NR...FYIMONTRÉAL, QUÉBEC--(Marketwired - March 11, 2014) -
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.
carlos