Forte Energy NL
LSE : FTE

October 27, 2009 03:17 ET

Notice of AGM

                                                                                                                
                                                                                                 FORTE ENERGY NL
                                                                                                 ACN 009 087 852
                                                                                 ASX CODE:  FTE,  AIM CODE: FTE,
                                                                     Telephone: +618 9322 4071, Fax: +618 9322 4073
                                                         
                                                         
                                         NOTICE OF ANNUAL GENERAL MEETING
                                                         
                                                         
Shareholders are advised that the 2009 Annual General Meeting (AGM) of Forte Energy NL ("Company") will be held  on
Thursday  26th  November 2009 in the Club Lounge, Level 16, at the Rydges Hotel Perth, Cnr  Hay  and  King  Streets
Perth, Western Australia commencing at 10.00 am (Perth Time).



ORDINARY BUSINESS

1.      FINANCIAL STATEMENTS AND REPORTS

To receive and consider the Financial Report of the Company and the reports of the Directors and Auditors for the year
ended 30 June 2009.

2.      RESOLUTION 1 - RE-ELECTION OF DIRECTOR - C D GRANNELL

To consider and, if thought fit, pass as an ordinary resolution the following:
          
          "That Mr. David Grannell, a Director being rotated in accordance with Clause 9.1(e)(1) of the Company's
          Constitution, being eligible, be re-elected as a Director of the Company."

3.      RESOLUTION 2 - REMUNERATION REPORT

To consider and, if thought fit, pass as a non binding ordinary resolution the following:
          
          "That the remuneration report contained in the Directors' Report for the year ended 30 June 2009 be
          adopted by the Company."


4.      RESOLUTION 3 - INCREASE IN DIRECTORS' FEES

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

        "That shareholders approve an increase in the payment by the Company of fees to directors from $300,000 to  an
        aggregate of $750,000 per annum, an increase of $450,000."


Voting Exclusion Statement

The Company will disregard any votes cast on this resolution by the Directors of the Company and any of their
associates.

However, the Company will not disregard a vote if:
*       it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on
        the proxy form; or
*       it is cast by a person chairing the meeting as proxy for a person who is entitled to vote, in accordance
        with a direction on the proxy form to vote as the proxy decides.


5.      RESOLUTION 4 - GRANT OPTIONS TO LADY BARBARA JUDGE

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

        "That,  subject to the passing of Resolution 3, for the purpose of ASX Listing Rule 10.11 and  Chapter  2E  of
        the  Corporations Act, the Shareholders approve the grant to Lady Barbara Judge (or her nominees) of 1,500,000
        options  to  subscribe  for  fully paid ordinary shares in the Company on the  terms  and  conditions  in  the
        Explanatory Memorandum attached to and forming part of this Notice."

Voting Exclusion Statement

The Company will disregard any votes cast on this resolution by Lady Judge and any of her associates.

However, the Company will not disregard a vote if:
*       it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on
        the proxy form; or
*       it is cast by a person chairing the meeting as proxy for a person who is entitled to vote, in accordance
        with a direction on the proxy form to vote as the proxy decides.


6.      RESOLUTION 5 - GRANT OPTIONS TO DAVID GRANNELL

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

        "That,  subject to the passing of Resolutions 1 and 3, for the purpose of ASX Listing Rule 10.11  and  Chapter
        2E  of  the  Corporations Act, the Shareholders approve the grant to Mr. David Grannell (or his  nominees)  of
        1,500,000  options to subscribe for fully paid ordinary shares in the Company on the terms and  conditions  in
        the Explanatory Memorandum attached to and forming part of this Notice."

Voting Exclusion Statement

The Company will disregard any votes cast on this resolution by Mr. Grannell and any of his associates.

However, the Company will not disregard a vote if:
*       it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on
        the proxy form; or
*       it is cast by a person chairing the meeting as proxy for a person who is entitled to vote, in accordance
        with a direction on the proxy form to vote as the proxy decides.


