MONTREAL, QUEBEC--(Marketwire - Dec. 13, 2012) -
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Orbite Aluminae Inc. (TSX:ORT)(OTCQX:EORBF) ("Orbite" or the "Company") is pleased to announce that it has completed the previously announced private placement of convertible debentures (the "Convertible Debentures") in the aggregate principal amount of C$25,000,000 (the "Offering"), which includes the exercise in full of the over-allotment option of an additional C$5,000,000.
The Convertible Debentures bear interest at a rate of 8% per annum, calculated from their date of issue, to be paid quarterly in arrears, and have a maturity date of December 13, 2017 ("Maturity Date"). Furthermore, the Convertible Debentures are convertible, in whole at the option of the holder at any time prior to the Maturity Date, into class "A" shares of the Company ("Common Shares") at a conversion price of $3.50 per Common Share ("Conversion Price"). After 24 months following the date of issuance of the debentures, the Company has the option to pre-pay all or any portion of the outstanding Convertible Debentures in the amount of the principal amount thereof plus accrued and unpaid interest. In such event, the holders of outstanding Convertible Debentures being prepaid shall be issued approximately 286 common share purchase warrants exercisable at $3.50 until the Maturity Date for each $1,000 of prepaid principal amount of the Convertible Debentures. The Convertible Debentures are secured against the Company's 2012 and 2013 refundable investment tax credits resulting from the purchase of manufacturing equipment related to the Company's High Purity Alumina (HPA) facility, as well as the construction of the HPA facility.
"This financing enables Orbite to monetize the refundable investment tax credits which would otherwise remain idle on the Company's balance sheet and puts that capital to work immediately, adding to the capital already on hand," said Richard Boudreault, President and CEO of Orbite.
The securities sold in the private placement have not been registered under the United States Securities Act of 1933, as amended or state securities laws of the United States and may not be offered or sold in the United States absent registration with the U.S. Securities and Exchange Commission or an applicable exemption from such registration requirements.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities in the United States or any other jurisdiction, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
Orbite Aluminae Inc. is a Canadian cleantech company whose innovative technologies are setting the new standard for alumina production. Orbite technologies enable environmentally-neutral extraction of smelter-grade alumina (SGA), high-purity alumina (HPA) and high-value elements, including rare earths and rare metals, from a variety of sources such as aluminous clay and bauxite, without generating the caustic red mud residue that the Bayer process, traditionally used by the great majority of the industry, produces. The Company owns 100% of fourteen different families of intellectual property rights (and patents pending) filed across the world for the extraction of alumina at the highest standards of sustainability. Orbite also owns exclusive mining rights over a total of 585 km2 including the 33.4 km2 Grande-Vallée property, the site of a homogeneous aluminous clay deposit in Quebec, Canada containing an NI 43-101 compliant, Reviewed Preliminary Economic Assessment, dated May 30, 2012, Indicated Mineral Resource of 1.04 billion tonnes (see ORT May 31, 2012 press release for a detailed breakdown of the resource). Orbite holds a mining lease on a portion of the deposit. Orbite is currently converting its 2,600 m2 pilot plant in Cap-Chat, Quebec, Canada, into a full-scale high-purity alumina production facility, and expects this plant to be fully operational by the first quarter of 2013. The Company also anticipates the initiation of construction of its first SGA plant towards the end of 2013. Orbite plans to offer SGA and HPA products and to license its low processing cost technologies to well-qualified producers who want to reduce their environmental footprint. Orbite has signed memorandums of understanding with the world's largest aluminum producer, UC RUSAL, and with a major Asian aluminum company. Orbite recently published a series of white papers on the potential markets for its technology for production of alumina, remediation of red mud, and extraction of rare metals. These are available on our website: www.orbitealuminae.com/en/technology/white-paper.
Certain information contained in this document may include "forward-looking information", including statements regarding the intended use of proceeds of the Offering. 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 22, 2012 on SEDAR, and could cause actual events or results to differ materially from those projected in any forward-looking statements. 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.