MONTRÉAL, QUÉBEC--(Marketwired - Aug. 5, 2016) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Orbite Technologies Inc. (TSX:ORT)(OTCQX:EORBF) ("Orbite", or the "Company") expects to complete a private placement (the "Offering") of between 8,000 and 12,000 units of the Company (the "Units") for an aggregate principal amount of between $8 and $12 million, secured against the Company's investment tax credits receivables resulting from the construction of its HPA plant in Cap-Chat, Quebec for the 2016, 2017 and 2018 financial years. Each Unit is comprised of $1,000 principal amount of 9% secured convertible debentures of the Company maturing 5 years from issuance (the "Debentures") and 833 warrants (the "Warrants"). Each Debenture shall be convertible into shares of the Company at a price of $0.42. Each Warrant will entitle the holder to purchase one share at the price of $0.55 for a period of 3 years.
The Offering is expected to be completed on or about Wednesday August 10th and will allow the Company to monetize its refundable investment tax credits, which would otherwise remain idle on the Company's balance sheet as an accounts receivable.
For a period ending 3 years from closing of the Offering (the "Restricted Period"), the Company may redeem up to, but not more than, 65% of the initial principal amount of the Debentures, upon which, the Company shall issue warrants to purchase shares equal to 1% of the total number of shares issuable upon full conversion of the Debentures for each 1% of the principal amount being redeemed (the "Redemption Warrants"). The Redemption Warrants shall have an exercise price of $0.44 and expire on the maturity date of the Debentures. Following the Restricted Period, the Company shall have the right to redeem all or part of the Debentures without issuance of Redemption Warrants or other compensation.
Echelon Wealth Partners Inc. is acting as sole agent in respect of the Offering.
Completion of the Offering is subject to the satisfaction of certain conditions, including approval by the Toronto Stock Exchange.
This release does not constitute an offer for sale of securities nor a solicitation for offers to buy any securities. The securities referred to in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities law and may not be offered or sold to, or for the account or benefit of, persons in the United States or "U.S. persons", as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
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 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 16 intellectual property families, including 36 patents and 92 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.
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 30, 2016 on SEDAR, including those under the headings "Recent increase in budgeted capital costs will require additional financing and may adversely impact our prospects", "We will need to raise capital to continue our growth" and "Development Goals and Time Frames".
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.