7.      RESOLUTION 6 - GRANT OPTIONS TO GLENN FEATHERBY

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

        "That,  subject to the passing of Resolution 3, for the purpose of ASX Listing Rule 10.11 and  Chapter  2E  of
        the  Corporations  Act,  the  Shareholders approve the grant to Mr.  Glenn  Featherby  (or  his  nominees)  of
        1,500,000  options to subscribe for fully paid ordinary shares in the Company on the terms and  conditions  in
        the Explanatory Memorandum attached to and forming part of this Notice."

Voting Exclusion Statement

The Company will disregard any votes cast on this resolution by Mr. Featherby and any of his associates.

However, the Company will not disregard a vote if:
*       it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on
        the proxy form; or
*       it is cast by a person chairing the meeting as proxy for a person who is entitled to vote, in accordance
        with a direction on the proxy form to vote as the proxy decides.


8.      RESOLUTION 7 - GRANT OPTIONS TO MARK REILLY

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

        "That,  for  the  purpose of ASX Listing Rule 10.11 and Chapter 2E of the Corporations Act,  the  Shareholders
        approve  the  grant  to  Mr. Mark Reilly (or his nominees) of 1,500,000 options to subscribe  for  fully  paid
        ordinary  shares  in  the Company on the terms and conditions in the Explanatory Memorandum  attached  to  and
        forming part of this Notice."

Voting Exclusion Statement

The Company will disregard any votes cast on this resolution by Mr. Reilly and any of his associates.

However, the Company will not disregard a vote if:
*       it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on
        the proxy form; or
*       it is cast by a person chairing the meeting as proxy for a person who is entitled to vote, in accordance
        with a direction on the proxy form to vote as the proxy decides.


9.      RESOLUTION 8 - SECTION 195 APPROVAL

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

        "That, for the purposes of section 195(4) of the Corporations Act and for all other purposes, Shareholders
        approve and authorise the directors to complete the transactions as contemplated in this Notice."


EXPLANATORY MEMORANDUM

Shareholders should read the Explanatory Memorandum accompanying this Notice for further information regarding  the
resolutions.


PROXIES

A  Shareholder  who is entitled to vote at the meeting has a right to appoint a proxy and should use  the  proxy  form
enclosed with this Notice. The proxy need not be a Shareholder.

A Shareholder who is entitled to cast 2 or more votes may appoint two proxies and may specify the proportion or number
of  votes  each proxy is appointed to exercise. If two proxies are appointed and the appointment does not specify  the
proportion or number of votes that the proxy may exercise, section 249X of the Corporations Act 2001 takes  effect  so
that each proxy may exercise half of the votes (ignoring fractions).

A  proxy's authority to speak and vote for a Shareholder at the meeting is suspended if the Shareholder is present  at
the meeting.

The proxy form must be signed and dated by the Shareholder or the Shareholder's attorney. Joint Shareholders must each
sign.

Proxy  forms  and  the  original or a certified copy of the power of attorney, (if the proxy  form  is  signed  by  an
attorney) must be received by Forte Energy NL:

*       At GPO Box 2870, West Perth, Western Australia 6872 or

*       On fax number +618 9322 4073,

no later than 10.00 am (Perth time) on Tuesday 24 November 2009.


BODIES CORPORATE

A  body  corporate may appoint an individual as its representative to exercise any of the powers the body may exercise
at  meetings of the Shareholders. The appointment may be a standing one. Unless the appointment states otherwise,  the
representative may exercise all of the powers that the appointing body could exercise or in voting on a resolution.


POINT AT WHICH VOTING RIGHTS ARE DETERMINED

It  has  been  determined  that under the Corporations Regulations 7.11.37, for the purposes  of  the  Annual  General
Meeting,  Shares will be taken to be held by the persons who are the registered holders at 4.00pm (Perth time)  on  25
November  2009.  Accordingly,  Share  transfers  registered  after  that  time  will  be  disregarded  in  determining
entitlements, to attend and vote at the meeting.

