Forte Energy NL
LSE : FTE

October 27, 2014 04:02 ET

Notice of AGM

                                                            
                                                          - 1 -

                                                     Forte Energy NL
                                                            
                                                     ACN 009 087 852
                                                            



                                            NOTICE OF ANNUAL GENERAL MEETING


 The Annual General Meeting of Forte Energy NL will be held at Level 1, 330 Churchill Avenue, Subiaco, Western Australia
                                     on Wednesday, 26 November 2014 at 9:00am (WST).
                                                            





This Notice and the accompanying Explanatory Memorandum should be read in its entirety.  If Shareholders are in doubt as
to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to
voting.

Should  you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on +  61  08
9322 4071.





               Shareholders are urged to attend or vote by lodging the Proxy Form attached to the Notice.






FORTE ENERGY NL
                                                            
ACN 009 087 852


NOTICE OF ANNUAL GENERAL MEETING

Notice  is  hereby given that the annual general meeting of shareholders of Forte Energy NL (Company) will  be  held  at
Level 1, 330 Churchill Avenue, Subiaco Western Australia on Wednesday, 26 November 2014 at 9:00am (WST) (Meeting).

The  Explanatory Memorandum provides additional information on matters to be considered at the Meeting.  The Explanatory
Memorandum and the Proxy Form form part of this Notice.

The  Directors  have determined pursuant to regulations 7.11.37 and 7.11.38 of the Corporations Regulations  2001  (Cth)
that  the  persons eligible to vote at the Meeting are those who are registered as Shareholders on Monday,  24  November
2014 at 5:00pm (WST).

Terms and abbreviations used in this Notice and the Explanatory Memorandum are defined in Schedule 1.

AGENDA

1.        Annual Report
          
          To  consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June
          2014, which includes the Financial Report, the Directors' Report and the Auditor's Report.

2.        Resolution 1 - Adoption of Remuneration Report
          
          To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
          
          "That,  pursuant to and in accordance with section 250R(2) of the Corporations Act and for all other purposes,
          approval  is given by the Shareholders for the adoption of the Remuneration Report on the terms and conditions
          in the Explanatory Memorandum."
          
          Voting Exclusion
          
          A vote on this Resolution must not be cast:
          
          (a)       by or on behalf of a member of the Key Management Personnel whose remuneration details are included
                    in the Remuneration Report, or a Closely Related Party of such member, regardless of the capacity
                    in which the vote is cast; or
          
          (b)       by a person appointed as a proxy, where that person is either a member of the Key Management 
                    Personnel or a Closely Related Party of such member.
          
          However,  a  vote  may be cast by such persons if the vote is not cast on behalf of a person who  is  excluded
          from voting on this Resolution, and:
          
          (a)       the person is appointed as a proxy that specifies the way the proxy is to vote on this Resolution;  
                    or
          
          (b)       the person is the Chairperson and the appointment of the Chairperson as proxy does not specify the
                    way the proxy is to vote on this Resolution, but expressly authorises the Chairperson to exercise 
                    the proxy even if this Resolution is connected with the remuneration of a member of the Key 
                    Management Personnel.

3.        Resolution 2 - Re-election of Director - Mr James Leahy
          
          To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
          
          "That,  pursuant  to  and in accordance with Rule 9.1(e) of the Constitution and for all  other  purposes,  Mr
          James  Leahy, Director, retires and being eligible pursuant to Rule 9.1(h) of the Constitution, is  re-elected
          as a Director on the terms and conditions in the Explanatory Memorandum."

4.        Resolution 3 - Ratification of Issue of Shares to Darwin Strategic Limited
          
          To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
          
          "That,  pursuant  to  and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders  ratify
          the  issue  of  192,307,692 Shares to Darwin Strategic Limited on the terms and conditions in the  Explanatory
          Memorandum."
          
          Voting Exclusion
          
          The Company will disregard any votes cast on this Resolution by Darwin and any of Darwin's associates.
          
