Orbite Aluminae Inc.

June 21, 2011 15:48 ET

Orbite Announces C$50 Million Bought Deal Offering Through Mackie Research Capital Corporation

MONTREAL, QUEBEC--(Marketwire - June 21, 2011) -

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") is pleased to announce that it has entered into an agreement with Mackie Research Capital Corporation ("MRCC") pursuant to which MRCC has agreed to act as lead underwriter and sole bookrunner, in a syndicate of underwriters (collectively, the "Underwriters"), whereby the Underwriters will purchase, on a bought-deal private placement basis, 16,130,000 special warrants of the Company (the "Special Warrants") at a price of C$3.10 per Special Warrant (the "Offering Price"), for gross proceeds to the Company of C$50,003,000 (the "Offering").

Each Special Warrant will be exchangeable into one unit of the Company (the "Units"). Each Unit will consist of one common share (the "Common Share") and one-half (1/2) of one Common Share purchase warrant. Each whole warrant (the "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 or the end of the four-month 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 Underwriters shall also have the option (the "Underwriters' Option"), exercisable at any time prior to Closing, to purchase from the Company up to an additional 15% in Special Warrants at the Offering Price.

The Offering will take place by way of a private placement to qualified investors in such provinces of Canada as the Underwriters may designate, and otherwise in those jurisdictions where the Offering can lawfully be made, including the United States and Europe under applicable private placement exemptions. The securities to be issued under the Offering will have a hold period of four months from Closing.

The Company will as soon as reasonably practicable after the Closing, 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 (defined below), 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).

The Offering is scheduled to close on or about the week of July 4, 2011 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange.

The proceeds received by the Company from the sale of the Special Warrants will be used by the Company for general corporate purposes.

In consideration for their services, the Underwriters will receive a cash commission equal to 6.5% of the gross proceeds of the Offering and compensation options (the "Compensation Options") equal to 6.0% of the Special Warrants issued pursuant to the Offering.

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.explorationorbite.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. We are privately owned by many of our 350 employees. As a fully integrated national investment dealer, we offer 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

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