By order of the Board





M R Wylie
Company Secretary
23 October 2009


                     EXPLANATORY MEMORANDUM TO ACCOMPANY THE NOTICE OF ANNUAL GENERAL MEETING



1.      Introduction

        This  Explanatory Memorandum has been prepared for the Shareholders of Forte Energy NL in  connection  with
        the  Annual  General Meeting of the Company to be held at 10.00 am (Perth time) on Thursday  26th  November
        2009,  in  the  Club  Lounge, Level 16 at the Rydges Hotel Perth, Cnr Hay & King  Streets,  Perth,  Western
        Australia.
        
2       Financial Statements and Reports

        There is no requirement for Shareholders to approve the Financial Statements and Reports.
        
        Shareholders will be offered the following opportunities:
        
        (a)     Discuss the Financial Statements and Reports for the financial year ended 30 June 2009 which is    
                online at http://www.forteenergy.com.au.
        
        (b)     Ask questions or make comment on the management of the Company.

        (c)     Ask the auditor questions about the conduct of the audit and the preparation and content of the 
                auditor's report.

        In  addition to taking questions at the meeting, written questions to the Chairman about the management  of
        the Company, or to the Company's auditor about:
        
        (a)     the preparation and content of the auditor's report;
        
        (b)     the conduct of the audit;

        (c)     accounting policies adopted by the Company in relation to the preparation of the financial statements; 
                and

        (d)     the independence of the auditor in relation to the conduct of the audit

        may be submitted no later than 5 business days before the meeting to the Company Secretary at the Company's
        registered office.


3.      Resolution 1 - Re-election of C D Grannell
        
        Mr.  Grannell  was appointed as a Director on 4 April 2005.  Under the Company's Constitution any  Director
        who  at the conclusion of the meeting will have been in office for 3 or more Annual General Meetings  since
        he  was elected to office, or failing that, the longest serving Director, must retire.  Mr. Grannell  holds
        office until this meeting, and being eligible, offers himself for re-election.
        
        Information on Mr. Grannell is contained in the Company's annual report.
        
4.      Resolution 2 - Remuneration Report
        
        The  Directors' Report for the year ended 30 June 2009 contains a remuneration report, which sets  out  the
        policy for the remuneration of the Directors and Executives of the Company.
        
        Under  section 250R(2) of the Corporations Act, the Company is required to put the Remuneration  Report  to
        the  vote  of  Shareholders.  The Annual Report for the period ended 30 June 2009 contains  a  Remuneration
        Report which sets out the remuneration policy for the Company and reports the remuneration arrangements  in
        place for the executive and non-executive Directors.
        
        Section  250R(3) of the Corporations Act provides that resolution 2 is advisory only and does not bind  the
        Directors.   Of  itself, a failure of Shareholders to pass Resolution 2 will not require the  Directors  to
        alter  any of the arrangements in the Remuneration Report, however the Board will take the outcome  of  the
        vote into consideration when considering the remuneration policy.
        
        The  Chair of the meeting will allow a reasonable opportunity for Shareholders as a whole to ask about,  or
        make comments on the Remuneration Report.
        
        
5.      Resolution 3 - Increase in Directors' Fees
        
        Resolution  3  seeks shareholder approval in accordance with Listing Rule 10.17 and Clause  9.3(a)  of  the
        Company's  Constitution,  to  increase the aggregate amount of fees  that  may  be  paid  to  non-executive
        directors  from $300,000 to $750,000 per annum, an increase of $450,000. The current limit of $300,000  was
        approved by shareholders in 1998. The Board believes that the increase is required in order to attract  and
        retain  directors  of  a high calibre, while providing the flexibility to include share-based  payments  to
        maintain the Company's cash reserves.
        
        
6.      Resolutions 4 to 6 - Approval to Grant Options to Non-Executive Directors


6.1.      General
          
          Resolutions 4 to 6 seek Shareholder approval in accordance with Listing Rule 10.11 and Chapter 2E of  the
          Corporations  Act  to  grant  4,500,000 Options to the non-executive Directors  (or  their  nominees)  as
          follows:
          
          Lady Barbara Judge               1,500,000 Options;
          
          Mr David Grannell                1,500,000 Options; and
          
          Mr Glenn Featherby               1,500,000 Options.
          
          The  Options  are  unlisted and are not transferable except to associated entities of  the  grantee.   No
          application  for quotation of the Options will be made by the Company until such time as the  Company  in
          its absolute discretion determines otherwise.
          