          The Company will not disregard a vote if:
          
          (a)       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
          (b)       it is cast by the Chairperson 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 - Ratification of Grant of Warrants to Darwin Strategic Limited
          
          To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
          
          "That,  pursuant  to  and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders  ratify
          the  grant  of 60,692,308 Warrants to Darwin Strategic Limited on the terms and conditions in the  Explanatory
          Memorandum."
          
          Voting Exclusion
          
          The Company will disregard any votes cast on this Resolution by Darwin and any of Darwin's associates.
          
          The Company will not disregard a vote if:
          
          (a)       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
          
          (b)       it is cast by the Chairperson 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.





BY ORDER OF THE BOARD




Murray Wylie
Company Secretary

Dated: 23 October 2014







FORTE ENERGY NL
ACN 009 087 852


EXPLANATORY MEMORANDUM


1.        Introduction
          
          This  Explanatory  Memorandum has been prepared for the information of Shareholders  in  connection  with  the
          business  to  be  conducted  at  the  Meeting to be held at Level 1, 300 Churchill  Avenue,  Subiaco,  Western
          Australia on Wednesday, 26 November 2014 at 9:00am (WST).
          
          This  Explanatory Memorandum forms part of the Notice which should be read in its entirety.  This  Explanatory
          Memorandum contains the terms and conditions on which the Resolutions will be voted.
          
          This  Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote
          on the Resolutions:
          
           Section 2:            Action to be taken by Shareholders
           Section 3:            Annual Report
           Section 4:            Resolution 1 - Adoption of Remuneration Report
           Section 5:            Resolution 2 - Re-election of Director - Mr James Leahy
           Section 6:            Resolution  3  -  Ratification  of Issue of  Shares  to  Darwin  Strategic
                                 Limited
           Section 7:            Resolution  4  -  Ratification of Grant of Warrants  to  Darwin  Strategic
                                 Limited
           Schedule 1:           Definitions
           Schedule 2:           Summary of Terms and Conditions of Warrants
          
          A Proxy Form is located at the end of the Notice.

2.        Action to be taken by Shareholders
          
          Shareholders  should read the Notice including this Explanatory Memorandum carefully before  deciding  how  to
          vote on the Resolutions.

2.1       Proxies
          
          A  Proxy  Form  is  attached to the Notice.  This is to be used by Shareholders if  they  wish  to  appoint  a
          representative (a 'proxy') to vote in their place.  All Shareholders are invited and encouraged to attend  the
          Meeting  or,  if  they  are  unable to attend in person, sign and return the Proxy  Form  to  the  Company  in
          accordance with the instructions set out in the Proxy Form.  Returning the Proxy Form to the Company will  not
          preclude  a Shareholder from attending or (subject to the voting exclusions set out in the Notice)  voting  at
          the Meeting in person.
          
          Please note that:
          
          (a)       a Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy;
          
          (b)       a proxy need not be a Shareholder; and
          
          (c)       a Shareholder entitled to cast two or more votes may appoint two proxies and may specify the 
                    proportion or number of votes each proxy is appointed to exercise.  Where the proportion or number 
                    is not specified, each proxy may exercise half of the votes.
          
          Proxy  Forms must be received by the Company no later than 9:00am (WST) on Monday, 24 November 2014, being  at
          least 48 hours before the Meeting
          
          The Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

2.2       Form of Instruction and CREST - Depositary Interests
          
          Depository  Interest  Holders are not entitled to vote at the Meeting. In order to  have  votes  cast  at  the
          Meeting  on  their behalf, Depository Interest Holders must complete, sign and return the Form of  Instruction
          enclosed with this Notice to the Company's agent, Computershare UK, no later than 9:00am (UK time) on  Friday,
          21 November 2014.
          
