Orbite Announces Issuance of Subscription Rights
March 11, 2014 (Source: Marketwired) — NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Orbite Aluminae Inc. (TSX:ORT)(OTCQX:EORBF) (“Orbite” or the “Corporation“) is pleased to announce that, further to its December 10, 2013 press release and in accordance with the subscription agreement dated November 7, 2013, amended on December 6, 2013 between Orbite and Crede Capital Group, LLC (“Crede“), it has issued Series X Subscription Rights and Series Y Subscription Rights (the “Subscription Rights“) to Crede upon the terms provided in the subscription agreement and summarized in the Corporation’s amended and restated prospectus dated December 6, 2013.
The Series X Subscription Rights will be become exercisable the earlier of (i) the date of qualification of the underlying units by prospectus which date shall not be earlier than April 10, 2014 and (ii) July 11, 2014, and the Series Y Subscription Rights will first become exercisable on October 10, 2014. Once exercisable, the Series X Subscription Rights shall entitle Crede to purchase $10M of units of the Corporation (the “Units“) and the Series Y Subscription Rights shall entitle Crede to purchase up to $30M of Units, each Unit consisting of $1,000 principal amount of 7.5% convertible unsecured debenture (a “Debenture“) and the number of warrants (the “Warrants“) of the Corporation which is equivalent to 45% of the number of shares into which the Debenture is convertible. The Debentures will mature five years from issuance and will bear interest at a rate of 7.5% per annum (the “Interest“). Each Debenture will be convertible, at the option of the holder, at any time prior to the maturity date, into class A shares of the Corporation (“Shares“) at a conversion price equal to the five-day volume weighted average trading price of the Shares on the day preceding the date on which the Subscription Right becomes exercisable (the “Conversion Price“). Upon conversion, the holder shall also be entitled to Shares equal to the additional interest such holder would have received if it had held the Debenture until maturity divided by the market price of the Shares on the date falling two trading days prior to the date of conversion, in addition to accrued and unpaid Interest from the date of the latest Interest payment to the date of conversion, in cash or in Shares at the Corporation’s option. Each Warrant shall entitle the holder to purchase one Share for a period of three years from its issuance at the Conversion Price plus a 20% premium.
The obligations of Crede under the Subscription Rights are subject to several conditions, including obtaining certain regulatory approvals, including TSX approval, and approval of the Corporation’s shareholders prior to the exercise of the Series Y Subscription Rights.
We urge readers to consult the Corporation’s amended and restated final prospectus dated December 6, 2013, available on the SEDAR website at www.sedar.com for the terms and conditions related to the Subscription Rights.
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 Aluminae Inc. is a Canadian cleantech company who’s innovative and proprietary processes are expected to produce alumina and other high-value by-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 and fly ash. Orbite is currently 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 Corporation’s intellectual property portfolio contains 15 intellectual property families, and the Corporation owns the intellectual property rights to 11 patents and 57 pending patent applications in 10 different countries and regions. The first intellectual property family is patented in Canada, USA, Australia, China, 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 Corporation 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 Corporation 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 Corporation’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 November 14, 2013 on SEDAR, and also include satisfaction of closing conditions and failure to complete the financing contemplated by the subscription agreement entered into between the Corporation and Orbite on November 7, 2013, as amended December 6, 2013, for any other reason, and could cause actual events or results to differ materially from those projected in any forward-looking statements.
The Corporation 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.
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