MONTREAL, QUEBEC--(Marketwire - Dec. 13, 2012) -
THIS PRESS RELEASE IS NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
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