          Depository  Interest Holders in CREST may transmit voting instructions by utilising the CREST  voting  service
          in  accordance  with  the  procedures described in the CREST Manual.  CREST personal members  or  other  CREST
          sponsored  members,  and  those CREST members who have appointed a voting service provider,  should  refer  to
          their CREST sponsor or voting service provider, who will be able to take appropriate action on their behalf.
          
          In  order  for instructions made using the CREST voting service to be valid, the appropriate CREST message  (a
          CREST  Voting  Instruction) must be properly authenticated in accordance with Euroclear's  specifications  and
          must  contain the information required for such instructions, as described in the CREST Manual (available  via
          www.euroclear.com/CREST).
          
          To  be effective, the CREST Voting Instruction must be transmitted so as to be received by the Company's agent
          (3RA50) no later 9:00am (UK time) on Friday, 21 November 2014.  For this purpose, the time of receipt will  be
          taken  to  be  the time (as determined by the timestamp applied to the CREST Voting Instruction by  the  CREST
          applications host) from which the Company's agent is able to retrieve the CREST Voting Instruction by  enquiry
          to  CREST  in  the  manner prescribed by CREST.  Depository Interest Holders in CREST and,  where  applicable,
          their  CREST  sponsors or voting service providers should note that Euroclear does not make available  special
          procedures  in CREST for any particular messages.  Normal system timings and limitations will therefore  apply
          in  relation  to  the transmission of CREST Voting Instructions. It is the responsibility  of  the  Depository
          Interest  Holder  concerned  to take (or, if the Depositary Interest Holder is  a  CREST  personal  member  or
          sponsored  member  or  has appointed a voting service provider, to procure that the CREST  sponsor  or  voting
          service  provider  takes)  such  action as shall be necessary to ensure that a  CREST  Voting  Instruction  is
          transmitted  by  means  of  the CREST voting service by any particular time.  In this  connection,  Depository
          Interest  Holders  and, where applicable, their CREST sponsors or voting service providers  are  referred,  in
          particular,  to  those sections of the CREST Manual concerning practical limitations of the CREST  system  and
          timings.
2.3       Voting Prohibition by Proxy Holders (Remuneration of Key Management Personnel)
          
          A vote on Resolution 1 must not be cast:
          
          (a)       by or on behalf of a member of the Key Management Personnel whose remuneration details are included 
                    in the Remuneration Report, or a Closely Related Party of such member, regardless of the capacity 
                    in which the vote is cast; or
          
          (b)       by a person appointed as a proxy, where that person is either a member of the Key Management 
                    Personnel or a Closely Related Party of such member.
          
          However,  a  vote  may be cast by such persons if the vote is not cast on behalf of a person who  is  excluded
          from voting on Resolution 1, and:
          
          (a)       the person is appointed as a proxy that specifies the way the proxy is to vote on Resolution 1; or
          
          (b)       the person is the Chairperson and the appointment of the Chairperson as proxy does not specify the 
                    way the proxy is to vote on Resolution 1, but expressly authorises the Chairperson to exercise the 
                    proxy even if Resolution 1 is connected with the remuneration of a member of the Key Management 
                    Personnel.

3.        Annual Report
          
          In  accordance  with  section  317 of the Corporations Act, Shareholders will be offered  the  opportunity  to
          discuss the Annual Report, including the Financial Report, the Directors' Report and the Auditor's Report  for
          the financial year ended 30 June 2014.
          
          There is no requirement for Shareholders to approve the Annual Report.
          
          At the Meeting, Shareholders will be offered the opportunity to:
          
          (a)       discuss the Annual Report which is available online at http://www.forteenergy.com.au;
          
          (b)       ask questions about, or comment on, the management of the Company; and
          (c)       ask the Auditor questions about the conduct of the audit and the preparation and contents of the 
                    Auditor's Report.
          
          In  addition to taking questions at the Meeting, written questions to the Chairperson about the management  of
          the Company, or to the Auditor about:
          
          (a)       the preparation and contents 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.

