Inspire announces $75 million sale; ProElite settles $22.5 million offering

By Laura Lutz

Des Moines, July 18 - Inspire Pharmaceuticals, Inc. led PIPEs offerings on Wednesday with a planned $75 million placement of exchangeable preferred stock with investor Warburg Pincus.

Inspire said in a news release that the deal is based on a price per common share of $5.35.

The number and price of the preferred shares was not announced.

Each preferred share will be exchangeable for 100 shares of common stock. They will pay dividends at 10% per year.

The preferreds mature in four years. On the maturity date, either the holders or the company can force redemption for a cash amount equal to the greater of par plus accrued interest and the market value of the common stock for which the preferred could be exchanged.

The deal is expected to settle later this week.

Inspire is a biopharmaceutical company based in Durham, N.C.

It will use the proceeds for commercialization of its AzaSite treatment for bacterial conjunctivitis, several phase 3 development programs, working capital and general corporate purposes.

"We believe Inspire has an attractive portfolio of products and product candidates serving major unmet medical needs in ophthalmology and respiratory/allergy. We look forward to working together with the Inspire management team and board of directors to help Inspire achieve its long-term vision," Jonathan S. Leff, a managing director of Warburg Pincus, said in the news release.

In conjunction with the placement, Leff was appointed to Inspire's board.

Christy L. Shaffer, president and chief executive officer of Inspire, also expressed enthusiasm for the deal.

"We are pleased to have Warburg Pincus as a significant investor and to add Jonathan as a member of our board of directors. Based on current operating plans, this financing strengthens our cash position and eliminates the near-term need for additional capital," she said in the release.

Inspire's stock jumped $1.18, or 23.18%, to close at $6.27 on Wednesday before losing $0.2928 cents in after-hours trading (Nasdaq: ISPH).

ProElite secures $22.5 million

ProElite, Inc. also stood out among the day's stories.

The Los Angeles-based mixed martial arts company closed a private placement of units for $22,499,995.

The company sold 3,214,285 units to institutional investors for $7.00 per unit.

Each unit consists of one share and one half-share warrant. Each whole warrant will be exercisable at $7.00 for five years.

Hunter World Markets, Inc. was the placement agent.

The company's stock ended the day at $15.00, unchanged since July 13 (Pink Sheets: PELE).

Australian Solomons replaces PIPE

In the Canadian market, Australian Solomons Gold Ltd. replaced its previously announced C$110 million offering with a private placement for C$15,007,500.

The company now plans to sell up to 13.05 million subscription receipts at C$1.15 apiece.

Each subscription receipt will be exchangeable for one common share and one half-share warrant. Each whole warrant will be exercisable for one common share at C$1.50 for three years.

Haywood Securities Inc. and Paradigm Capital Inc. will lead a syndicate of agents that also includes Fraser Mackenzie Ltd.

When the C$110 million placement was announced on May 16, it was expected to include up to C$66 million subscription receipts and up to C$44 million of units.

It would have been conducted through the same agents.

The Toronto-based gold exploration company said that withdrew the C$110 million offering because it did not believe that the indicative pricing and market conditions were appropriate and because it intends to re-evaluate its current mine plans in light of recent drilling results at the Gold Ridge project.

"With the potential generated by the recent and ongoing drilling at Charivunga Gorge [in the Gold Ridge mine], it is important that we balance the growing exploration potential with the commitment to re-open the existing mine and mill as soon as possible, John Bovard, chief executive officer of Australian Solomons said in a news release.

"The latest funding will allow us to conduct the pre-planning and mobilization in preparation for the refurbishment of the processing plant, while continuing a vigorous exploration program."

The company's shares lost C$0.10, or 7.69%, to finish Wednesday at C$1.20 (Toronto: SGA).

Rainy River to raise C$25.06 million

In other Canadian resource news, Rainy River Resources Ltd. priced a C$25.06 million private placement of units and flow-through shares.

Canaccord Capital Corp. will lead an underwriting syndicate that also includes Wellington West Securities.

The underwriters have a greenshoe for up to 1.925 million additional units, for additional proceeds of up to C$10.01 million.

When the deal first priced on Wednesday morning, the greenshoe consisted of up to C$5 million of any combination of units and flow-through shares, subject to a C$2.5 million cap on the additional flow-through shares.

The greenshoe was amended to its current size in a news release later in the day.

The company plans to sell 3.85 million units at C$5.20 apiece and 840,000 flow-through shares at C$6.00 apiece.

Each unit will consist of one non flow-through share and one half-share non flow-through warrant. Each whole warrant will be exercisable at C$6.00 for 18 months.

Proceeds will be used for exploration, potential acquisitions and general corporate purposes.

Rainy River is a metals exploration company based in Vancouver, B.C. Its shares dropped C$0.29, or 5.3%, on Wednesday to close at C$5.18 (TSX Venture: RR).

Rift Oil arranges £11 million deal

In England, Rift Oil plc announced an £11 million private placement of shares with RBC Capital Markets.

Rift plans to sell up to 293,333,333 ordinary shares at 3.75p each.

The placement represents 42.06% of the company's enlarged share capital.

Rift is a London-based oil and gas company focused on exploration in Papua Guinea. The company plans to use the proceeds to prove up reserves.

The company's shares lost 0.14p, or 3.61%, to close at 4.00p on Wednesday (London: RIFT).

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