          The  purpose  of  the grant of the Options is for the Company to retain directors of  high  calibre.  The
          Company acknowledges that the grant of Options to non-executive Directors is contrary to recommendation 8
          of  the  Principles  of Good Corporate Governance and Best Practice Recommendations. However,  the  Board
          considers  the  grant  of Options in Resolutions 4 to 6 to be reasonable in the circumstances  given  the
          Company's size, stage of development, and the need to attract and retain directors of high calibre  while
          still maintaining a cash reserve.

6.2       Reason approval required
          
          Shareholder approval is required under Listing Rule 10.11 and section 208 of the Corporations Act because
          the non-executive Directors are related parties of the Company.
          
          
          Furthermore,  Shareholder  approval of the grant of Options means that the  issue  will  not  reduce  the
          Company's 15% placement capacity under Listing Rule 7.1.

6.3       Specific information required by Listing Rule 10.13 and section 219 of the Corporations Act
          
          Listing  Rule  10.13 and section 219 of the Corporations Act requires that the following  information  be
          provided to Shareholders for the purpose of obtaining Shareholder approval for the grant of Options:
          
          (a)      Up to 4,500,000 Options will be granted to the Directors (or their nominees) as follows:
          
                    Name of Director                 Maximum number of Options to be issued
                    Lady Barbara Judge                            Up to 1,500,000
                    Mr David Grannell                             Up to 1,500,000
                    Mr Glenn Featherby                            Up to 1,500,000
          
          (b)     Each Option will be granted for nil consideration. Each Option entitles the holder to subscribe for 
                  one (1) Share at an exercise price of $0.20 exercisable on or before that date which is 3 years from 
                  the date of grant. The Options can only be exercised if the VWAP for the Company's Shares on ASX is 
                  at or above 35 cents for more than 30 days.
          
          (c)     The Options are unlisted and not transferable except to entities associated with the grantee.  No
                  application for quotation of the Options will be made by the Company until such time as the 
                  Company in its absolute discretion determines otherwise.  Further terms and conditions of the 
                  Options are in Annexure A.
          (d)     The Company will grant the Options no later than one month after the date of the Meeting or such 
                  longer period of time as ASX may in its discretion allow.
          
          (e)     Each non-executive Director has an interest in the Resolutions under which Options will be granted 
                  and therefore believes it inappropriate to make a recommendation.
          
          (f)     The dilution effect if all of the Options granted are exercised is as follows:
          
          
                                                                                                           
                    Current number of Shares on issue                                           564,658,031
                                                                                                           
                    Number of Options to be granted under Resolutions 4 to 6                      4,500,000
                                                                                                           
                    Dilution effect if all Options granted are exercised                               0.8%
          
          (g)     The current security holdings of the non-executive Directors are as follows:
          
          
                    Name of Director                    Shares                  Options
                    Lady Barbara Judge                   1,325,000               3,000,000
                    Mr David Grannell                      500,000               2,000,000
                    Mr Glenn Featherby                   8,657,286               2,000,000
          
          (h)     If Shareholders approve the proposed grant of the Options, each of the non-executive Directors 
                  security holdings will be:
          
          
                    Name of Director                    Shares                  Options
                    Lady Barbara Judge                   1,325,000               4,500,000
                    Mr David Grannell                      500,000               3,500,000
                    Mr Glenn Featherby                   8,657,286               3,500,000
          
          (i)     A voting exclusion statement is included in the Notice.
          
          (j)     No funds will be raised by the grant of the Options as they are being granted for nil consideration.
          
          (k)     Shareholders have previously approved an aggregate amount of up to $300,000 to be paid as directors 
                  fees and have been asked in Resolution 3 to approve an increase for this amount to $750,000.  The 
                  Directors have resolved that each non-executive Director shall receive the following amounts per 
                  annum as Directors' fees plus statutory superannuation.
          
