Orbite Aluminae Inc.

Orbite Aluminae Inc.

March 31, 2015 07:30 ET

Orbite Announces Bought Deal for $8,500,000, Which May be Upsized to $15,000,000

MONTREAL, QUEBEC--(Marketwired - March 31, 2015) -


Orbite Aluminae Inc. (TSX:ORT)(OTCQX:EORBF) ("Orbite" or the "Company") is pleased to announce that it has entered into an underwriting agreement with Euro Pacific Canada Inc. (the "Underwriter") under which the Underwriter has agreed to buy on a bought deal basis 8,500 units of the Company (each, a "Unit") at a price of $1,000 per Unit for gross proceeds of $8,500,000 (the "Offering"). In addition, the Company also granted the Underwriter an option, exercisable in whole or in part at any time within 30 days of the bought deal closing of the Offering, to purchase up to an additional 6,500 Units for additional gross proceeds of up to $6,500,000 (resulting in aggregate of gross proceeds of up to $15,000,000) at one or more additional closings.

Each Unit consists of $1,000 principal amount of 5% convertible unsecured unsubordinated debentures (the "Debentures") and 1,077 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 closing date of the bought deal offering (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 $0.325 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 $0.325 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 their issue date at a price of $0.39 per Common Share.

For its services, the Underwriter 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 applicable closing of the Offering at a price of $0.39 per Common Share.

The bought deal portion of the Offering is expected to close on or about April 6, 2015 and subsequent additional closings may follow. The Offering is subject to conditions, including, without limitation, receipt of all regulatory approvals (including Toronto Stock Exchange approval). The Units, including any additional Units sold pursuant to the Underwriter's option are qualified for sale by way of the Company's short form base shelf prospectus dated March 18, 2015 and prospectus supplement dated March 30, 2015, which have been filed in Quebec, Ontario, Alberta and British Columbia.

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 and prospectus supplement 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.

About Orbite

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.

Forward-looking statements

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 sections of the Company's base shelf prospectus dated March 18, 2015 and prospectus supplement dated March 30, 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.

Contact Information

    Marc Lakmaaker, External Investor Relations Consultant
    1-800-385-5451 ext. 248

    For Media Inquiries:
    Scott Anderson, External Media Relations Consultant
    1-800-385-5451, ext. 252