MAKO to sell $60 million in stock; Clean Energy plans unit offering; Timberline ditches acquisition plans

By Kenneth Lim

Boston, Oct. 29 -MAKO Surgical Corp. plans to raise up to $60 million through a stock placement to further develop its medical devices.

Clean Energy Fuels Corp. said it is selling $35 million of stock and warrant units through a direct offering to obtain working capital.

Timberline Resources Corp. announced a sale of $10 million of convertible and stock to a director to pay off a bridge loan as the company changes its strategy.

MAKO plans $60 million deal

MAKO Surgical plans to place up to $60 million of its common stock in two tranches.

The initial $40 million tranche of about 6.45 million shares is slated to close Friday, while MAKO has an option to access an additional $20 million later. All the shares will be sold at $6.20 apiece. MAKO common stock (Nasdaq: MAKO) closed at $7.02 on Wednesday, up by 12.86% or $0.80.

Montreux Equity Partners and Skyline Ventures were the lead investors in the deal, which also saw participation from Alta Partners and other existing MAKO shareholders.

The investors will also receive warrants for about 1.29 million shares exercisable at $7.44 from the initial tranche. The second tranche will include warrants to buy an additional 322,581 shares at $6.20 per share.

Proceeds will be used to support the anticipated commercialization of a new version of MAKO's robotic arm system, implants and surgical products. The proceeds will also be used for research and development, expansion and other working capital.

MAKO is a Fort Lauderdale, Fla.-based medical device company that focuses on knee replacement solutions that use its MAKOplasty brand.

As part of the deal, Montreux managing director John J. Savarese and Skyline managing director John G. Freund will join MAKO's board of directors.

"MAKO is pleased that we have secured access to capital that we believe is adequate to allow for the execution of our business plan," MAKO chairman and chief executive Maurice R. Ferre said in a statement. "The proceeds of this financing, along with participation by investors with proven success with medical device companies, will put us in a stronger position to advance the wider adoption of MAKOplasty."

Clean Energy to sell units

Clean Energy Fuels plans to raise $35 million through a direct offering of units.

The deal comprises about 4.4 million units at $7.92 each on a best efforts basis. Each unit consists of one common share, one series I warrant to purchase 0.75 share and one series II warrant to purchase up to 0.257143 share.

Each whole series I warrant is exercisable at $13.50, subject to adjustment. Each whole series II warrant is exercisable at $0.01.

Clean Energy common stock (Nasdaq: CLNE) fell 22.78% or $2.05 to close at $6.95 on Wednesday.

The series II warrants are conditioned upon the outcome of the Nov. 4 California election related to Proposition 10, which is the California Alternative Fuels and Renewable Energy Initiative. If the initiative is not approved, the warrants will be exercisable from Nov. 9 through Nov. 14; if the initiative passes, the warrants will not be exercisable and will terminate.

Proceeds will be used working capital and other general corporate purposes, which may include capital expenditures related to Clean Energy's natural gas plant in California, station construction activities, and future acquisitions.

Seal Beach, Calif.-based Clean Energy is a provider of natural gas fuel for vehicle fleets.

Timberline retires bridge loan

Timberline is selling a $5 million two-year convertible notes and $5 million of its common shares to director Ron Guill.

The convertibles have an initial conversion price of $1.50 per share, while the shares will be sold at $0.90 each. Timberline common stock (AMEX: TLR) closed at $0.65 Wednesday, lower by 9.74% or $0.07.

Guill will become the company's largest single shareholder following the close of the placements.

Timberline is a mineral exploration company based in Coeur D'Alene, Idaho.

The proceeds will be used to pay off Timberline's bridge loan with Auramet Trading, LLC and provide working capital.

The company is retiring the bridge loan after deciding to scrap a planned acquisition of Small Mine Development, LLC. Instead, Timberline and Small Mine will form a 50-50 joint venture at Timberline's 100% owned Butte Highland gold project to go into production.

"We are excited about this transaction," Timberline chief executive Randal Hardy said in a statement. "In these unprecedented market conditions, it proved extremely difficult to complete the acquisition of SMD under acceptable terms. Therefore, we jointly agreed that the unpredictability in the current economic climate presented too great of a risk to the company and our shareholders.

"Under these circumstances, we believe that our strategic partnership with SMD at Butte Highlands provides an excellent opportunity for our shareholders by placing our most-advanced project on a development track with considerably less share dilution. This partnership is a model for future opportunities in underground mine development and mining with SMD."

Timberline chairman John Swallow added: "While both sides went to great effort and expense to consummate the acquisition agreed to nearly a year ago, the world of a year ago is, unfortunately, not the world of today. In attempting to push a deal that made sense until recently, but does not today, we risked creating an entity unable to generate sufficient cash flow or take advantage of the opportunities that exist today. We have no control over the credit markets and little use for them or the process at this time. The resulting structure of Timberline demonstrates the strength of our relationships with those truly motivated to build shareholder value."

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