Forte Energy NL
ACN 009 087 852
ASX and AIM Release
15 February 2013
£10 million Discretionary Financing Facility Secured
Forte Energy NL ("Forte Energy" or "the Company") (ASX/AIM: FTE), the emerging international uranium
company focused on the exploration and development of uranium assets in West Africa, is pleased to announce
that it has entered into a £10 million Equity Financing Facility ("EFF") with Darwin Strategic Limited
("Darwin"), a majority owned subsidiary of Henderson Global Investors' Volantis Capital ("Henderson
Separately, pursuant to previous announcements, the Company also advises that negotiations are continuing
that may or may not result in a corporate transaction. The Company expects that it will be in a position to
fully inform the market and resume trading on ASX during the course of next week.
Commenting, Mark Reilly, MD said: "We are delighted to receive support from Darwin Strategic and the fund
management team at Henderson Volantis. This new £10 million facility gives Forte Energy access to
efficient, cost effective financing, as needed. The facility can be used entirely at our discretion. The
EFF provided by Darwin and Henderson Volantis allows us to maximize the value of new and existing
opportunities while considerably reducing future financing risk.
Darwin's EFF allows us to continue to build on our strong institutional shareholder base by allowing its
parent fund Henderson Volantis to invest directly via a draw down."
Mark Reilly, Managing Director
Tel: +44 (0) 203 3849555
Geoff Nash/Ben Thompson
Tel: +44 (0) 20 7220 0500
RFC Ambrian Ltd (AIM Nominated Adviser to the Company)
Tel: +61 (0) 8 9480 2506
Darwin Strategic Limited
Anand Sambasivan / Jamie Vickers
Tel: +44 (0) 20 7938 5754
Bobby Morse/Louise Hadcocks/Cornelia Browne
Tel: +44 (0) 207 466 5000
Forte Energy NL
Australia United Kingdom
Suite 3, Level 3 3C Princes House
1292 Hay Street 38 Jermyn Street
West Perth WA 6005 London SW1Y6DN
Ph: +61 (0)8 9322 4071 Ph: +44 (0)203 3847474
Fax: +61 (0)8 9322 4073 Fax: +44 (0)207 2878387
Email: email@example.com Email: firstname.lastname@example.org
Further details of the Equity Finance Facility
The EFF agreement with Darwin and Henderson Volantis provides Forte Energy with a facility of up to £10
million which (subject to certain restrictions) can be drawn down at any time over the next three years.
The timing and floor subscription price of any draw down is at the sole discretion of the Company.
Forte Energy is under no obligation to make a draw down and may make drawdowns at its discretion, up to the
total value of the EFF, by way of issuing subscription notices to Darwin. Following delivery of a
subscription notice, Darwin will subscribe and the Company will allot to Darwin new ordinary shares in
Forte Energy ('Ordinary Shares').
The subscription price for any Ordinary Shares to be subscribed by Darwin under a subscription notice will
be the average of the three lowest Volume Weighted Average Prices ("VWAP") of the Ordinary Shares on any
given trading day during the 15 trading days following the subscription notice.
Forte Energy is also obliged to specify in each subscription notice a minimum price below which Ordinary
Shares will not be issued to Darwin. The Company will have the right (with the consent of Darwin) to modify
that minimum price at any time during the relevant Pricing Period.
The number of Ordinary Shares which may be issued under any individual subscription notice may be up to the
lower of 19.99 per cent of the Company's issued share capital following completion of the relevant
subscription, or four times the average daily trading volume of Forte Energy's Ordinary Shares over the 15
trading days preceding the issue of the relevant subscription notice. This may be reduced in certain
circumstances, including where the minimum price is not maintained.
The maximum amount of a subscription notice may not exceed £500,000 without Darwin's permission. Darwin is
entitled to a commission of up to 5 per cent of amounts subscribed but may agree with Forte Energy in lieu
thereof for the subscription price for the Ordinary Shares to be discounted by 5 per cent.
There is also an over-allotment facility available to Forte Energy, under which the Company may authorise
Darwin, at Darwin's discretion, to increase the amount of the draw down by up to the aggregate undrawn
amount under the EFF. Darwin may direct allotments under the EFF to its parent fund, Henderson Volantis.
Darwin and Forte Energy may mutually agree at the end of the pricing period to a variation of subscription
price. This may allow for a larger subscription via any over-allotment facility authorised by the Company.
