Rio Tinto lifts force majeure for Australian alumina exports
Rio had declared force majeure on third-party contracts in May after an incident limited its supplies of natural gas.
Exploration Orbite V.S.P.A. Inc. (TSX VENTURE:ORT.A) (“Orbite” or the “Company”), further to its press release dated June 21, 2011, is pleased to announce that it has completed its previously announced bought-deal private placement of special warrants (the “Special Warrants”) in the aggregate amount of C$57,500,000 (the “Offering”), which includes the exercise in full, by Mackie Research Capital Corporation, the lead underwriter and sole bookrunner for the Offering, of its option to acquire an additional 15% of Special Warrants initially reserved for the Offering (the “Underwriters’ Option”).
The Company issued a total of 17,968,750 Special Warrants at a price of C$3.20 per Special Warrant (the “Offering Price”), for gross proceeds to the Company of C$57,500,000, which includes 2,343,750 Special Warrants issued pursuant to the exercise of the Underwriters’ Option.
“Concluding a $57.5 million bought-deal financing at this time, especially in the current challenging economic and market conditions, affirms the value of our business model to the investor community. This latest round further de-risks our business model and further increases our ability to advance any future projects,” declared Mr. Richard Boudreault, CEO. “We are proud of Orbite’s team and thankful to Mackie Research Capital Corporation and M Partners Inc. for delivering a financing that represents a key milestone in advancing the Company’s efforts to establish commercial operations,” added Mr. Boudreault.
Each Special Warrant is exchangeable at anytime for no additional consideration into one class A share (the “Common Share”) and one-half (½) of one Common Share purchase warrant (the “Warrant”). Each whole Warrant will be exercisable into one Common Share at C$4.50 for up to twelve (12) months from closing of the Offering (the “Closing”). In the event that the volume weighted average price of the Company’s Common Shares exceeds C$7.50 per Common Share for any consecutive ten-day trading period following the earlier of the date of the Liquidity Event (defined below) or the end of the four-month and one day hold period on the securities to be issued under the Offering, the Company shall have the option to force the conversion of any Warrants outstanding at such time.
The syndicate of underwriters was comprised of Mackie Research Capital Corporation and M Partners Inc. (collectively, the “Underwriters”). In consideration for their services, the Underwriters received a cash commission equal to 6.5% of the gross proceeds of the Offering and non-transferable compensation options (the “Compensation Options”) equal to 6.0% of the Special Warrants issued pursuant to the Offering. Each Compensation Option entitles the Underwriters to purchase a Common Share at the Offering Price and to one-half (½) of one Warrant at no additional consideration.
The Company will as soon as reasonably practicable obtain a receipt for a final short form prospectus of the Company filed pursuant to National Policy 11-202 and Multilateral Instrument 11-102, issued by the securities regulators in such jurisdictions in Canada in which a holder of Special Warrants is resident (collectively, the “Liquidity Event”). In the event that the Liquidity Event does not occur within 75 days following the Closing, each unexercised Special Warrant, including the Special Warrants offered as part of the Underwriters’ Option and the Compensation Options, will thereafter entitle the holder thereof to receive upon the automatic exercise thereof, at no additional consideration, 1.10 Shares (instead of one Share) and 0.55 Warrants (instead of 0.5 Warrants).
All unexercised Special Warrants will be deemed to be exercised on the earlier of (i) four (4) months and a day following Closing of the Offering, and (ii) the 3rd day after the occurrence of a Liquidity Event.
The Offering remains subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange. The securities issued pursuant to the Offering are subject to a four month plus one day restriction period (until November 8, 2011).
The proceeds received by the Company from the sale of the Special Warrants will be used (a) to invest in the conversion of Orbite’s Cap-Chat pilot plant into a commercial facility geared at producing ultrapure alumina, and (b) for working capital purposes.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
