An anonymous director reports

ORBITE ANNOUNCES BOUGHT DEAL FINANCING

Orbite Technologies Inc. has entered into an underwriting agreement with Echelon Wealth Partners Inc. under which the underwriter has agreed to buy, on a bought deal basis, 5,458 units of the company at a price of $1,000 per unit for gross proceeds of $5,458,000.

Each unit consists of $1,000 principal amount of 5 per cent convertible unsecured unsubordinated debentures and 2,793 share purchase warrants of the company (which is equivalent to 100 per cent of the number of Class A shares into which the debentures are convertible). The debentures will mature five years from closing date of the bought offering and will bear interest at a rate of 5 per cent per annum payable semi-annually in cash or shares, at the option of the company. Each debenture will be convertible, at the option of the holder at any time prior to the maturity date, into the number of common shares computed on the basis of (i) the principal amount of the debentures divided by the conversion price of 35.8 cents per common share, and (ii) an amount equal to the additional interest amount that such holder would have received if it had held the debenture until the maturity date (the make-whole amount) divided by the five-day volume-weighted average trading price of the common shares on the Toronto Stock Exchange on the date falling two trading days prior to the date of the conversion. The aggregate number of common shares to be issued upon conversion of the debentures and for any payment of the make-whole amount in common shares shall not exceed the number of common shares equal to the principal amount of the debentures divided by 35.8 cents less the 25-per-cent maximum discount allowable in accordance with the rules of the Toronto Stock Exchange. Each warrant will be exercisable into one common share for a period of 36 months from its issue date at a price of 35.8 cents per common share. The debentures will also be convertible at the option of the company after the first anniversary date on the same basis, subject to certain conditions.

For its services, the underwriter will receive a cash commission equal to 10 per cent of the gross proceeds raised under the bought offering and a work fee of $200,000. The underwriter will also receive that number of non-transferable warrants equal to 5 per cent of the common shares into which the principal of the debentures sold in the bought offering are convertible. Each broker warrant will be exercisable into one common share for a period of 36 months from the applicable closing of the bought offering at a price of 35.8 cents per common share.

The bought offering is expected to close on Oct. 31, 2016. The bought offering is subject to conditions, including, without limitation, receipt of all regulatory approvals (including Toronto Stock Exchange approval). The units will be qualified for sale by way of the company's short form base shelf prospectus dated March 18, 2015, and prospectus supplement dated Oct. 27, 2016, filed in Quebec, Ontario, Alberta and British Columbia.

The company intends to use the net proceeds of the bought deal offering to finalize the materials handling section of the plant, which is materially complete, to finance the ramp-up in production to commercial levels at the company's HPA plant and to build HPA inventory for subsequent sales to customers.

We seek Safe Harbor.