Fortis Mining Limited ABN 57 143 441 285 Level 5, 15-?‐19 Claremont St South Yarra VIC 3141 tel: +61 3 9020 0105 | fax: +61 3 9015 6468 email: [email protected] 15 March 2011 ASX Announcement Fortis Mining secures new $60,000,000 equity facility limit from GEM Further to the announcement made on 7 February 2011, the Board of Fortis Mining Limited (ASX:FMJ) (the Company) is pleased to advise the market and shareholders that following extensive discussions with global investment fund, Global Emerging Markets (GEM), the Company has negotiated an increase in the original equity facility limit from $10,000,000 to $60,000,000. The revised terms are set out in a terms sheet and engagement letter executed by the Company today and can be used for general working capital and corporate purposes, including the recently announced proposed acquisition of the Kazakhstan Potash assets. The equity facility is subject to the finalisation of the definitive transaction documents and also to relevant shareholder approval. In summary, the revised equity line facility has a term of three years and enables the Company, at any time, to issue a Draw Down Notice. Once a Draw Down Notice is issued, a 15 day Draw Down Pricing Period commences. At the end of the Draw Down Pricing Period, GEM will pay a price equal to 90% of the average closing trading price during the Draw Down Pricing Period. The Company may issue a Draw Down Notice for up to 700% of the average trading value for the 15 trading days prior to the Draw Down Notice. As part of the terms sheet, the Company must pay to GEM Investments America (GEMIA) a 2% commitment fee (payable from the proceeds of the first draw down). As an incentive to GEM entering into the equity facility, the Company has agreed to issue to GEM 10,000,000 options with a strike price of $2 each. The options have a term of 5 years and carry an annual cancel and reissue right under which the options may be cancelled and reissued at a lower exercise price if the share price falls below $2 or the closing price of the Company?s shares on the anniversary of the prior year. The option incentive includes a penalty fee of up to approximately $11m should the Company fail to issue the options to GEM within prescribed time frames. The new equity facility terms replaces the previously announced terms. The Company will be looking to call a general meeting of shareholders within the coming weeks in order to obtain the necessary approvals from shareholders in respect to the equity facility. For further information: Jitto Arulampalam Frank Cannavo Executive Chairman Executive Director +61 421 617 766 +61 408 888 781
FMJ Price at posting:
$2.05 Sentiment: Hold Disclosure: Held