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Orbite Announces Brokered Private Placement of up to $25 Million in Convertible Debentures to Finance Its Investment Tax Credits
By: Marketwired .
Nov. 30, 2012 07:30 AM
MONTREAL, QUEBEC -- (Marketwire) -- 11/30/12 -- Orbite Aluminae Inc. (TSX:ORT)(OTCQX:EORBF) ("Orbite" or the "Company") is pleased to announce its intention to complete a private placement of convertible debentures (the "Convertible Debentures") for an aggregate principal amount of up to $20,000,000 plus an over-allotment option of an additional $5,000,000 (the "Convertible Debentures Offering"), secured against the Company's investment tax credits resulting from the construction of its HPA plant in Cap-Chat, Quebec. The Convertible Debentures Offering will allow the Company to monetize the refundable investment tax credits, which would otherwise remain idle on the Company's balance sheet as an accounts receivable.
Euro Pacific Canada Inc. will be acting as lead agent and sole book-runner on the Convertible Debentures Offering for a syndicate that includes Mackie Research Capital Corporation and Roth Capital Partners LLC. The Convertible Debentures Offering is expected to close on or before December 13, 2012 (the "Closing Date"). The Company intends to use the proceeds from the Convertible Debentures Offering for general corporate purposes.
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"), being a conversion rate of approximately 286 Common Shares for each $1,000 principal amount of Debentures, subject to adjustment in accordance with the terms of the Convertible Debentures.
Completion of the Offering is subject to the satisfaction of certain conditions, including approval by the Toronto Stock Exchange.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any 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-Vallee 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.
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 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.
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