MONTREAL, QUÉBEC--(Marketwired - March 23, 2015) -
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
Orbite Aluminae Inc. (TSX:ORT)(OTCQX:EORBF) ("Orbite" or the "Company") is pleased to announce that it proposes to offer for sale a minimum of 8,500 units of the Company (each, a "Unit") and a maximum of 15,500 Units at a price of $1,000 per Unit for minimum gross proceeds of $8,500,000 and maximum gross proceeds of $15,500,000 (the "Offering").
Each Unit consists of $1,000 principal amount of 5% convertible unsecured unsubordinated debentures (the "Debentures") and 907 share purchase warrants (each single share purchase warrant, a "Warrant") of the Company (which is equivalent to 35% of the number of class A Shares (the "Common Shares") into which the Debentures are convertible). The Debentures will mature five years from their issue date (the "Maturity Date") and will bear interest at a rate of 5% per annum payable semi-annually. Each Debenture will be convertible, at the option of the holder at any time prior to the Maturity Date, into the number of Common Shares computed on the basis of (i) the principal amount of the Debentures divided by the conversion price of $0.386 per Common Share (the "Conversion Price"), and (ii) an amount equal to the additional interest amount that such holder would have received if it had held the Debenture until the Maturity Date (the "Make-Whole Amount") divided by the then 5 day volume weighted average trading price of the Common Shares on the TSX (the "Current Market Price"). The Make-Whole Amount shall be reduced by 1% for each 1% that the Current Market Price at time of conversion exceeds the Conversion Price. The aggregate number of Common Shares to be issued upon conversion of the Debentures and for any payment of the Make-Whole Amount in Common Shares shall not exceed the number of Common Shares equal to the principal amount of the Debentures divided by $0.386 less the 25% maximum discount allowable in accordance with the rules of the Toronto Stock Exchange. Each Warrant will be exercisable into one Common Share for a period of 36 months from the closing of the Offering at a price of $0.463 per Common Share.
In connection with the Offering, the Corporation has engaged Euro Pacific Canada Inc. (the "Agent") to offer the Units for sale to the public on a commercially reasonable efforts basis. For its services, the Agent will receive a cash commission equal to 6% of the gross proceeds raised under the Offering and that number of non-transferable broker warrants equal to 6% of the Common Shares into which the principal of the Debentures sold in the Offering are convertible. Each broker warrant will be exercisable into one Common Share for a period of 36 months from the closing of the Offering at a price of $0.386 per Common Share. The Company also granted the Agent an option exercisable in whole or in part in the sole discretion of the Agent for a period of 30 days from the closing date, to purchase a number of additional Units equal to 15% of the number of Units issued under the Offering on the same terms as set forth above solely to cover over-allotments, if any, and for market stabilization purposes.
The Offering is expected to close on or about March 30, 2015. The Offering is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals (including Toronto Stock Exchange approval). The Units will be qualified for sale by way of a prospectus supplement to the Company's short form base shelf prospectus dated March 18, 2015, which will be filed in the all of the provinces of Canada.
The net proceeds of the Offering will be used to fund the Company's high purity alumina production facility in Cap-chat, Quebec and for working capital and general corporate purposes.
For more information on this offering and to obtain a copy of the final base shelf prospectus contact your investment advisor or Euro Pacific Canada in Montreal at 514-940-5094, Toronto at 416-649-4271 or Vancouver at 604-453-1382.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities offered in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Orbite Aluminae Inc. is a Canadian clean technology based mineral-processing and resource development company whose innovative and proprietary processes are expected to produce alumina and other high-value products, such as rare earth and rare metal oxides, at one of the lowest costs in the industry, and in a sustainable fashion, using feedstocks that include aluminous clay, kaolin, nepheline, bauxite, red mud, fly ash as well as serpentine residues from chrysotile processing sites. Orbite is currently in the process of finalizing its first commercial high-purity alumina (HPA) production plant in Cap-Chat, Québec and has completed the basic engineering for a proposed smelter-grade alumina (SGA) production plant, which would use clay mined from its Grande-Vallée deposit. The Company's portfolio contains 15 intellectual property families, including 15 patents and 98 pending patent applications in 11 different countries and regions. The first intellectual property family is patented in Canada, USA, Australia, China, Japan and Russia. The Company also operates a state of the art technology development center in Laval, Québec, where its technologies are developed and validated.
Certain information contained in this document may include "forward-looking information". Without limiting the foregoing, the information and any forward-looking information may include statements regarding projects, costs, objectives and future returns of the Company or hypotheses underlying these items. In this document, words such as "may", "would", "could", "will", "likely", "believe", "expect", "anticipate", "intend", "plan", "estimate" and similar words and the negative form thereof are used to identify forward-looking statements. Forward-looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be achieved. Forward-looking statements and information are based on information available at the time and/or the Company management's good-faith beliefs with respect to future events and are subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond the Company's control. These risks uncertainties and assumptions include, but are not limited to, those described in the section of the Management's Discussion and Analysis (MD&A) entitled "Risk and Uncertainties" as filed on November 5, 2014 on SEDAR and the section of the Company's base shelf prospectus dated March 18, 2015 entitled "Risk Factors".
The Company does not intend, nor does it undertake, any obligation to update or revise any forward-looking information or statements contained in this document to reflect subsequent information, events or circumstances or otherwise, except as required by applicable laws.