Falcon Oil raises C$49.5 million; Stratic Energy arranges C$10 million deal

By Sheri Kasprzak

Atlanta, April 11 - With issuance stunted by a drab stock market and higher oil prices, Falcon Oil & Gas Ltd. led private placement news Monday with word that it closed a C$49.5 million offering.

But oil prices may give pause to some energy companies in the coming days and weeks, according to sell-side sources. Last week, oil fell almost $4 a barrel over the course of the week.

"Obviously you've got either feast or famine as far as energy stocks go, so I would say that instability may make some issuers think twice about whether or not to do a private placement," said one sell-sider in the United States. "Last week, we saw some pretty significant drops in oil prices and I think that will affect issuance this week as well."

"I'd probably agree with that," said a sell-side source from Canada. "I do think the volume of deals this week [from energy companies] will be directly affected by oil prices last week."

On Monday, oil prices bounced back, gaining $0.39 to close at $53.71 per barrel.

In the Falcon deal, the company sold 165 million shares at C$0.30 each as part of its acquisition of Mako Energy Corp.

The funds from the offering had been held in escrow until the completion of the acquisition. Falcon acquired all of Mako's shares on the basis of 10 Falcon shares for each share of Mako.

McFarlane Gordon Inc. was the placement agent.

Based in Toronto, Falcon is an oil and natural gas exploration and development company.

On Feb. 11, the company's last trading date, Falcon's stock closed at C$0.45.

Stratic arranges C$10 million deal

Stratic Energy Corp. said it will head to the private placement market with a C$10 million offering.

The company plans to sell 10,526,316 shares at C$0.95 each.

GMP Securities Ltd. and Haywood Securities Inc. will co-lead an underwriting syndicate for the offering, which is expected to close April 28.

"The discount is reasonable," said one market source who had seen the offering. "It looks like it could go well from them. I don't think it has as much to do with oil [sector] in general, but they've made some interesting strategic moves lately that I think probably helped the pricing a bit. Those sorts of things make it more appealing to the investors."

Based in Calgary, Alta., Stratic is an oil and natural gas exploration, development and acquisition company. It plans to use the proceeds for the exploration and development of its properties and working capital.

The company's stock closed unchanged at C$1.04 Monday.

TNX raises $2.3 million

TNX Television Holdings, Inc. raised $2,312,500 in a private placement of convertible debentures. The principal amount of the debentures is $2,752,976.

The zero-coupon debentures were priced at 84 to yield 8% and were sold to 12 of its series A preferred stock holders.

The debentures mature in two years and are convertible into common shares at $0.11 each.

The investors also received warrants for 21,022,727 shares, exercisable at $0.30 each through April 6, 2008.

Each investor who buys a certain amount of debentures and warrants equal to or greater than its series A threshold investment amount will have the opportunity to exchange up to all of its preferred shares for an equal number of series A-1 preferred stock. The series A-1 preferreds have the same terms as the series A preferreds, except that it is convertible into common shares at $0.11 each.

"We appreciate the support from our investors," said Irwin Gross, the company's chief executive officer, in a statement. "This financing will allow us to continue to develop our network and capitalize on the many opportunities we have in the U.K. to benefit from our first-mover advantage and contracts with many of the leading television advertisers. We look forward to further demonstrating in the coming months the potential that our network has to offer high-quality entertainment to commuters and unsurpassed opportunities for advertisers."

Based in Philadelphia, TNX is provides and manages content for onboard television systems for commuter trains.

TNX's stock closed down $0.01 at $0.09 Monday.

Q Comm wraps $2 million deal

Q Comm International, Inc. said it has completed a private placement for $2 million.

The company issued 400,000 shares at $5 each to both new and existing shareholders.

"Q Comm is growing and this investment gives us some of the additional capital we need to finance that growth," said Michael Keough, Q Comm's president and chief executive officer, in a statement. "We are also pleased that some of our largest shareholders have shown confidence in our future."

Based in Orem, Utah, Q Comm electronically distributes prepaid products from service providers via point-of-sale terminals. The company plans to use the proceeds to fund growth.

Q Comm's stock closed unchanged at $5.40 Monday.

Chamaelo's stock drops

After announcing that the greenshoe will be exercised on its previously announced C$305,022,500 private placement, Chamaelo Energy Inc.'s stock dropped Monday.

The company's stock closed down C$0.09 at C$6.50 Monday after closing unchanged Friday at C$6.59.

On Thursday, when the offering was first announced, the company's stock dipped C$0.12.

According to the terms of the Chamaelo deal, the company will issue series E subscription receipts at C$6.50 each and series D subscription receipts, convertible into debentures, at C$1,000 each. The debentures are convertible into common shares at C$5.75 each.

The greenshoe attached to the deal will be for up to 3,847,l00 additional series E receipts.

The proceeds from the offering will be used for Chamaelo's $375 million acquisition of oil and natural gas properties in West Central Alberta and Northeastern British Columbia.

Based in Calgary, Alta., Chamaelo is an oil and gas exploration company.

Palladon's stock dips

A day after announcing its plans to head to the private placement market with a $13 million offering, Palladon Ventures Ltd.'s stock edged down.

The company's stock closed down $0.042 Monday at $0.638.

On Friday, when the deal was first announced, the company's stock slipped $0.01 at $0.68 each.

The offering includes convertible notes that are convertible into common shares at $0.90 each.

Based in Broomfield, Colo., Palladon is an iron exploration company.

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