In conjunction with the Arrangement in April 2010, Valeura completed a $6.0 million private placement to recapitalize the Company, of which approximately 50% was funded by management, directors, and employees, wherein 30 million shares were issued at $0.20 per share (pre-Share Consolidation basis).
On April 16, 2010, the Company also closed a bought deal financing with investors, in Canada and Europe, of 51.1 million special warrants at $0.47 per warrant (pre- Share Consolidation basis), which provided gross proceeds of $24.0 million. Each warrant converted to 1.0 share on May 21, 2010 on issuance of a final prospectus.
In conjunction with the TBNG-PTI acquisition, the Company completed a bought deal private placement on February 28, 2011 of 265,384,350 Subscription Receipts (pre- Share Consolidation basis) priced at $0.325 per Subscription Receipt for gross proceeds of $86.25 million. Each Subscription Receipt entitled the holder thereof, upon the satisfaction of certain escrow release conditions, to automatically receive one Common Share and one-half of one financing warrant of the Company. The Financing Warrants were not re-issued following the Company's Share Consolidation, which was completed on September 15, 2011. Therefore, on a post- Share Consolidation basis, the holder of Financing Warrants is entitled to exchange 10 Financing Warrants to acquire one Common Share at a price of $5.50 per Common Share, for a period of 60 months from the closing date of the Subscription Receipts offering. The Company will have the right to accelerate the expiry date of the Financing Warrants to 30 days from the date of notice once the 20 day volume weighted average price of the Company Common Shares on the TSX has become equal to or greater than $11.00 per Common Share. The Financing Warrants expired on February 29, 2016.
On September 17, 2012, the Company announced that it had entered into an agreement with a syndicate of underwriters to purchase, on a "bought deal" basis, 11.5 million Common Shares of Valeura at a price of $1.30 per Common Share, for gross proceeds of $14.95 million. The financing closed on October 10, and 11.5 million Common Shares were issued at a price of $1.30 per Common Share, for net proceeds of approximately $13.8 million after fees and expenses.
On October 13, 2016, the Company announced that it had entered into an agreement with a syndicate of underwriters (collectively, the "Underwriters") for an underwritten private placement of 10.0 million subscription receipts priced at $0.75 per subscription receipt for gross proceeds of $7.5 million (the "Offering"). Each subscription receipt represents the right to receive one common share of the Company without the payment of any additional consideration or further action, upon satisfaction of certain conditions, including that all conditions to the completion of the TBNG Acquisition have been satisfied (but for the payment of the purchase price). If (i) the TBNG Acquisition is not completed on or before March 3, 2017, (ii) the Acquisition Agreement is terminated in accordance with its terms at an earlier time, or (iii) Valeura advises the Underwriters or the public that it does not intend to proceed with the TBNG Acquisition, holders of Subscription Receipts will receive, for each Subscription Receipt held, a return of the cash payment equal to the offering price per Subscription Receipt and any interest earned thereon during the term of the escrow. The gross proceeds of the offering have been deposited in escrow pending the closing of the TBNG Acquisition.
On October 14, 2016, the Company announced that the size of the offering was increased to 14.6 million subscription receipts for total gross proceeds of approximately $11 million. At closing, the net proceeds of the financing are expected to be approximately $10.2 million after fees and expenses.
As of November 1, 2016, there were 58.5 million shares outstanding (63.4 million shares fully diluted). Management and directors own approximately 5.3% of the shares outstanding (having invested approximately $6.2 million) or 11.5% on a fully diluted basis, including options issued by the Company.
At the completion of the offering, it is expected that there will be 73.1 million shares outstanding (78.1 million shares fully diluted). The following figure illustrates the pro forma capital structure post closing of the offering.