4.        Resolution 1 - Remuneration Report
          In  accordance with section 250R(2) of the Corporations Act, the Company must put the Remuneration  Report  to
          the vote of Shareholders.  The Directors' Report contains the Remuneration Report which sets out:
          
          (a)       the Company's remuneration policy; and
          (b)       the remuneration arrangements in place for the executive Directors, specified executives and 
                    non-executive Directors.
          
          In  accordance with section 250R(3) of the Corporations Act, Resolution 1 is advisory only and does  not  bind
          the  Directors.   If  Resolution  1 is not passed, the Directors will not be required  to  alter  any  of  the
          arrangements in the Remuneration Report.
          
          Pursuant to the Corporations Act, Shareholders will have the opportunity to remove the whole Board except  the
          Managing  Director if the Remuneration Report receives a 'no' vote of 25% or more (Strike) at two  consecutive
          annual general meetings.
          
          If  a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings,  the
          Company  will be required to put to Shareholders at the second annual general meeting, a resolution on whether
          another meeting should be held (within 90 days) at which all Directors (other than the Managing Director)  who
          were in office at the date of approval of the applicable Directors' Report must stand for re-election.
          
          The  Company's Remuneration Report did not receive a Strike at the Company's 2013 annual general meeting.   If
          the  Remuneration  Report receives a Strike at the Meeting, Shareholders should be  aware  that  if  a  second
          Strike  is  received at the Company's 2015 annual general meeting, this may result in the re-election  of  the
          Board.
          The  Chairperson  will  allow  a reasonable opportunity for Shareholders as a whole  to  ask  about,  or  make
          comments on the Remuneration Report.
          
          Resolution 1 is an ordinary Resolution.
          
          The Chairperson intends to exercise all available proxies in favour of Resolution 1.
          
          If  the  Chairperson is appointed as your proxy and you have not specified the way the Chairperson is to  vote
          on  Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chairperson
          with  an  express  authorisation for the Chairperson to vote the proxy in accordance  with  the  Chairperson's
          intention,  even though the Resolution is connected directly or indirectly with the remuneration of  a  member
          of the Key Management Personnel.

5.        Resolution 2 - Re-election of Director - Mr James Leahy
          
          Rule  9.1(e)  of  the Constitution requires that one third of the Directors must retire at each  AGM  (rounded
          down to the nearest whole number).
          
          Rule 9.1(h) of the Constitution provides that a Director who retires under Rule 6.3(c) of the Constitution  is
          eligible for re-election.
          
          Resolution 2 therefore provides that Mr James Leahy retires by rotation and seeks re-election as a Director.
          
          Details of Mr James Leahy's qualifications and experience are set out in the Annual Report.
          
          Resolution 2 is an ordinary resolution.
          
          The Chairperson intends to exercise all available proxies in favour of Resolution 2.
          
          The Board (excluding Mr James Leahy) unanimously supports the re-election of Mr James Leahy as a Director.

6.        Resolution 3 - Ratification of Issue of Shares to Darwin Strategic Limited

6.1       Background
          
          On 14 October 2014, the Company and Darwin entered into a transaction agreement relating to:
          
          (a)       the subscription by Darwin of the Shares in exchange for redeemable subscription notes to be issued 
                    by Darwin; and
          
          (b)       the issue of Warrants,
          
          (such agreement, the Transaction Agreement).
          
          On 14 October 2014, pursuant to the Transaction Agreement:
          
          (a)       the Company and Darwin entered into a subscription agreement pursuant to which Darwin subscribed 
                    for and the Company issued to Darwin, 192,307,692 Shares at £0.0026 per Share in exchange for the 
                    issue by Darwin to the Company 500,000 redeemable subscription notes of £1.00 each (Darwin Notes); 
                    and
          
          (b)       the Company and Darwin entered into a warrant deed pursuant to which the Company granted 60,692,308 
                    Warrants to Darwin.
          
          Refer to the Company's announcement of 14 October 2014 for further details.
          
