Orbite Announces Filing of Final Short Form Prospectus
November 29, 2013 (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“) announced today that, further to its press release dated November 8, 2013, it has filed a final short form prospectus (the “Prospectus”) which was receipted by the securities regulatory authorities in Quebec, Ontario, Alberta and British Columbia, in connection with the “best efforts” marketed offering of Units comprised of Convertible Unsecured Debentures and Share Purchase Warrants of Orbite (the “Offering”).
As a result of today’s Prospectus filing, the Offering is expected to close on or about December 9, 2013.
The Corporation anticipates raising minimum gross proceeds of C$10 Million and maximum gross proceeds of C$16 Million, at a price of C$1,000 per unit. Each Unit consists of $1,000 principal amount of 7.5% unsecured unsubordinated debentures (the “Debentures”) convertible into shares at a price of $0.465 per share, and 753 share purchase warrants (the “Warrants”) of the Corporation. The Debentures and Warrants are subject to the terms and conditions described in the Prospectus. The Corporation has granted the Agent an option, for a period of 30 days from the closing date, to purchase a number of additional Units equal to 15% of the number of Units issued under the Offering.
The Corporation also secured a binding subscription commitment for $40 million in additional units, in additional funding from Crede Capital Group (“Crede”), a U.S. based institutional investor, upon the terms and conditions described in the Prospectus and to be completed subsequent to closing of the Offering via private placement. Crede has also agreed to purchase $10 million of Units under the Offering.
The net proceeds from the Offering will be used to complete the Corporation’s high-purity alumina plant located in Cap-Chat, Quebec, and for general corporate and working capital purposes.
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Information provided in this press release is entirely qualified by the disclosure provided in the Prospectus, a copy of which is available on the SEDAR website at www.sedar.com.
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 whose 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 10 patents and 46 pending patent applications in 10 different countries. The first intellectual property family is patented in Canada, USA, Australia, China, and Russia.
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 Offering and/or the financing contemplated by the Subscription Commitment for any other reason, and could cause actual events or results to differ materially from those projected in any forward-looking statements.
For instance, in connection with anticipated results of future financings, including the equity offering, management expectations are based on ongoing discussions with its financial advisors and a number of potential third party investors. The ability of securing any financing will depend on market conditions, investors’ financial objectives and tolerance to risk, investors’ assessment of the Corporation, including its financial position and prospects, all of which are not within the control of the Corporation. There can be no assurance that the Corporation will be successful in raising any capital and that any capital raised will be in amounts sufficient to complete the construction and optimization of the Corporation’s HPA production facility.
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.
Raj Shah has professional experience working for over a half a dozen years at financial firms such as Merrill Lynch and First Allied Securities Inc., ... <Read more about Raj Shah>