11MA Y200819552481 No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise Thi s prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons authorized to sell such securities These securities have not been and will not be registered under the United States Securities Act of 1933 as amended the U S Securities Act or the securities laws of any state of the Unit ed States and may not be offered or sold within the United States except in compliance with an exemption from the registration requirements of the U S Securities Act and applicable state secur ities laws See Plan of Distribution PROSPECTUS Initial P ublic Offering and Secondary Offering June 20 2008 ORBIT GAR ANT DRILLING INC 60000000 15000000 Common Shares This prospectus qualifies the offering of 15000000 common shares the Common Shares with each Common Share offered pursu ant to this prospectus an Offered Share in the capital of Orbit Garant Drilling Inc Orbit Garant of which i 7505006 Offered Shares ar e being issued and sold by Orbit Garant the T reasury Offering at a price of 400 the Offering P rice per Offered Share for gross proceeds to Orbit G arant of 30020024 and ii 7494994 Offered Shares are being sold by certain of the existing shareholders of Orbit Garant the Secondary Offering and together with the T reasury Offering the Offering referred to under Selling Shareholders collectively the Selling Shareholders at the Offering P rice for gross proceeds to the Selling Shareholders of 29979976 Orbit Garant together with its direct and indirect subsidiaries collectively with their predecessors the Company is o ne of the largest Canadianbased drilling companies providing both underground and surface drilling to major intermediate and junior mining companies through each stage of exploration development and production The Company has a leading market position in underground drilling in Canada servicing toptier mining customers and has a growing market position in surface drilling in Canada and internationally There is currently no market through which the Common Shares may be sold and purchasers may not be able to resell Common Shares purchased under this prospectus This may affect the pricing of the Common Shares in the secondary market the transparency and availability of trading prices the liquidity of the Common Shares and the extent of issuer regulation See Risk F actors The T oronto Stock Exchange TSX has condit ionally approved the listing of the Common Shares Listing will be subject to Orbit Garants fulfilling all the listing requirements of the TSX on or before September 8 2008 including distribution of the Offered Shares to a minimum number of public securityholders In connection with the Offering the Underwriters as defined herein may overallot or effect transactions that stabilize or m aintain the market price of the Common Shares at levels other than those which otherwise might prevail on the open market See Plan of Distribution An investment in the Offered Shares is highly speculative and is subject to a number of risks that should be considered by a pr ospective investor Investors should carefully review and consider the risk factors described in this prospectus under Risk F actors before purchasing Off ered Shares P rice 400 per Offered Share P rice to Underwriters Net P roceeds Net P roceeds to the the P ublic 1 F e e to the Company 2 Selling Shareholders 2 P er Offered Share 400 024 376 376 T otal Offering 3 6000000000 360000000 2821882256 2818117744 Notes 1 The price of the Offered Shares has been determined by negotiation between Orbit Garant the Selling Shareholders and the Un derwriters 2 After deducting the Underwriters F ee but before deducting the estimated expenses of the Offering of approximately 30 mill ion and the additional fee discussed in the following sentence The Company will pay the expenses associated with the Offering other than the Underwriters F ee which will be paid p roportionately by the Company and the Selling Shareholders based on the respective number of Offered Shares sold by each pursuant to the Offering An additional fee of 2160 00 will be paid to one of the Underwriters proportionately by the Company and the Selling Shareholders based on the respective number of Offered Shares sold by each pursu ant to the Offering See Selling Shareholders and Plan of Distribution 3 The Selling Shareholders granted to the Underwriters an overallotment option the Over Allotment Option exercisable f or a period of 30 days from the Closing to purchase up to an additional 2250000 Offered Shares on the same terms as set out above solely to cover overallotments if an y and for market stabilization purposes If the Over Allotment Option is exercised in full the total P rice to the Public Underwriters F ee Net P roceeds to the Company and Net P roceeds to the Selling Shareholders will be 69000000 4140000 2821882256 and 3664117744 respectively The Selling Shareholders have agreed to pay an additional fee of 32400 to one of the Underwriters assuming the exercise of the Over Allotment Option in full to be paid proportionately based on the re spective number of Offered Shares sold by each pursuant to the Offering This prospectus qualifies the distribution of the Over Allotment Option and the distribution of the Offered Shares issuable upon exercise of that option See Plan of Distribution The following table sets out information relating to the Over Allotment Option Maximum Number of Offered Exercise P rice Underwriters P osition Shares A vailable Exercise P eriod per Offered Share Over Allotment Option 2250000 30 days from Closing 400 CIBC W orld Markets Inc RBC Dominion Securities Inc National Bank Financial Inc GMP Securities LP and Desjardins Securit ies Inc collectively the Underwriters as principals conditionally offer the Offered Shares subject to prior sale if as and when issued and delivered by Orbit Garant to and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement referred to under Plan of Distribution and subject to the approval of certain legal matters on behalf of Orbit Garant by Goodmans LLP and on behalf of the Underwriter s by F asken Martineau DuMoulin LLP Subscriptions for the Offered Shares will be received subject to rejection or allotment in whole or in part and the right is re served to close the subscription books at any time without notice Certificates representing Offered Shares sold to purchasers in the United States will bear ap plicable United States restrictive legends F or Canadian subscribers one or more bookbased certificates representing the Offered Shares will be issu ed in registered form to CDS Clearing and Depository Services Inc CDS or its nominee and will be deposited with CDS on the Closing Date which is expected to occur on or about June 26 2008 or such later date as the Company the Selling Shareholders and the Underwriters may agree but in any eve nt not later than July 18 2008 Canadian subscribers will receive only a customer confirmation from a registered dealer that is a CDS participant and fro m or through which the Common Shares are purchased See Plan of Distribution Affiliates of National Bank Financial Inc and Desjardins Securities Inc are lenders to the Company under existing credit faci lities a portion of which will be repaid with the proceeds of the T reasury Offering Accordingly Orbit Garant may be considered to be a connected issuer of each of National Bank Financial Inc and Desjardins Securities Inc for purposes of applicable Canadian securities legislation Affiliates of CIBC W orld Markets Inc and RBC Dominion Securities Inc are investors in 1684182 Ontario LP and 1684182 Ontario International LP which funds are Selling Sha reholders and P romoters under this Offering Accordingly such Selling Shareholders may be considered to be connected issuers of CIB C W orld Markets Inc and RB C Dominion Securities Inc for purposes of applicable Canadian securities legislation See Plan of Distribution