Forte Energy NL
LSE : FTE

October 14, 2014 02:00 ET

Issue of Equity - Placement and Warrants

                                                                                        Forte Energy NL
                                                                                                       
                                                                                   ASX and AIM Release
                                                                                     14 October 2014

Appendix 3B - Placement and Darwin Warrants

Forte Energy NL ("Forte Energy" or "The Company") (ASX/AIM: FTE)

Attached  is  an  Appendix 3B for the allotment of 271,157,428 fully paid ordinary  shares  ("Placement
Shares")  in  the  Company  and the grant of 135,578,714 unlisted warrants  ("Placement  Warrants")  in
accordance  with the placement approved by shareholders on 30 July 2014. The Appendix 3B also  includes
the  grant  of 164,062,500 unlisted warrants to Darwin Strategic Limited ("Darwin Warrants") that  were
also approved by shareholders on 30 July 2014.

The  Placement Shares were issued at 0.56 cents per share for total consideration of more  than  A$1.5m
before costs, and included one free Placement Warrant for each two shares subscribed for. The Placement
Warrants  have  an exercise price of £0.005 (approximately A$0.0093) each and an expiry period  of  two
years.

The  Darwin  Warrants were issued under the terms of a warrant deed associated with a  short-term  loan
agreement announced 30 April 2014. The unlisted warrants are exercisable at 0.4 pence each and have  an
expiry  period  of  five years and 7 days. Adjustments can be made to the price  of  the  warrants  for
certain prescribed customary events in accordance with the Warrant Deed.

Application has also been made to the AIM market of the London Stock Exchange ('AIM') for the placement
shares to be admitted to trading on AIM.




Murray Wylie
Company Secretary


For further information contact:

Mark Reilly, Managing Director
Forte Energy NL                         Tel: +61 (0) 8 9322 4071

Geoff Nash/Ben Thompson                 Tel: +44 (0) 207 220 0500
Elizabeth Johnson (broking)
finnCap

Oliver Morse / Trinity McIntyre
RFC Ambrian Ltd                         Tel: +61 (0) 8 9480 2500
(AIM Nominated Adviser to the Company)

Forte Energy NL

Suite 3, Level 3
1292 Hay Street
West Perth WA 6005
Ph: +61 (0)8 9322 4071
Fax: +61 (0)8 9322 4073
Email: info@forteenergy.com.au
Web: www.forteenergy.com.au




                                                                                             Appendix 3B
                                                                                  New issue announcement


                                              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 01/07/96  Origin: Appendix 5  Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02,
01/01/03, 24/10/05, 01/08/12, 04/03/13


Name of entity
Forte Energy NL

ABN
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       a)        Fully paid ordinary shares
       to be issued                             b)        Unlisted warrants over unissued shares
                                                c)        Unlisted warrants over unissued shares
                                            
 2     Number  of  +securities issued  or       a)        271,157,428 fully paid ordinary shares
       to   be   issued  (if  known)   or       b)        135,578,714 unlisted warrants
       maximum   number  which   may   be       c)        164,062,500 unlisted warrants
       issued
       
                                            
 3     Principal     terms     of     the       a)        Fully paid ordinary shares
       +securities   (e.g.  if   options,       b)        Unlisted warrants exercisable at 0.5
       exercise  price and  expiry  date;                 pence each on or before 14 October 2016
       if  partly  paid +securities,  the       c)        Unlisted warrants exercisable at 0.4
       amount  outstanding and due  dates                 pence  each on or before 21 October  2019.
       for   payment;   if   +convertible                 Adjustments can be made to the price of the
       securities,  the conversion  price                 warrants for certain prescribed customary events
       and dates for conversion)                          in accordance with the Warrant Deed
                                            
                                            
 4     Do  the  +securities rank  equally       a)        Yes
       in  all  respects from the  +issue       b)        No - unlisted warrants
       date  with  an existing +class  of       c)        No - unlisted warrants
       quoted +securities?
       