          
                    Directors                             Salary & Fees         Super             Total
                    Lady Barbara Judge                         GBP 40,000                -        GBP 40,000
                    Mr David Grannell                             $60,000                -           $60,000
                    Mr Glenn Featherby                            $90,000           $8,100           $98,100
                    
                    
                    Directors Fees in the twelve months to 30 June 2009 are as follows:
                    
                    
                    Directors                             Salary &       Super       Share-        Total
                                                            Fees                      based
                                                                                     Payment
                                                                                     Options
                                                             $             $            $            $
                    Lady Barbara Judge                       65,381             -       40,308      105,689
                    Mr David Grannell                        60,000             -            -       60,000
                    Mr Glenn Featherby                       90,000         8,100            -       98,100
          
          (l)     On the basis of the assumptions below, independent accountants Nissen Kestel Harford have determined 
                  the technical value of one Option approximates $0.1015.  This valuation imputes a total value of 
                  $456,675 to the Options.
                    
                    The  value may go up or down after that date as it will depend on the future price of a  Share.
                    Binomial Tree Model methodology has been used, together with the following assumptions:
                     
                     (i)     interest rate set at the Commonwealth Government securities rate of 4.78%;

                     (ii)    the date of valuation for the purposes of settling the current market value of a Share is 
                             8 October 2009;
                     
                     (iii)   at this date the Share price was $0.19 which is the price used in the valuation;
                     
                     (iv)    the standard deviation of returns of the Options is set at 80 % which is based on the 
                             Company's historical data; and
                     (v)     the Options will not be exercised any earlier than 3 years from the date of grant.
          
          (m)     The market price of Shares would normally determine whether the non-executive Directors will 
                  exercise the Options or not. If the Options are exercised at a price that is lower than the price at 
                  which Shares are trading on ASX, there may be a perceived cost to the Company.
          
          (n)     Historical share price information for the last twelve months is as follows:
                                                       Price         Date
                   Highest                            $0.220         24 September 2009
                   Lowest                             $0.038         24 October 2008
                   Last                               $0.190         9 October 2009
          
          (o)     Other than the information above and otherwise in this Explanatory Memorandum, the Company believes 
                  that there is no other information that would be reasonably required by Shareholders to pass 
                  Resolutions 4 to 6.
          
          (p)     As Shareholder approval is sought under Listing Rule 10.11, approval under Listing Rule 7.1 is not
                    required.
                    
                    
7.      Resolution 7 - Approval to Grant Options to Mark Reilly


7.1.      General
          
          Resolutions  7  seeks Shareholder approval in accordance with Listing Rule 10.11 and Chapter  2E  of  the
          Corporations Act to grant 1,500,000 Options to the Managing Director Mark Reilly (or his nominee).
          
          The  Options  are  unlisted and are not transferable except to associated entities of  the  grantee.   No
          application  for quotation of the Options will be made by the Company until such time as the  Company  in
          its absolute discretion determines otherwise.
          
          The  grant  of  Options  to Mr. Reilly (or his nominee) is considered to be commercially  appropriate  to
          recognise  Mr. Reilly's contribution to the Company and to incentivise him to grow the Company  into  the
          future  for  the  benefit  of  all Shareholders.  The Options to be granted  are  in  accordance  with  a
          recommendation  of the Remuneration Committee and will form part of Mr. Reilly's remuneration  which  the
          Directors (other than Mr. Reilly) have satisfied themselves is reasonable.

7.2       Reason approval required
          
          Shareholder approval is required under Listing Rule 10.11 and section 208 of the Corporations Act because
          as a Director Mr. Reilly is a related party of the Company.
          
          Furthermore,  Shareholder  approval of the grant of Options means that the  issue  will  not  reduce  the
          Company's 15% placement capacity under Listing Rule 7.1.

7.3       Specific information required by Listing Rule 10.13 and section 219 of the Corporations Act
          
          Listing  Rule  10.13 and section 219 of the Corporations Act requires that the following  information  be
          provided to Shareholders for the purpose of obtaining Shareholder approval for the grant of Options:
          
          (a)      Up to 1,500,000 Options will be granted to Mr. Reilly (or his nominees):
          
          (b)     Each Option will be granted for nil consideration. Each Option entitles the holder to subscribe for 
                  one (1)Share at an exercise price of $0.20 exercisable on or before that date which is 3 years from 
                  the date of grant. The options can only be exercised if the VWAP for the Company's Shares on ASX is 
                  at or above 35 cents for more than 30 days.

