market update

F
ortis Mining Limited (FMJ) – ASX Announcement

1. Variation to Working Capital (Holdrey) Loan
FMJ wishes to provide an update to the market announcement on 19 January 2012 relating to the
First Holdrey Loan between FMJ and Holdrey Pty Ltd ACN 006 501 524 (Holdrey). FMJ advises that
it has entered into a variation deed in respect of the First Holdrey Loan (Holdrey Variation) pursuant
to which an additional $500,000 will be advanced to FMJ.
The key terms of the Holdrey Variation are that an additional $500,000 will be advanced to FMJ, the
repayment of which will be secured by the fixed and floating charge over FMJ in favour of Holdrey
executed on 19 January 2012 and that FMJ has to issue to Holdrey an additional 500,000 unlisted
options to acquire ordinary shares in FMJ, exercisable at $0.30.
2. $13 million Conditional Placing Agreement
FMJ advises that it has entered into a conditional placing agreement with New Standard Investments
Limited (Placing Agent), who has been authorised to arrange direct placements of up to 13,000,000
ordinary shares (Placement Shares) to professional and sophisticated investors (Participants) at a
per share price of $1.00 (Placement) and will pay a $500,000 deposit to FMJ.
The other key terms of the Placement are that the Placing Agent or its nominees will be issued 2
options (Placement Options) exercisable at $0.30 to acquire ordinary shares in FMJ for every
Placement Share subscribed for by Participants. The offer period expires 11 weeks after the relevant
shareholder approval to the Placement is obtained. Before the offer period expires, if either FMJ’s
shares have not been reinstated to quotation or upon reinstatement the VWAP for FMJ shares for the
5 trading days after reinstatement falls below $0.60, an additional share or option will be issued to the
Participants or the Placing agent (or its nominees) respectively on a one for one basis.
The Placement is subject to shareholder approval and the execution by all relevant Participants of
binding subscription agreements with FMJ.
3. $15 million Convertible Note Agreement
FMJ also wishes to advise that it has exercised a binding Term Sheet in relation to subscription for
Secured Unsubordinated Convertible Notes to value of $15 million with Team Lucky Limited.
The funds raised will be used primarily to redeem certain convertible notes issued by FMJ pursuant to
a convertible note deed poll dated 28 April, 2011 (as amended) held by Team Lucky and another.
The New Convertible Notes are convertible into 15 million fully paid ordinary shares in FMJ, has a
term of 4 years and is interest free. On issue of the notes, Team Lucky will receive 2 options for each
convertible shares and an additional 2 options on conversion of the Note. The options are
exercisable at $0.30.
The New Convertible Notes will be subject to shareholder approval and the execution by Team Lucky
Limited of the Convertible Note Deed Poll Agreement with FMJ.
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]
4. Extraordinary General Meeting proposed for April 20, 2012
FMJ is proposing to hold an Extraordinary General Meeting on April 20, 2012, to deal with the capital
raising initiatives referred to in this update and other related matters.
A Notice of Meeting in respect to these matters and associated shareholder approval will be
dispatched in due course.