Orbite Technologies Inc.
TSX : ORT
OTCQX : EORBF

Orbite Technologies Inc.

February 03, 2016 15:02 ET

Orbite Completes Bought Deal

MONTREAL, QUÉBEC--(Marketwired - Feb. 3, 2016) -

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

Orbite Technologies Inc. (TSX:ORT)(OTCQX:EORBF) ("Orbite" or the "Company") today announces that, further to its press release of January 28, 2016, it has completed the first portion of the public offering of units in the amount of $8,482,000 under the short form base shelf prospectus and prospectus supplement dated March 18, 2015 and January 28, 2016 respectively.

The gross proceeds are comprised of $4,000,000 raised on a bought deal basis (the "Bought Deal"), $1,544,000 raised pursuant to the partial exercise by Euro Pacific Canada Inc., the sole underwriter of the offering (the "Underwriter"), of its Underwriter's option (the "Underwriter's Option") together with $2,938,000 in outstanding supplier invoices which have been converted into 2,938 units (the "Debt Conversion").

An additional 4,456 units, or $4,456,000, remains outstanding under the Underwriter's Option, which may be exercised in whole or in part within 30 days from the date hereof.

"With these funds raised, and activities at our HPA plant progressing well towards the start of commercial production, we are in a good position to pursue our commercial and technological expansion," stated Glenn Kelly, CEO of Orbite. "We're pleased both with the bought deal and the commitment from our construction partners, and continue with the execution of our strategy as planned."

Each unit consists of $1,000 principal amount of 5% convertible unsecured unsubordinated debentures (the "Debentures") and 2,500 share purchase warrants (each a "Warrant") of the Company. The Debentures will mature on February 3, 2021 (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 that number of shares computed on the basis of (i) the principal amount of the Debentures divided by the conversion price of $0.40 per 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 from the date of conversion until the Maturity Date (the "Make-Whole Amount") divided by the five (5) day volume weighted average trading price of the shares on the TSX two (2) days prior to conversion (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. Each Warrant will be exercisable into one share for a period of 36 months from their issue date at a price of $0.40 per share.

For its services, the Underwriter received a cash commission of $505,600 (equal to 7% of the gross proceeds raised under the Bought Deal and Underwriter's Option and 4% on the value of the Debt Conversion) and 970,200 non-transferable broker warrants (equal to 7% of the shares into which the principal of the Debentures sold under the Bought Deal and Underwriter's Option are convertible). Each broker warrant is exercisable into one share for a period of 36 months at a price of $0.40 per share.

The aggregate number of shares to be issued upon conversion of the Debentures and for any payment of the Make-Whole Amount shall not exceed the number of shares equal to the principal amount of the Debentures divided by $0.40 less the 25% maximum discount allowable by the Toronto Stock Exchange. The units are qualified for sale by way of the Company's short form base shelf prospectus dated March 18, 2015 and prospectus supplement dated January 28, 2016.

The Company intends to use the net proceeds of the offering to advance detailed engineering and cost estimate for increasing the production capacity of the Company's high purity alumina plant to 5 tonnes per day, to commence the preliminary engineering for its conversion of the alumina extraction unit to the Company's chloride-based technology, and for general corporate purposes.

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 Technologies Inc. is a Canadian cleantech 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 commercializing its first HPA Plant in Cap-Chat. The Company's portfolio contains 16 intellectual property families, including 27 patents and 103 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 section of the Management's Discussion and Analysis (MD&A) entitled "Risk and Uncertainties" as filed on March 31, 2015 on SEDAR.

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

  • NATIONAL Equicom
    Marc Lakmaaker, External Investor Relations Consultant
    416 848 1397
    mlakmaaker@national.ca

    For Media Inquiries:
    NATIONAL Equicom
    Scott Anderson, External Media Relations Consultant
    416 586 1954
    sanderson@national.ca