(c)     The Options are unlisted and not transferable except to entities associated with the grantee.  No
        application for quotation of the Options will be made by the Company until such time as the Company in its 
        absolute discretion determines otherwise.  Further terms and conditions of the Options are in Annexure A.
          
          (d)     The Company will grant the Options no later than one month after the date of the Meeting or such 
                  longer period of time as ASX may in its discretion allow.
          
          (e)     Mr. Reilly has an interest in the Resolution under which Options will be granted and therefore 
                  believes it inappropriate to make a recommendation.
          
          (f)     The dilution effect if all of the Options granted are exercised is as follows:
          
          
                                                                                                           
                    Current number of Shares on issue                                           564,658,031
                                                                                                           
                    Number of Options to be granted under Resolutions 4 to 6                      1,500,000
                                                                                                           
                    Dilution effect if all Options granted are exercised                               0.3%
          
          (g)     The current security holdings of the Mr. Reilly are as follows:
          
          
                    Name of Director                    Shares                  Options
                    Mr Mark Reilly                       8,233,333               3,500,000
          
          (h)     If Shareholders approve the proposed grant of the Options, Mr. Reilly's security holdings will be:
          
          
                    Name of Director                    Shares                  Options
                    Mr Mark Reilly                       8,233,333               5,000,000
          
          (i)     A voting exclusion statement is included in the Notice.
          
          (j)     No funds will be raised by the grant of the Options as they are being granted for nil consideration.
                    
          
          (k)     On the basis of the assumptions below, independent accountants Nissen Kestel Harford have determined 
                  the technical value of one Option approximates $0.1015.  This valuation imputes a total value of 
                  $152,225 to the Options.
                    
                    The  value may go up or down after that date as it will depend on the future price of a  Share.
                    Binomial Tree Model methodology has been used, together with the following assumptions:
                     
                     (i)     interest rate set at the Commonwealth Government securities rate of 4.78%;
                     
                     (ii)    the date of valuation for the purposes of settling the current market value of a Share is 
                             8 October 2009;
                     (iii)   at this date the Share price was $0.19 which is the price used in the valuation;
                     
                     (iv)    the standard deviation of returns of the Options is set at 80 % which is based on the 
                             Company's historical data; and
                     
                     (v)     the Options will not be exercised any earlier than 3 years from the date of grant.
          
          (l)     The market price of Shares would normally determine whether the Directors will exercise the Options 
                  or not. If the Options are exercised at a price that is lower than the price at which Shares are 
                  trading on ASX, there may be a perceived cost to the Company.

          (m)     Historical share price information for the last twelve months is as follows:
                                                       Price         Date
                   Highest                            $0.220         24 September 2009
                   Lowest                             $0.038         24 October 2008
                   Last                               $0.190         9 October 2009
          
          (n)     Other than the information above and otherwise in this Explanatory Memorandum, the Company believes 
                  that there is no other information that would be reasonably required by Shareholders to pass 
                  Resolution 7.
          
          (o)     As Shareholder approval is sought under Listing Rule 10.11, approval under Listing Rule 7.1 is not
                  required.


8.      Resolution 8 - Section 195 Approval

          
          Section 195 of the Corporations Act essentially provides that a director of a public company may not vote
          or be present during meetings of directors when matters in which that director holds a "material personal
          interest" are being considered.
          
          Some of the Directors may have a material personal interest in the outcome of Resolutions 3 to 7. In  the
          absence  of  this  Resolution  8, the Directors may not be able to form a quorum  at  directors  meetings
          necessary to carry out the terms of Resolutions 3 to 7.
          
          The  Directors have accordingly exercised their right under section 195(4) of the Corporations Act to put
          the issue to Shareholders to resolve upon.
        

9.      Definitions and Interpretation
        
        In this Explanatory Memorandum, the following terms have the following meaning unless the context otherwise
        requires:
        
        "AIM"                    means the Alternative Investment Market of the London Stock Exchange.
        