       If  the additional +securities  do
       not rank equally, please state:
       *           the  date  from  which
           they do
       *           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)      57,143,000 shares issued for 0.56 cents
                                                    per share cash and 214,014,428 shares issued upon
                                                    conversion of debt at 0.56 cents per share
                                            b)      One free warrant for each two shares
                                                    issued under placement
                                            c)      Warrants issued under warrant  deed
                                                    associated with short-term loan  agreement
                                                    announced 30 April 2014
                                            
 6     Purpose of the issue                 Working capital
       (If  issued  as consideration  for
       the    acquisition   of    assets,
       clearly identify those assets)
       
                                            
 6a    Is  the entity an +eligible entity   No
       that  has obtained security holder
       approval under rule 7.1A?
       
       If  Yes, complete sections 6b - 6h
       in  relation  to  the  +securities
       the  subject of this Appendix  3B,
       and comply with section 6i
                                            
 6b    The   date  the  security   holder   Not applicable
       resolution  under  rule  7.1A  was
       passed
                                            
 6c    Number   of   +securities   issued   Not applicable
       without  security holder  approval
       under rule 7.1
                                            
 6d    Number of +securities issued  with   Not applicable
       security  holder  approval   under
       rule 7.1A
                                            
 6e    Number of +securities issued  with   Not applicable
       security  holder  approval   under
       rule   7.3,  or  another  specific
       security  holder approval (specify
       date of meeting)
       
                                            
 6f    Number   of   +securities   issued   Not applicable
       under an exception in rule 7.2
                                            
 6g    If  +securities issued under  rule   Not applicable
       7.1A,  was  issue price  at  least
       75%  of  15 day VWAP as calculated
       under  rule  7.1A.3?  Include  the
       +issue   date  and  both   values.
       Include  the  source of  the  VWAP
       calculation.
                                            
 6h    If  +securities were issued  under   Not applicable
       rule     7.1A     for     non-cash
       consideration,   state   date   on
       which  valuation of  consideration
       was   released   to   ASX   Market
       Announcements
                                            
 6i    Calculate  the entity's  remaining   253,147,910
       issue capacity under rule 7.1  and
       rule  7.1A  - complete Annexure  1
       and    release   to   ASX   Market
       Announcements
                                            
 7      +Issue dates                        14 October 2014
        Note:  The  issue  date  may   be
        prescribed by ASX (refer  to  the
        definition of issue date in  rule
        19.12).   For example, the  issue
        date  for  a pro rata entitlement
        issue   must  comply   with   the
        applicable timetable in  Appendix
        7A.
        Cross   reference:  item  33   of
        Appendix 3B.
                                            
                                            Number                    +Class
 8      Number   and   +class   of    all   1,687,652,739             Ordinary shares
        +securities   quoted    on    ASX
        (including  the  +securities   in
        section 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
        (including  the  +securities   in                             1 cent
        section 2 if applicable)                                      
                                            4,000,000                 Unquoted          options
                                                                      exercisable  at   A$0.125
                                                                      on  or  before  14  April
                                                                      2015
                                                                      
                                            5,000,000                 Unquoted          options
                                                                      exercisable  at  3  pence
                                                                      on  or before 14 February
                                                                      2015
                                                                      
                                            135,578,714               Unquoted          options
                                                                      exercisable at 0.5  pence
                                                                      on  or  before 14 October
                                                                      2016
                                                                      
                                            164,062,500               Unquoted          options
                                                                      exercisable at 0.4  pence
                                                                      on  or  before 21 October
                                                                      2019
                                                                      
                                            1                         Unlisted      convertible
                                                                      debt     security     for
                                                                      £481,250  convertible  on
                                                                      or before 9 January 2016
                                            
 10     Dividend policy (in the case of a   
        trust,  distribution  policy)  on
        the increased capital (interests)


Part 2 - Pro rata issue

 11     Is    security   holder   approval   
        required?
        
                                             
 12     Is  the issue renounceable or non-   
        renounceable?
                                             
 13     Ratio  in  which  the  +securities   
        will be offered
                                             
 14     +Class of +securities to which the   
        offer relates
                                             
 15     +Record    date    to    determine   
        entitlements                         
                                             
 16     Will    holdings   on    different   
        registers  (or  subregisters)   be
        aggregated     for     calculating
        entitlements?
                                             
 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   offer
        documents
        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   
        commission
                                             
 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 offer documents 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
        holders
                                             
 28     Date rights trading will begin (if   
        applicable)
                                             
 29     Date  rights trading will end  (if   
        applicable)
        
        
                                             
 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     +Issue 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)    X     +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
              securities

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  Not applicable
        +quotation is sought
        
                                             
39      +Class  of  +securities  for  which  Not applicable
        quotation is sought
        
                                             
40      Do  the +securities rank equally in  Not applicable
        all  respects from the +issue  date
        with  an existing +class of  quoted
        +securities?
        
