Worldbid's stock climbs 16.98% on PIPE, merger; ROO Group raises $5.5 million in stock offering

By Sheri Kasprzak

New York, Aug. 24 - Worldbid Corp. led private placement news Thursday announcing a $22.5 million private placement of units and its intention to acquire Royalite Petroleum Corp.

The stock jumped by 16.98%, or 45 cents, to close at $3.10 (OTCBB: WBDC).

Worldbid announced its plans Thursday to merge with Royalite by offering Royalite's shareholders one share of Worldbid for every Royalite share.

In a connected private placement, the company plans to sell 15 million units at $1.50 each.

The units are composed of one share and one half-share warrant. The whole warrants are exercisable for one year at $1.75 each.

The company had 5,054,408 shares outstanding as of March 17.

The proceeds will be used to fund the operations of Royalite, including drilling and land lease costs.

Separately, the company closed another private placement for $2,610,150. In that offering, the company issued 3,480,200 units at $0.75 each.

The units consist of one share and one half-share warrant. Each of the whole warrants is exercisable at $0.85 for one year.

Looking to the company's latest earnings statement, Worldbid reported a net loss of $1,848,000 for the quarter ended Jan. 31, compared to a net loss of $41,124,000 for the same quarter of 2005.

Based in Blaine, Wash., Worldbid operates an online auction site used for business-to-business product trades.

Elsewhere in the tech sector, ROO Group, Inc. concluded a private placement for $5,506,250.

The company issued 4,405,000 shares at $1.25 each.

The investors received warrants for 2,202,500 shares, exercisable at $2.00 each for five years. The warrant become callable any time the company's stock price exceeds $5.00.

The stock, on Thursday, gained a penny, or 0.57%, to close at $1.76 (OTCBB: RGRP).

Savvian LLC, Burnham Hill Partners and Brimberg & Co. were the placement agents.

Proceeds will be used to develop the company's online video, advertising and technology solutions.

"The additional funds we have raised further illustrates the growing interest in the online video space," said ROO's chief executive officer, in a news release. "This financing we have received will enable us to further enhance the value proposition of the online video, advertising and technology solutions we provide."

New York-based ROO provides online video content over the internet.

Issuers waiting for 'fire'

In the broader market Thursday, stocks crept up but PIPE volume remained pretty flat, one sellsider said.

"A lot of issuers are waiting for the fire to light in the [stock] market so they can actually price at a decent level," he said. "We'll get days when the stocks will give us just enough to get something in and then it'll knock off the next day. That's why you're seeing some issuers backing out. There's a lot of data coming out now and oil is always shifting things in some way or another."

Meanwhile, the Dow Jones Industrial Average climbed by 6.56 to close at 11,304.46; the Nasdaq composite index gained 2.45 to settle at 2,136.11; and the Standard & Poor's 500 composite index edged up 3.07 to end at 1,296.06.

Winalta's C$7.5 million deal

Heading up rather light PIPE action in Canada was a C$7.5 million offering from Winalta Inc. Noticeably absent from Canadian offerings were significant oil or mineral offerings, which normally make up the majority of deals there.

"Our stocks have been in the toilet for one thing," said one Canadian sellside market source on Thursday. "It comes down to commodities, to oil, to resources and we're just not getting cut any slack at all."

Oil prices did rise slightly on Thursday, but not enough to combat falling prices in commodities like copper, said the market source.

Oil prices gained 60 cents Thursday to settle at $72.36 per barrel.

"At this point, it's wider-spread that just oil," he said. "We're feeling it from other things too."

Back to the Winalta deal, the company said it intends to raise C$7.5 million from the sale of 5 million subscription receipts.

The receipts are exchangeable on a one-for-one basis once Kos Corp. Investments Ltd. acquires more than 85.5% of Winalta's stock.

If the acquisition does not occur by Oct. 18, the receipts will be redeemed at C$1.50 each.

Acumen Capital Finance Partners Ltd. is the placement agent for the offering, which is scheduled to close Sept. 20.

Proceeds will be used for debt reduction and working capital.

Calgary, Alta.-based Winalta produces manufactured, modular and site-built homes, as well as industrial projects and recreational homes.

In Canadian secondary market action, Canext Energy Ltd., which announced its plans to raise C$9,084,000 in a private placement Thursday watched its stock slip on Thursday, losing 2 cents, or 1.37%, on the day to close at C$1.44 (TSX Venture: CXT).

In the placement, the company plans to sell common shares at C$1.35 each and flow-through shares at C$1.70 each.

Separately, the company priced a non-brokered offering of flow-through shares at C$1.70 each.

Both deals are slated to close Sept. 14.

On Wednesday, when the deals were first announced, the company's stock lost 4 cents, or 2.67%, to close at C$1.46.

Headquartered in Calgary, Canext is an oil and natural gas exploration, development and production company.

Tut's stock climbs 13.33%

Upon closing a $7 million private placement of convertibles it announced Wednesday, Tut Systems, Inc. saw its stock jump by 13.33% on Thursday.

The stock gained 14 cents to close the session at $1.19 (Nasdaq: TUTS). Volume of the shares traded also took off with 787,397 shares traded compared to the average 183,586 shares.

On Wednesday, when the deal was announced, the stock slipped by 21.64%, or 29 cents, to end at $1.05.

The 8% notes are convertible into a total of 5,631,536 common shares at $1.24 each.

The investors also received warrants for 2,815,768 shares, exercisable at $1.36 each through August 2011.

Tut Systems, based in Lake Oswego, Ore., develops content processing and distribution products, as well as system integration services for data and video services over broadband networks.

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