        "Annexure"               means an annexure to this Explanatory Memorandum.
        
        "ASIC"                   means Australian Securities and Investments Commission.
        
        "ASX"                    means ASX Limited ABN 98 008 624 691 and where the context permits the Australian
                                 Securities Exchange operated by ASX Limited.
        
        "ASX Listing Rules"      means the Listing Rules of ASX and "Listing Rules" has an identical meaning.
        
        "Board"                  means the board of directors of the Company.
        
        "Business Day"           means any day that is not a Saturday, Sunday or a public holiday in Western
                                 Australia.
        
        "Company"                means Forte Energy NL ACN 009 087 852.
        
        "Constitution"           means the constitution of the Company.
        
        "Corporations Act"       means the Corporations Act 2001 (Commonwealth) and all regulations made pursuant
                                 to such legislation, as amended from time to time.
        
        "Director"               means a director of the Company.
        
        "Share"                  means a fully paid ordinary share in the capital of the Company.
        
        "Shareholder"            means a member of the Company, as defined in the Constitution of the Company.
        
        "VWAP"                   means the Volume Weighted Average Price of trading in the Company's shares on the
                                 ASX.
        
        Terms  used  in  this Explanatory Memorandum have the same meaning as in the Corporations  Act  unless  the
        context otherwise requires.
                                                    ANNEXURE A
                                                         
                                        FORTE ENERGY NL DIRECTORS' OPTIONS

It is proposed to grant 1,500,000 options each to Chairman Glenn Featherby, Deputy Chairman Lady Judge, Managing
Director Mark Reilly and Director David Grannell (or their nominees), as follows:-

The options, if approved by the meeting, will be issued no later than one month after the date of the meeting (or
such longer period of time as ASX may in its discretion allow).

Terms and Conditions

The terms and conditions for these options are set out below.

1.      Exercise Date
        The Options are exercisable wholly or in part at any time from grant and before 5:00 pm (WST) on the date 3
        years after grant ("expiry date").  Options not exercised by that date shall lapse. If a grantee ceases  to
        be a Director, they may exercise any remaining unexercised Options within 6 months of cessation.

2.      Exercise Price
        Each  option  shall  entitle  the  Optionholder to acquire one fully paid ordinary  share  in  the  Company
        ("Share")  upon  payment  of the sum of A$ 0.20. The options can only be exercised  if  the  VWAP  for  the
        Company's Shares on ASX is at or above 35 cents for more than 30 days.

3.      Notice of Exercise
        Each  option  may be exercised at any time before the expiry of the Options by the Optionholder  completing
        and  forwarding to the Company a notice of exercise and payment of the Exercise Price for each Option being
        exercised.   Any notice of exercise of an Option received by the Company will be deemed to be a  notice  of
        the  exercise  of  the Option on the first business day after the date of receipt of the  notice.   Cheques
        shall be in Australian currency made payable to the Company and crossed "Not Negotiable".

4.      No Quotation of Options
        Application  will not be made by the Company to ASX or the AIM Board of the LSE for official  quotation  of
        the Options.

5.      Quotation of Shares on Exercise
        Application will be made for official quotation of the Shares issued upon exercise of Options.  The Company
        will not be under any obligation to ensure that such Shares will be officially quoted.

6.      Non-Transferable
        The Options are not transferable, except to an Associate of the holder.

7.      Participation Rights or Entitlements
        There  are  no participating rights or entitlements inherent in the Options and Optionholders will  not  be
        entitled  to  participate  in new issues of securities offered to shareholders before  the  expiry  of  the
        Options.  However, the Company will ensure that for the purpose of determining entitlements as to any  such
        issue,  the  record  date  will be at least 10 business days after the issue is announced  so  as  to  give
        Optionholders  the  opportunity to exercise their Options before the date for determining  entitlements  to
        participate in any issue.

8.      Shares Allocated on Exercise.
        Shares allocated pursuant to the exercise of Options will be allotted following receipt of all the relevant
        documents and payments and will rank equally with all other Shares on issue.

