sells C$2.2 million

TransGaming Inc. said it hopes to open a new office in the United States with the settlement of its two private placements of units, raising C$2,201,200.

"There was a separate deal with a specific group in the States," said Jean-Francois Dube, company investor relations spokesperson, regarding settling two private placements.

"We will not be necessarily looking into acquisitions. This is primarily for marketing expenditures and to expand and open an office up in the States. "This way we can respond to the immediate needs from our immediate clients."

Both deals priced Nov. 6 for up to C$5.5 million.

The first deal, which raised C$1,151,000, was conducted by CTI Capital Inc. It had been planned at between C$1 million and C$1.5 million. The second, non-brokered, placement raised only C$1,050,200 when it had been expected at C$3.5 million and C$4 million.

The company sold a total of 4,002,183 units at C$0.55 each. It originally intended to sell between 8,181,818 and 10 million units at that price. Each unit consists of one common share and one warrant. Each warrant is exercisable at C$0.85 for two years. Expiry of the warrants may be extended by another 18 months if TransGaming becomes a Tier 1 company on the TSX Venture Exchange.

In Canada, the agent sold 2,092,728 units, raising C$1,151,000.

In addition to the Canadian component of the deal, TransGaming sold 1,909,455 units directly to subscribers in the United States, raising C$1,050,200.

TransGaming's stock (TSX Venture: TNG) closed at C$0.53 on Monday and did not see any significant changes on Tuesday.

Dube said the company will not be looking into any other acquisitions in the near future.

Proceeds will be used to expand the company's operations into the United States and for growth.

Based in Toronto, TransGaming is a developer of software portability products that allow game developers and publishers to develop games for one system and deploy them across multiple platforms.

Great Western negotiates C$3 million

In the mining sector, Great Western Minerals Group Ltd. is also looking to expand business, and has arranged a C$3 million non-brokered private placement of shares.

"Although we are completing the preliminary economic assessment report for Hoidas Lake, given the projected long-term global demand for rare earth elements, we have decided to move ahead more aggressively with the Hoidas Lake project to expand our resource base to support higher production levels," said Jim Engdahl, president and chief executive officer, press release.

The company plans to sell 7.5 million flow-through common shares at C$0.40 each.

The company's stock (TSX Venture: GWG) closed at C$0.335 on Monday and did not see any activity Tuesday.

Proceeds will be used for drilling and construction.

Settlement is expected Dec. 18.

Based in Saskatoon, Sask., Great Western Minerals is a gold, uranium and diamond exploration company.

Rochester to sell C$3 million

In other news, Rochester Energy Corp. priced a private placement of shares for up to C$3 million, which it plans to use toward further exploration and development.

The company plans to sell 7.5 million flow-through common shares at C$0.40 each.

Evergreen Capital Partners Inc., the agent, has a greenshoe for an additional 2.5 million shares, or C$1 million.

Rochester's stock (TSX Venture: ROH) closed at C$0.42 on Tuesday, up C$0.04 from Monday's C$0.38 close.

Rochester is an oil and gas company based in Calgary, Alta.

Cyclacel to raises $60 million

In the pharma department, Cyclacel Pharmaceuticals, Inc. received a committed equity financing facility from Kingsbridge Capital Ltd. for up to $60 million.

"We are particularly encouraged by the updated sapacitabine data reported this past weekend at the annual meeting of the American Society of Hematology and are rapidly progressing sapacitabine to the next stage of development," said Spiro Rombotis, company president and chief executive officer, in a press release.

"In total we are simultaneously developing three clinical candidates in six different indications and are progressing our preclinical programs. To support this aggressive pace of innovation at Cyclacel we have accessed new capital under flexible terms to be drawn down as we need it."

"This transaction makes strategic sense for Cyclacel in light of the multiple opportunities for building stockholder value that are open to us at this time," he said. "We are grateful to Kingsbridge for their support and we look forward to establishing a long working relationship with their team."

Kingsbridge agreed to buy the lesser of 4,084,590 common shares or $60 million of common stock.

The agreement will continue until three years after the effectiveness of a registration statement for the stock.

Cyclacel may require Kingsbridge to buy shares at discounts ranging from 6% to 10% to the market price. The minimum price per share will be the higher of $2.50 and 90% of the closing price of the stock the day before each draw.

The size of each draw will be either 2% of Cyclacel's market capitalization at the time or the lesser of 3% of the market capitalization and an alternative drawdown amount.

The alternative amount will be 85% of eight times the product of the average trading volume of the stock over the 30-day trading period preceding the draw, excluding the five highest and lowest trading days, and the volume-weighted average trading price on the trading day before notice of a draw.

The company's stock (Nasdaq: CYCC) closed at $5.53 on Tuesday, up $0.01 from Monday's $5.52 close.

Cyclacel is not required to draw down any minimum amount, and the company is not prohibited from conducting other financings.

Kingsbridge also received a warrant for 175,000 shares, exercisable at $7.17 per share. The warrant will be exercisable for five years, beginning six months after issuance.

Cyclacel is a biopharmaceutical company based in Berkeley Heights, N.J.

Clean Energy pockets £20.8 million

Clean Energy Brazil plc said it plans to build itself up after raining £20.8 million in a private placement of shares.

"The group is currently seeking to build critical mass," Antonio Monteiro de Castro, company chairman, in a press release.

"It has already invested in businesses with a planned aggregate annual crushing capacity of approximately 14 million tons of cane by the 2012/13 crop season and intends to use the proceeds of the placing to invest in partnership with Unialco S/A, one of the most respected companies in the Brazilian sugar and ethanol industry, which would increase anticipated annual crushing capacity to in excess of 18.5 million tons of cane by the 2012/13 crop season."

The company will sell 21.9 million ordinary shares at £95 apiece.

The company's stock (London: CEB) closed at £97.50 on Tuesday, down £4.50 from Monday's £99.50 close.

Numis Securities Ltd. is the financial adviser, broker and underwriter.

Proceeds will be used to invest in Unialco MS.

Isle of Man, Great Britain-based Clean Energy Brazil is a closed-end investment company formed for the purpose of investing in the Brazilian sugar and bioethanol industries.

Disaboom collects $5 million

Disaboom, Inc. ended the day with heavier pockets after taking in a $5 million private placement of stock.

"We are excited to have closed this round of financing, as it validates the progress the company has made since our launch and the success of our business strategies," said J.W. Roth, company chairman and chief executive officer, in a press release.

"We could not be more pleased with our outlook as we head into 2008 as we are seeing a strong up-tick in monthly visitors and continue to bring on board top-tier advertising partners."

The company sold 6,666,660 common shares at $0.75 apiece along with 5 million warrants.

Each warrant is exercisable at $1.00 for three years.

Disaboom's stock (OTCBB: DSBO) closed at $1.52 on Monday and did not see any significant change on Tuesday.

Denver-based Disaboom operates an online community for people with disabilities and functional limitations.

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