Middlefield Banc seeks $30.6 million; WinSonic secures equity line; Etrion deal oversubscribed

By Stephanie N. Rotondo

Portland, Ore., Aug. 23 - Middlefield Banc Corp. said it would raise $30.6 million from a private placement in a filing with the Securities and Exchange Commission.

The company intends to use the proceeds to fund growth and to repay debt. A company spokesperson said the price per share was a discount to tangible book value.

Meanwhile, WinSonic Digital Media Group, Ltd. announced it had secured a $5 million credit line. The facility does not prohibit the company from finding other funding sources.

Among foreign issuers, Etrion Corp. said it had pocketed more than the C$15 million it had originally intended to raise. The proceeds will be used to repay a previously secured bridge loan.

Australian Bauxite Ltd. announced its plan to raise more than A$6 million. The company is selling shares at a discount and will use the funds for exploration activities.

And, Adex Mining Inc. said it would receive project funding from a single investor. The investor will purchase nearly C$5 million of units.

Middlefield seeks $30.6 million

Middlefield Banc, a Middlefield, Ohio-based bank holding company, said in a regulatory filing that it was conducting a $30.6 million private placement of equity.

The deal priced Aug. 17.

The company will issue 1.7 million common shares at $18.00 per share, reflecting a 2.86% premium to the Aug. 16 closing share price of $17.50.

However, according to James R. Helsop, chief operating officer, the price per share represents 81.7% of the tangible book value per share.

Helsop told Prospect News that Middlefield was doing the private financing "for a couple reasons." One reason is that the company has embarked on a growth strategy that included the creation of a non-bank subsidiary. Helsop added that the company is anticipating more growth, including increasing its presence in Central Ohio.

Additionally, there was "some debt at the holding company" level that management wanted to pay down.

Helsop said that he hadn't heard much from investors regarding the deal, but added that he was "anticipating things will happen after Labor Day."

"It is my understanding that as we reach certain milestones, we'll be required to file additional 8-Ks," he remarked.

He also noted that "Ohio banks are pretty stable" and that Middlefield has managed to stay profitable even amid the economic crisis.

"We've managed to keep plugging along; we haven't had any losing quarters," he said.

Settlement is expected by Oct. 31.

Middlefield's stock (Pink Sheets: MBCN) was unchanged at $17.75. Market capitalization is $27.99 million.

WinSonic secures equity facility

WinSonic Digital Media inked an agreement with Roswell Capital Partners, in which Roswell will provide WinSonic with a $5 million two-year equity financing facility, according to a press release.

The terms of the facility are flexible, allowing for WinSonic to draw on the line as opportunities arise. The company is not prohibited from conducting other types of financings.

"WinSonic is excited to work closely with Roswell Capital on this financing and looks forward to exploring additional opportunities with previous financing partners," said Winston Johnson, chairman and chief executive officer, in the release.

WinSonic's shares (Pink Sheets: WDMG) gained 2 cents, or 66.67%, to $0.05.

WinSonic Digital Media Group is an Atlanta-based digital media distribution solutions company.

Etrion deal oversubcribed

Vesenaz, Switzerland-based Etrion took in C$15.75 million in an oversubscribed private placement of common stock, the company announced.

The deal originally priced at C$15 million on Aug. 9.

Etrion sold 21 million of the shares at C$0.75 each, representing a 1.32% discount to the Aug. 20 closing share rice of C$0.76.

Proceeds from the financing will be used to pay down a bridge loan from the company's largest shareholder, Lundin Petroleum.

Additionally, the financing was required as part of the company's attempt to change its listing category.

"We are pleased to close the private placement, which was the principal requirement of our conditional listing approval from the [Toronto Stock Exchange]," said Marco Northland, CEO, in a press release.

"We look forward to concluding the TSX process by the end of August in order to list Etrion in the industrial category as an independent solar power producer."

Etrion's equity (Toronto: ETX) dipped 1 cent, or 1.32%, to C$0.75. Market capitalization is C$119.07 million.

Australian Bauxite plans stock sale

Australian Bauxite said it would raise A$6.08 million from a private placement of ordinary stock.

The Sydney, Australia-based company will sell 13.5 million shares at A$0.45, a 15.09% discount to the Aug. 20 closing share price of A$0.53.

Proceeds will be used for exploration and development.

"ABx will continue its high rate of exploration activity for the remainder of 2010, including the completion of 1,000 holes, and, as a result of this capital raising, increasing the exploration rate to 1,400 holes in 2011," the company said in a press release.

"By the end of 2010, ABx expects to complete first pass drilling on all of its granted tenements in Queensland, [NewSouth Wales] and Tasmania, and complete prioritization of its projects."

Settlement is expected by Aug. 27.

Australian Bauxite's stock (Australia: ABZ) closed at A$0.47.

Great Harvest to invest in Adex

Adex Mining is seeking C$4.8 million via a private placement of units, according to a press release.

Great Harvest Canadian Investment Co. Ltd. is the investor.

Adex will issue 40 million of the units at C$0.12 each. The units will contain one common share and one warrant.

The warrants are exercisable at C$0.18 for one year. The strike price reflects an 89.47% premium over the Aug. 20 closing share price of C$0.095.

The terms of the agreement also require the investor to provide or arrange up to $50 million in loan facilities for the development of the Mount Pleasant Mine Property.

"I am pleased to have the opportunity to present this agreement to our shareholders for consideration and approval," said Errol Farr, president, in the release.

"This agreement represents a milestone for Adex in its aspiration to bring its Mount Pleasant Property to commercial production. Great Harvest has a demonstrated the ability and a desire to become a strategic partner to Adex. I look forward to the future that this agreement brings."

Adex's shares (TSX Venture: ADE) improved 1½ cents, or 15.79%, to C$0.11. Market capitalization is C$10.62 million.

Adex Mining is based in Toronto.

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