9.      Reconstruction of Share Capital
        If  at  any  time  before  the  expiry of the Options there is a reconstruction  (including  consolidation,
        subdivision,  reduction  or return) of the issued capital of the Company, all rights  of  the  Optionholder
        shall be reconstructed in accordance with the ASX Listing Rules.

10.     Pro Rata Issue
        Listing Rule 6.22 does not apply to the Options.
        PROXY FORM


To:     The Company Secretary                    Address:        GPO Box 2870
        Forte Energy NL                                          West Perth WA 6872
                                                                    Australia
                                                                    Facsimile: +618 9322 4073

I/We (name of shareholder) ............................................

Of (address)....................................................

Being a member/members of Forte Energy NL hereby appoint:

(name)......................................................

of (address).....................................................

or failing that person then the Chairman of the Annual General Meeting as my/our proxy to attend and vote for me/us
on  my/our  behalf at the Annual General Meeting of Forte Energy NL to be held in the Club Lounge,  Level  16,  The
Rydges  Hotel Perth, Cnr Hay & King Streets, Perth, WA on 26th November 2009 at 10.00 am (Perth time), and  at  any
adjournment of that meeting.


        This form is to be used in accordance with the directions below. Unless the proxy is directed, he or she may
        vote  or abstain as he or she thinks fit. In relation to any undirected proxies, the Chairman intends voting
        for  all resolutions being put forward at the Annual General Meeting. If the Chairman of the meeting is your
        nominated  proxy,  or may be appointed by default, and you have not directed your proxy how  to  vote  on  a
        resolution  below, please place a mark in this box.  By marking this box, you acknowledge that the  Chairman
        may  exercise  your proxy even if he has an interest in the outcome of a resolution and votes  cast  by  him
        other  than as proxy holder will be disregarded because of that interest. If you do not mark this  box,  and
        you  have not directed your proxy how to vote, the Chairman of the meeting will not cast your votes and your
        votes  will not be counted in computing the required majority if a poll is called on this item. The Chairman
        of the meeting intends to vote undirected proxies in favour of all resolutions.


                                                                                   For       Against      Abstain
Resolution 1    Re-elect C D Grannell                                                               
                                                                                                    
Resolution 2    To adopt the Remuneration Report for year ended 30 June 2009                        
                                                                                                    
Resolution 3    Increase in Directors' Fees                                                         
                                                                                                    
Resolution 4    Granting of options to Lady Barbara Judge                                           
                                                                                                    
Resolution 5    Granting of options to David Grannell                                               
                                                                                                    
Resolution 6    Granting of options to Glenn Featherby                                              
                                                                                                    
Resolution 7    Granting of options to Mark Reilly                                                  
                                                                                                    
Resolution 8    Section 195 Approval                                                                


If two proxies are appointed, the proportion of voting rights this proxy is authorised to exercise is.........%.
(An additional proxy form will be supplied by the Company on request).

Dated this.............................day of .........................2009


If the shareholder is an individual:

Signature: ...................................................

Name: ...................................................


If the Shareholder is a Company:

Affix common seal (if required by Constitution)

.........................................................
Director/Sole Director and Secretary Director/Secretary







                                       Instructions for Appointment of Proxy


A Shareholder entitled to attend and vote is entitled to appoint no more than two proxies.

If  a  Shareholder  appoints  two proxies and the appointment does not specify the  proportion  or  number  of  the
Shareholder's votes each proxy may exercise half of the votes.

Every Shareholder present in person or by proxy shall on a show of hands have one vote. On a poll every Shareholder
present in person or by proxy, attorney or representative shall have one vote for each Share held.

The  instrument in appointing a proxy shall be in writing under the hand of the appointer or of his or her attorney
duly authorised in writing or, if the appointer is a corporation, either under seal or under hand of an officer  or
attorney duly authorised in writing. A proxy need not be a Shareholder.

The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or
a  notarially  certified  copy of that power or authority must be received by the Company  at  the  office  of  the
Company, GPO Box 2870, West Perth, Western Australia 6872, or by facsimile on +618 9322 4073 by no later than 10.00
am (Perth time), 24 November 2009.

Contact Information

  • Forte Energy NL