Capital Structure
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-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-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 asset 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 10-for-1 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.
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, 11,500,000 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.
As of April 1, 2013, there were 57.9 million shares outstanding (79.0 million shares fully diluted). Management and directors own approximately 5.9% of the shares outstanding or 11.5% on a fully diluted basis, including performance warrants and options issued by the Company.
