Forte Energy NL

January 27, 2011 02:11 ET

Appendix 3B - Placement 1st Tranche Shares

                                                                                     FORTE ENERGY NL
                                                                                     ACN 009 087 852
                                                                                  ASX/AIM CODE: FTE,
                                                      Telephone: +618 9322 4071, Fax: +618 9322 4073
                                                                                   ASX and AIM Release
                                                                                     27 January 2011

Appendix 3B - First Tranche of Share Issue to Sophisticated Investors

Forte Energy NL ("Forte Energy" or "The Company") (ASX/AIM: FTE)
Attached  is an Appendix 3B advising of the allotment of 87,098,704 fully paid ordinary shares  in  the
Company.  The shares were issued pursuant to the Company's 15% placement authority at a price  of  12.5
cents  per share, raising A$10.8 million. The shares were issued to sophisticated institutional clients
of Blackwood Capital and StoneBridge Group, from North America, the United Kingdom, Asia and Australia.

Forte Energy hereby notifies ASX (as the operator of the prescribed financial market on which the Forte
Energy ordinary shares are quoted) under section 708A(5)(e) of the Corporations Act 2001 ("Act") that:
    1.      the Company issued the shares without disclosure to investors under Part 6D.2 of the Act;
    2.      at the date of this notice:
            (a)     the Company has complied with the provisions of Chapter 2M of the Act as they apply to the
                    Company; and
            (b)     the Company has complied with section 674 of the Act; and
    3.      at the date of this notice there is no excluded information (as that expression is defined in
            sub-sections 708A(7) and 708A(8) of the Act) in relation to the Company.

Application has also been made to the AIM market of the London Stock Exchange ('AIM') for admission to
trading of these ordinary shares.

Murray Wylie
Company Secretary

For further information contact:

Mark Reilly, Managing Director
Forte Energy N.L.                         Tel: +44 (0) 203 300 0187

Robin Henshall/Tim Graham
Matrix Corporate Capital LLP              Tel: +44 (0) 203 206 7000

Jos Simson/Emily Fenton
Conduit PR                                Tel: +44 (0) 207 429 6603

Stuart Laing
RFC Corporate Finance Ltd                 Tel: +61 (0) 8 9480 2506
(AIM Nominated Adviser to the Company)

+ See chapter 19 for defined terms.

1/1/2003                                                                     Appendix 3B  Page 2
                                              Appendix 3B
                                        New issue announcement,
                          application for quotation of additional securities
                                             and agreement

Information or documents not available now must be given to ASX as soon as available.  Information and
documents given to ASX become ASX's property and may be made public.
Introduced  1/7/96.   Origin:  Appendix  5.   Amended 1/7/98, 1/9/99, 1/7/2000,  30/9/2001,  11/3/2002,
          1/1/2003, 24/10/2005.

Name of entity
Forte Energy NL

59 009 087 852

We (the entity) give ASX the following information.

Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).

 1    +Class of +securities issued or  to       Fully paid ordinary shares
      be issued
 2    Number  of +securities issued or to       87,098,704
      be  issued  (if known)  or  maximum
      number which may be issued
 3    Principal  terms of the +securities       Fully paid ordinary shares
      (eg, if options, exercise price and
      expiry   date;   if   partly   paid
      +securities, the amount outstanding
      and  due  dates  for  payment;   if
      +convertible    securities,     the
      conversion  price  and  dates   for

 4    Do  the +securities rank equally in       Yes
      all  respects  from  the  date   of
      allotment  with an existing  +class
      of quoted +securities?
      If the additional securities do not
      rank equally, please state:
      *        the  date from which  they
      *        the  extent to which  they
         participate for the next dividend,
         (in   the   case  of  a   trust,
         distribution) or interest payment
      *        the  extent to which  they
         do not rank equally, other than in
         relation  to the next  dividend,
         distribution or interest payment
 5    Issue price or consideration              A$0.125 per share
 6    Purpose of the issue                      Working capital
      (If issued as consideration for the
      acquisition   of  assets,   clearly
      identify those assets)
 7      Dates   of  entering  +securities        27 January 2011
        into  uncertificated holdings  or
        despatch of certificates
                                            Number                    +Class
 8      Number   and   +class   of    all   669,756,735               Ordinary Shares
        +securities   quoted    on    ASX
        (including   the  securities   in
        clause 2 if applicable)

                                            Number                    +Class
 9      Number   and   +class   of    all   2,250,000                 25 cent partly paid
        +securities  not  quoted  on  ASX                             ordinary shares paid to 1
        (including   the  securities   in                             cent
        clause 2 if applicable)                                       
                                            5,000,000                 Unquoted options
                                                                      exercisable at A$0.11 on
                                                                      or before the 21st
                                                                      December 2012
                                            3,000,000                 Unquoted options
                                                                      exercisable at A$0.10 on
                                                                      or before 26 November 2013
                                                                      Unquoted options
                                            6,000,000                 exercisable at A$0.20 on
                                                                      or before 24 December 2012
                                                                      Unquoted options
                                                                      exercisable at 6 pence on
                                            1,000,000                 or before 26 November 2013
 10     Dividend policy (in the case of a   Not applicable
        trust,  distribution  policy)  on
        the increased capital (interests)