The issuance of a Subscription Notice is conditional upon the satisfaction of certain Subscription Notice
Conditions which have been agreed between Darwin and Forte Energy. Any subscription notice which Forte
Energy may issue will only be valid to the extent that it has the requisite shareholder authority to issue
the maximum number of Ordinary Shares that Darwin may be required to subscribe under the relevant
Darwin and Forte Energy may terminate the EFF agreement if certain conditions are not met.
In conjunction with the EFF, Forte Energy has entered into a warrant agreement with Darwin dated 14
February 2013 to subscribe for up to 5,000,000 Ordinary Shares, such warrants to be exercisable at a price
of 3p and to be exercisable at any time prior to the expiry of 24 months from the date of the warrant
Darwin works in conjunction with Henderson's Volantis Capital Team, to address the growing scarcity of
funding alternatives and lack of institutional visibility available to many AIM-listed companies. Darwin
seeks to build long-term financing partnerships with growth companies via a range of equity, debt and
About Forte Energy
Forte Energy is an Australian-based minerals company focused on the exploration and development of uranium
and associated bi-products in Mauritania and Guinea in West Africa. The Company has an extensive pipeline
of assets and total JORC resources of 76.8Mt @ 266ppm U3O8for 44.9Mlbs contained U3O8 (100ppm cut-off).
Its flagship assets are the A238 prospect (23.4Mlbs U3O8) and the Bir En Nar project (2.06Mlbs U3O8) in
Mauritania, and the Firawa Project in Guinea (19.5Mlb U3O8).
Forte Energy U3O8 JORC resources (all at a 100ppm cut-off):
Project Resource Category M tonnes ppm U3O8 Contained U3O8 Mlbs
A238* Inferred 45.2 235 23.4
Bir En Nar Indicated 0.5 886 1.0
Inferred 0.8 575 1.0
Firawa Inferred 30.3 295 19.5
Total Indicated 0.5 886 1.0
Inferred 76.3 262 43.9
Total 76.8 266 44.9
* A238NW Anomaly included in the A238 Inferred Resources
Forte Energy's strategy is to target high grade uranium ore bodies and build a low cost West African-
focused uranium producer. The Company is quoted on the Australian Stock Exchange (ASX: FTE) and AIM market
of the London Stock Exchange (AIM: FTE). For more information, visit www.forteenergy.com.au
The information in this report that relates to Exploration Results is based on information compiled by Mr.
Bosse Gustafsson, who is a Member of the European Federation of Geologists, a 'Recognised Overseas
Professional Organisation' ('ROPO') included in a list promulgated by the ASX from time to time. Mr
Gustafsson is a former Technical Director of Forte Energy NL. He has an ongoing role as a consultant to the
Company. Mr. Gustafsson has sufficient experience which is relevant to the style of mineralisation and type
of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person
as defined in the 2004 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral
Resources and Ore Reserves'. Mr. Gustafsson consents to the inclusion in this report of the matters based
on his information in the form and context in which it appears.
The information in this report that relates to the Mineral Resources at the A238 prospect in Mauritania and
at Firawa in Guinea is based on information compiled by Mr. Bosse Gustafsson of Forte Energy NL and Mr
Galen White BSc (Hons) FGS, FAUSIMM, Managing Director and Principal Geologist of CSA Global (UK) ltd.
The information in this report that relates to the Mineral Resource at Bir En Nar in Mauritania is based on
information compiled by Mr. Bosse Gustafsson of Forte Energy NL and Mr. Neil Inwood of Coffey Mining Ltd.
Neil Inwood is the Competent Person responsible for the resource estimation and classification. Mr Inwood
is a Fellow of the AusIMM. As Mr Inwood is now no longer employed by Coffey Mining, Coffey Mining has
reviewed this information release and consent to the inclusion, form and context of the relevant
information herein as derived from the original resource reports for which Mr Inwood's consent has
previously been given.
Mr. Gustafsson, Mr. Inwood and Mr. White have sufficient experience which is relevant to the style of
mineralisation and type of deposit under consideration and to the activity which they have undertaken to
qualify as a Competent Person as defined in the 2004 Edition of the "Australasian Code for Reporting of
Exploration Results, Mineral Resources and Ore Reserves". Mr. Gustafsson, Mr. White and Coffey Mining on
behalf of Mr. Inwood consent to the inclusion in this report of the matters based on their information in
the form and context in which it appears.
Forte Energy NL