Orbite Aluminae Inc.

July 07, 2011 12:18 ET

CORRECTION: Orbite Completes C$57.5 Million Bought-Deal Offering

MONTREAL, QUEBEC--(Marketwire - July 7, 2011) - This document corrects and replaces the press release that was sent today at 11:20 EDT.

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.

Exploration Orbite V.S.P.A. Inc. (TSX VENTURE:ORT.A) ("Orbite" or the "Company"), further to its press release dated June 21, 2011, is pleased to announce that it has completed its previously announced bought-deal private placement of special warrants (the "Special Warrants") in the aggregate amount of C$57,500,000 (the "Offering"), which includes the exercise in full, by Mackie Research Capital Corporation, the lead underwriter and sole bookrunner for the Offering, of its option to acquire an additional 15% of Special Warrants initially reserved for the Offering (the "Underwriters' Option").

The Company issued a total of 17,968,750 Special Warrants at a price of C$3.20 per Special Warrant (the "Offering Price"), for gross proceeds to the Company of C$57,500,000, which includes 2,343,750 Special Warrants issued pursuant to the exercise of the Underwriters' Option.

"Concluding a $57.5 million bought-deal financing at this time, especially in the current challenging economic and market conditions, affirms the value of our business model to the investor community. This latest round further de-risks our business model and further increases our ability to advance any future projects," declared Mr. Richard Boudreault, CEO. "We are proud of Orbite's team and thankful to Mackie Research Capital Corporation and M Partners Inc. for delivering a financing that represents a key milestone in advancing the Company's efforts to establish commercial operations," added Mr. Boudreault.

Each Special Warrant is exchangeable at anytime for no additional consideration into one class A share (the "Common Share") and one-half (½) of one Common Share purchase warrant (the "Warrant"). Each whole Warrant will be exercisable into one Common Share at C$4.50 for up to twelve (12) months from closing of the Offering (the "Closing"). In the event that the volume weighted average price of the Company's Common Shares exceeds C$7.50 per Common Share for any consecutive ten-day trading period following the earlier of the date of the Liquidity Event (defined below) or the end of the four-month and one day hold period on the securities to be issued under the Offering, the Company shall have the option to force the conversion of any Warrants outstanding at such time.

The syndicate of underwriters was comprised of Mackie Research Capital Corporation and M Partners Inc. (collectively, the "Underwriters"). In consideration for their services, the Underwriters received a cash commission equal to 6.5% of the gross proceeds of the Offering and non-transferable compensation options (the "Compensation Options") equal to 6.0% of the Special Warrants issued pursuant to the Offering. Each Compensation Option entitles the Underwriters to purchase a Common Share at the Offering Price and to one-half (½) of one Warrant at no additional consideration.

The Company will as soon as reasonably practicable obtain a receipt for a final short form prospectus of the Company filed pursuant to National Policy 11-202 and Multilateral Instrument 11-102, issued by the securities regulators in such jurisdictions in Canada in which a holder of Special Warrants is resident (collectively, the "Liquidity Event"). In the event that the Liquidity Event does not occur within 75 days following the Closing, each unexercised Special Warrant, including the Special Warrants offered as part of the Underwriters' Option and the Compensation Options, will thereafter entitle the holder thereof to receive upon the automatic exercise thereof, at no additional consideration, 1.10 Shares (instead of one Share) and 0.55 Warrants (instead of 0.5 Warrants).

All unexercised Special Warrants will be deemed to be exercised on the earlier of (i) four (4) months and a day following Closing of the Offering, and (ii) the 3rd day after the occurrence of a Liquidity Event.

The Offering remains subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange. The securities issued pursuant to the Offering are subject to a four month plus one day restriction period (until November 8, 2011).

The proceeds received by the Company from the sale of the Special Warrants will be used (a) to invest in the conversion of Orbite's Cap-Chat pilot plant into a commercial facility geared at producing ultrapure alumina, and (b) for working capital purposes.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Orbite

Orbite owns 100% of the exclusive mining rights on its 6,441-hectare Grande-Vallée property, the site of an aluminous clay deposit located 32 km northeast of Murdochville, and a 28,000 sq. ft. facility in Cap Chat, both in the Gaspé region. The latest NI 43-101 report issued has identified an Indicated Resource of more than 1BT of aluminous clay in part of the deposit. The Company also owns the intellectual property rights to a unique Canada and U.S.-patented process for extracting alumina from aluminous clays for which other international patents are also pending.

For more information about Orbite, please visit www.orbitealuminae.com

About Mackie Research Capital Corporation

Mackie Research Capital is one of Canada's largest independent full service investment firms, and proudly traces its roots back to 1921. It is privately owned by many of its 350 employees. As a fully integrated national investment dealer, it offers a full complement of capital markets and wealth management services to private and institutional clients and growth companies.

For more information about Mackie Research Capital Corporation, please visit www.mackieresearch.com

Cautionary Note Regarding Forward-Looking Information

Except for the statements of historical fact contained herein, the information presented constitutes "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information is based on reasonable assumptions that have been made by Orbite as at the date of such information and is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Orbite to be materially different from those expressed or implied by the forward-looking information, including but not limited to: the impact of general business and economic conditions; the absence of control over mining operations and risks related to those mining operations, including risks related to government and environmental regulation, actual results of current exploration activities, conclusions of economic evaluations and changes in project parameters as plans continue to be refined; problems inherent to the marketability of minerals; industry conditions, including fluctuations in the price of metals, fluctuations in foreign exchange rates and fluctuations in interest rates; stock market volatility and competition. Although Orbite has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. Orbite does not undertake to update any forward-looking information that is contained or incorporated by reference herein, except in accordance with applicable securities laws. Orbite does not provide any representation as to its comparability with other companies in its industry.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as such term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • MEDIA
    Frederic Berard
    Vice President
    HKDP Communications and Public Affairs
    514-395-0375, ext. 259

    INVESTORS
    Louis Morin
    Investor Relations
    514-591-3988

    INVESTORS
    Jason Monaco
    Managing Partner
    First Canadian Capital Corp.
    416-742-5600

    Mackie Research Capital Corporation
    John A. McMahon
    Vice Chairman, and Head of Investment Banking
    (416) 860-7600