Forte Energy NL Issue of Equity

 
TIDMFTE 
 
Issue of Equity 
                                                                                            Forte Energy NL 
 
                                                                                           ACN 009 087 852 
 
                                                                                       ASX and AIM Release 
                                                                                          15 February 2013 
 
GBP10 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 GBP10 million Equity Financing Facility ("EFF") with Darwin  Strategic  Limited 
("Darwin"),  a  majority  owned  subsidiary  of Henderson Global Investors'  Volantis  Capital  ("Henderson 
Volantis"). 
 
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 GBP10 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." 
 
Forte Energy 
Mark Reilly, Managing Director 
Tel: [phone] 
 
finnCap (Broker) 
Geoff Nash/Ben Thompson 
Tel: [phone] 
 
RFC Ambrian Ltd (AIM Nominated Adviser to the Company) 
Stuart Laing 
Tel: [phone] 
 
Darwin Strategic Limited 
Anand Sambasivan / Jamie Vickers 
Tel: [phone] 
 
Buchanan 
Bobby Morse/Louise Hadcocks/Cornelia Browne 
Tel: [phone] 
 
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: [phone]                                Ph: [phone] 
Fax: [phone]                               Fax: [phone] 
Email: [e-mail]                        Email: [e-mail] 
Web: www.forteenergy.com.au 
 
 
Further details of the Equity Finance Facility 
 
The  EFF  agreement with Darwin and Henderson Volantis provides Forte Energy with a facility of up  to  GBP10 
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 GBP500,000 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 
subscription notice. 
 
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 
agreement. 
 
 
About Darwin 
 
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 
equity-linked structures. 
 
 
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 
 
Note: 
 
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