Part 2 -  Bonus issue or pro rata issue

 11     Is    security   holder   approval   
 12     Is  the issue renounceable or non-   
 13     Ratio  in  which  the  +securities   
        will be offered
 14     +Class of +securities to which the   
        offer relates
 15     +Record    date    to    determine   
 16     Will    holdings   on    different   
        registers  (or  subregisters)   be
        aggregated     for     calculating
 17     Policy  for  deciding entitlements   
        in relation to fractions
 18     Names  of  countries in which  the   
        entity  has +security holders  who
        will   not   be  sent  new   issue
        Note:  Security  holders  must  be
        told how their entitlements are to
        be dealt with.
        Cross reference: rule 7.7.
 19     Closing   date  for   receipt   of   
        acceptances or renunciations

 20     Names of any underwriters            
 21     Amount of any underwriting fee  or   
 22     Names of any brokers to the issue    
 23     Fee  or commission payable to  the   
        broker to the issue
 24     Amount of any handling fee payable   
        to  brokers  who lodge acceptances
        or   renunciations  on  behalf  of
        +security holders
 25     If  the  issue  is  contingent  on   
        +security  holders' approval,  the
        date of the meeting
 26     Date  entitlement  and  acceptance   
        form  and  prospectus  or  Product
        Disclosure Statement will be  sent
        to persons entitled
 27     If  the entity has issued options,   
        and   the  terms  entitle   option
        holders    to    participate    on
        exercise,   the  date   on   which
        notices  will  be sent  to  option
 28     Date rights trading will begin (if   
 29     Date  rights trading will end  (if   
 30     How   do  +security  holders  sell   
        their entitlements in full through
        a broker?
 31     How do +security holders sell part   
        of  their  entitlements through  a
        broker and accept for the balance?

 32     How  do  +security holders dispose   
        of  their entitlements (except  by
        sale through a broker)?
 33     +Despatch date                       

Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities

 34     Type of securities
        (tick one)
 (a)          Securities described in Part 1

 (b)          All other securities
               Example:  restricted  securities at the end of the  escrowed  period,  partly  paid
              securities  that  become  fully  paid,  employee  incentive  share  securities  when
              restriction   ends,  securities  issued  on  expiry  or  conversion  of  convertible

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick   to   indicate   you  are   providing   the              
information or documents

35            If  the  +securities are +equity securities, the names of the 20 largest holders  of
              the  additional +securities, and the number and percentage of additional +securities
              held by those holders
36            If   the  +securities  are  +equity  securities,  a  distribution  schedule  of  the
              additional +securities setting out the number of holders in the categories
              1 - 1,000
              1,001 - 5,000
              5,001 - 10,000
              10,001 - 100,000
              100,001 and over
37            A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b)

38      Number  of  securities  for   which  
        +quotation is sought
39      Class   of  +securities  for  which  
        quotation is sought
40      Do  the +securities rank equally in  
        all  respects  from  the  date   of
        allotment  with an existing  +class
        of quoted +securities?
        If the additional securities do not
        rank equally, please state:
        *  the  date from which  they
        *  the  extent to which  they
           participate for the next dividend,
           (in   the   case  of  a   trust,
           distribution) or interest payment
        *  the  extent to which  they
           do not rank equally, other than in
           relation  to the next  dividend,
           distribution or interest payment
41      Reason  for  request for  quotation  
        Example:  In the case of restricted
        securities,   end  of   restriction
        (if   issued  upon  conversion   of
        another  security, clearly identify
        that other security)

                                             Number                     +Class
42      Number    and   +class    of    all                             
        +securities    quoted    on     ASX
        (including the securities in clause

Quotation agreement

1       +Quotation  of our additional +securities is in ASX's absolute discretion.  ASX may  quote  the
        +securities on any conditions it decides.

2       We warrant the following to ASX.

                The  issue  of  the +securities to be quoted complies with the law and is  not  for  an
                illegal purpose.

                There is no reason why those +securities should not be granted +quotation.

                An  offer  of  the  +securities for sale within 12 months after their  issue  will  not
                require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.
                Note:  An  entity  may need to obtain appropriate warranties from subscribers  for  the
                securities in order to be able to give this warranty

                Section  724  or  section  1016E  of  the  Corporations  Act  does  not  apply  to  any
                applications received by us in relation to any +securities to be quoted and  that  no-
                one  has any right to return any +securities to be quoted under sections 737,  738  or
                1016F  of  the  Corporations Act at the time that we request that the  +securities  be
                If  we  are  a trust, we warrant that no person has the right to return the +securities
                to  be  quoted under section 1019B of the Corporations Act at the time that we request
                that the +securities be quoted.

3       We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or
        expense arising from or connected with any breach of the warranties in this agreement.

4       We  give  ASX  the  information and documents required by this form.   If  any  information  or
        document  not  available now, will give it to ASX before +quotation of the +securities  begins.
        We  acknowledge that ASX is relying on the information and documents.  We warrant that they are
        (will be) true and complete.

Sign        here:      ...............              Date:  27/01/2011...................
                       (Company Secretary)

Print name:       M R Wylie.........................................................

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Contact Information

  • Forte Energy NL