        If  the  additional +securities  do
        not rank equally, please state:
        *          the date from which they
           do
        *          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  Not applicable
        now
        Example:  In the case of restricted
        securities,   end  of   restriction
        period
        
        (if   issued  upon  conversion   of
        another +security, clearly identify
        that other +security)

                                             
                                             Number                     +Class
42      Number    and   +class    of    all  Not applicable             
        +securities    quoted    on     ASX
        (including   the   +securities   in
        clause 38)
        
        
        



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
                 quoted.
        
                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  is  not  available now, we 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:  ....14/   10/  2014.......
                    (Director/Company secretary)

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

                                            == == == == ==
                                                   
                                       Appendix 3B - Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities
Introduced 01/08/12  Amended 04/03/13

Part 1

                           Rule 7.1 - Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placement capacity is calculated

Insert number of fully paid +ordinary            1,061,620,311
securities on issue 12 months before the +issue
date or date of agreement to issue

Add the following:                               184,875,000 shares on 31 October 2013
*  Number of fully paid +ordinary securities     170,000,000 shares on 5 March 2014
   issued in that 12 month period under an       271,157,428 shares on 14 October 2014
   exception in rule 7.2
*  Number of fully paid +ordinary securities
   issued in that 12 month period with
   shareholder approval
*  Number of partly paid +ordinary securities
   that became fully paid in that 12 month
   period
Note:
*  Include only ordinary securities here -
   other classes of equity securities cannot
   be added
*  Include here (if applicable) the securities
   the subject of the Appendix 3B to which
   this form is annexed
*  It may be useful to set out issues of
   securities on different dates as separate
   line items

Subtract the number of fully paid +ordinary      Nil
securities cancelled during that 12 month
period
"A"                                              1,687,652,739

Step 2: Calculate 15% of "A"
"B"                                              0.15
                                                 [Note: this value cannot be changed]
Multiply "A" by 0.15                             253,147,910
Step 3: Calculate "C", the amount of placement 
capacity under rule 7.1 that has already 
been used
Insert number of +equity securities issued or    Nil
agreed to be issued in that 12 month period not
counting those issued:
*  Under an exception in rule 7.2
*  Under rule 7.1A
*  With security holder approval under rule
   7.1 or rule 7.4
Note:
*  This applies to equity securities, unless
   specifically excluded - not just ordinary
   securities
*  Include here (if applicable) the securities
   the subject of the Appendix 3B to which
   this form is annexed
*  It may be useful to set out issues of
   securities on different dates as separate
   line items
"C"                                              Nil
Step 4: Subtract "C" from ["A" x "B"] to 
calculate remaining placement capacity 
under rule 7.1
"A" x 0.15                                       253,147,910
Note: number must be same as shown in Step 2
Subtract "C"                                     0
Note: number must be same as shown in Step 3
Total ["A" x 0.15] - "C"                         253,147,910
                                                 [Note: this is the remaining placement capacity
                                                 under rule 7.1]

Part 2

                 Rule 7.1A - Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placement capacity is calculated
"A"                                                        Not applicable
Note: number must be same as shown in Step 1 of
Part 1
Step 2: Calculate 10% of "A"
"D"                                              0.10
                                                 Note: this value cannot be changed
Multiply "A" by 0.10                             
Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that has already been
used
Insert number of +equity securities issued or    
agreed to be issued in that 12 month period
under rule 7.1A
Notes:
*  This applies to equity securities - not
   just ordinary securities
*  Include here - if applicable - the
   securities the subject of the Appendix 3B
   to which this form is annexed
*  Do not include equity securities issued
   under rule 7.1 (they must be dealt with in
   Part 1), or for which specific security
   holder approval has been obtained
*  It may be useful to set out issues of
   securities on different dates as separate
   line items
"E"                                              

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A
"A" x 0.10                                                 
Note: number must be same as shown in Step 2
Subtract "E"                                               
Note: number must be same as shown in Step 3
Total ["A" x 0.10] - "E"                         
                                                 Note: this is the remaining placement capacity
                                                 under rule 7.1A



Contact Information

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