Remote Knowledge raises $4.8 million, stock jumps; Elephant Talk taps $3 million, Azure eyes funds

By Devika Patel

Knoxville, Tenn., Aug. 22 - Remote Knowledge, Inc. shares saw huge gains Friday after the company announced it sold $4.8 million of its convertible notes in a deal with investors led by Muragai, LLC and its affiliated company, SLW International LLL. The investors assumed control of four of the company's five board seats and named new management to lead the business.

After the news, the Houston-based company's shares (Pink Sheets: RKNW) doubled in value, skyrocketing by 6 cents to close at $0.12 on Friday.

Separately, Elephant Talk Communications, Inc. said it settled a $3 million tranche of a $7 million private placement of units on Friday in a deal that was announced in July.

The company's shares (OTCBB: ETAK) also shot up sharply, gaining 18.18% Friday, or 20 cents, to close at $1.30.

And after the close on Thursday, Azure Dynamics Corp. announced intentions for a C$25 million private placement of stock, a portion of which will be conducted via agents Raymond James Ltd. and Numis Securities Ltd.

Azure's shares (Toronto: AZD) jumped 33.33%, or 5 cents, closing at C$0.20 Friday, indicating that investors are confident the company will benefit from the financing, which is being conducted with three pension funds managed by Shell Asset Management Co. BV.

Commerce Energy Group, Inc. also waited until after the close Thursday to announce the completion of a $22.1 million bridge loan with investor AP Finance, LLP.

Remote gets $4.8 million

Remote Knowledge announced the completion of a $4.8 million private placement of convertible notes with a group of investors led by Muragai and its affiliated company, SLW International.

As part of this transaction, the investors have or will nominate four persons to the company's five board seats, including Farid Nagji as chairman, who will join existing director Dan Granader. Nagji is senior vice president, chief information officer and risk officer for a subsidiary of Bermuda-based insurance group Argo Group International Holdings, Ltd.

The new board has immediately appointed C. Greg Peters as chief executive officer, replacing founder Randy Bayne, who will remain with the company to lead marketing and sales. Peters was formerly president of Muragai.

The company has also confirmed that it has retained Mark Van Eman as chief operating officer to head all engineering, systems and network support.

While the company continues its search for a new chief financial officer, an executive management committee consisting of Peters, Bayne and Van Eman will manage the company affairs and report to the board.

"Our first order of business has been to restructure the management of the company with a goal of expediting the development and launch of our product by the end of the year," Nagji said in a press release. "The board will work with the new executive management committee to closely monitor all developments at the company, together with the use of proceeds from the recent financing. We will also work with our independent auditors and outside counsel to bring the company's public filings current."

Proceeds from the financing will be used to refinance existing debt and finance continued operations, including the testing and manufacturing of the company's new marine communication equipment and the construction of the applicable network.

Remote Knowledge is a developer and provider of satellite-based high-speed internet, voice, video, data-management and mobile marketing applications.

Elephant takes $3 million

Elephant Talk, a long-distance communications carrier based in Orange, Calif., said it has concluded a $3 million tranche of its planned private placement of units, which is slated to raise $7 million.

The company had taken in $3.3 million in an earlier tranche, bringing the total proceeds raised thus far to $6.3 million.

Proceeds will be used for expansion of Elephant Talk's proprietary global telecom network and infrastructure.

"Our commitment to our shareholders and to our operational objectives remains steadfast," chief executive officer Steven van der Velden said in a press release. "We continue to pursue an acquisitions program that will expand our global footprint and position Elephant Talk as the preferred telecom services provider and systems integrator for mobile virtual network operators."

In this tranche, Elephant sold 2,847,018 units of one common share, one warrant and one half-share warrant at $1.05 per unit. Each of the whole warrants will be exercisable at $1.26 for five years. The whole half-share warrants are exercisable at $1.47 for five years.

Azure arranges C$25 million

Toronto's Azure Dynamics has negotiated a C$25 million private placement of shares, which it announced after the close Thursday.

The Toronto-based company will sell 100 million common shares at C$0.25 apiece, which includes an issue of up to 74 million shares to three pension funds managed by Shell Asset Management Co. BV for C$18.5 million.

Raymond James Ltd. and Numis Securities Ltd. are the agents for the C$6.5 million remainder of the deal, which is expected to settle Aug. 27.

Proceeds will be used to fund Azure Dynamics' ongoing product development and commercialization efforts as well as general corporate purposes.

"This financing will allow us to continue execution of the product development and commercialization efforts for the significant market opportunity we are addressing," Azure Dynamics chief executive officer Scott T. Harrison said in a news release Thursday.

The company is a hybrid electric vehicle and electric vehicle control and powertrain systems supplier.

Commerce wraps $22.1 million

Costa Mesa, Calif.-based Commerce Energy has sealed a financing in which it issued $22.1 million in convertible subordinated short-term debt to AP Finance, the company announced Thursday evening.

The debt is convertible at AP's option at any time at an initial conversion price of $3.00 per share.

AP also received a warrant for 2,773,333 common shares, exercisable at $1.15.

"We are extremely proud of securing this financing for Commerce Energy in the current difficult credit environment," Commerce Energy chief financial officer Doug Mitchell said in a press release.

"The financing is designed to accelerate our ability to arrange a longer term credit facility with a large commodity bank. Efforts are ongoing and we are optimistic to have such a credit facility in place within approximately 90 days," the company's chairman and chief executive officer, Greg Craig, added. "This transaction provides a significant and material increase in Commerce Energy's financial and credit strength for the near term."

The electricity and natural gas marketing company's shares (Amex: EGR) rose 6.25%, or 6 cents, closing at $1.02 Friday.

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