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 and 14, 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 14,629,000 subscription receipts priced at $0.75 per subscription receipt for gross proceeds of approximately $11 million (the "Offering"). Each subscription receipt represented 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. The Offering was completed on February 24, 2017 and 14,629,000 common shares were issued increasing the number of outstanding common shares of the Company to 73,148,321.
On February 8, 2018, the Company announced that it had entered into an agreement with a syndicate of underwriters to purchase, on a "bought deal" basis, 8,772,000 common shares ("Common Shares") of Valeura at a price of $5.70 per Common Share for gross proceeds of approximately $50.0 million (the "2018 Offering"). The syndicate will be led by GMP FirstEnergy and includes Cormark Securities Inc. (the "Underwriters"). In addition, the Corporation granted the Underwriters an over-allotment option to acquire up to an additional 1,315,800 Common Shares at a price of $5.70 per Common Share. If the over-allotment option is exercised in full, additional gross proceeds will be approximately $7.5 million for total gross proceeds of approximately $57.5 million. The Company expects to use the net proceeds of the 2018 Offering to fund the continued appraisal of its BCGA play in Turkey and for general corporate purposes. The 2018 Offering is scheduled to close on or about March 1, 2018.
Later on February 8, 2018, the Company announced that the size of the 2018 Offering had been increased. The Company will now issue 10,527,000 shares at $5.70 for aggregate gross proceeds of approximately $60 million.
Post the closing of the 2018 Offering, management and directors will own approximately 4.3% of the shares outstanding or 10.3% on a fully diluted basis, including options issued by the Company.
The following figure illustrates the expected capital structure of the Company at closing of the 2018 Offering on March 1, 2018.