          Material terms of the Darwin Notes are as follows:
          
          (a)       the Darwin Notes rank equally with all other unsecured obligations of Darwin for the due and 
                    punctual payment of the principal in respect of them;
          
          (b)       the Company may at any time on or before the third anniversary of the Admission Date, provide 
                    Darwin with written notice (Swap Notice) requiring the Company to sell a specified number of Shares 
                    (the subject of Resolution 3) at a price not less than the minimum price stated in the Swap Notice;
          (c)       the number of Shares subject to a Swap Notice must not be less than 4,000,000 unless Darwin holds 
                    less than 4,000,000 Shares at the relevant time, in which case all of the remaining Shares held by 
                    Darwin must be subject to the one Swap Notice;
          
          (d)       Darwin undertakes that it will only sell the Shares (the subject to Resolution 3) on commercially 
                    reasonable arms' length terms taking into account the then prevailing market price of the Shares;
          
          (e)       in respect to Shares sold pursuant to a Swap Notice, Darwin will redeem a portion of the 
                    outstanding amount of the Darwin Notes equal to the Redemption Amount by payment to the Company of 
                    an amount equal to the MSP; and
          
          (f)       in the event that Darwin holds any Shares (the subject of Resolution 3) after the third anniversary
                    of the Admission Date, Darwin will use reasonable endeavours to sell such Shares on or before the 
                    expiry of the Extraordinary Settlement Period.

6.2       Listing Rule 7.1 and Listing Rule 7.4
          
          In  accordance with Listing Rule 7.1, the Company must not, subject to specified exceptions, issue or agree to
          issue  more securities during any 12 month period than that amount which represents 15% of the number of fully
          paid ordinary securities on issue at the commencement of that 12 month period.
          
          Listing  Rule  7.4 provides that where a company in general meeting ratifies the previous issue of  securities
          made  pursuant  to  Listing Rule 7.1 (and provided that the previous issue did not breach  Listing  Rule  7.1)
          those  securities will be deemed to have been made with Shareholder approval for the purpose of  Listing  Rule
          7.1.
          
          The  effect of passing Resolution 3 will be to allow the Company to issue securities in the future up  to  the
          15% annual placement capacity set out in Listing Rule 7.1, without obtaining prior Shareholder approval.
          
          Resolution 3 is an ordinary resolution.
          
          The Chairperson intends to exercise all available proxies in favour of Resolution 3.

6.3       Specific information required by Listing Rule 7.5
          
          In  accordance  with Listing Rule 7.5, the following information is provided in relation to the Shares  issued
          to Darwin:
          
          (a)       The Company issued 192,307,692 Shares to Darwin on 14 October 2014.
          
          (b)       The Shares were issued to Darwin at £0.0026 per Share (approximately A$0.0047 per Share based on 
                    GBP/AUD of 1.8219 on 16 October 2014) for a total consideration of approximately £500,000 (before 
                    costs) in exchange for the Darwin Notes.
          
          (c)       The Shares issued to Darwin were all fully paid ordinary shares in the capital of the Company and 
                    were issued on the same terms and conditions as the Company's existing Shares.
          (d)       No funds were raised by the issue of the Shares to Darwin as they were issued in exchange for the 
                    Darwin Notes.
          
          (e)       Darwin is not a related party or an associate of a related party of the Company.
          
          (f)       A voting exclusion statement is included in the Notice for Resolution 3.

6.4       Directors Recommendation
          
          The Directors unanimously recommend that Shareholders vote in favour of Resolution 3.

7.        Resolution 4 - Ratification of Grant of Warrants to Darwin Strategic Limited

7.1       Background
          
          Refer to Section 6.1.

7.2       Listing Rule 7.1 and Listing Rule 7.4
          
          In  accordance with Listing Rule 7.1, the Company must not, subject to specified exceptions, issue or agree to
          issue  more securities during any 12 month period than that amount which represents 15% of the number of fully
          paid ordinary securities on issue at the commencement of that 12 month period.
          
          Listing  Rule  7.4 provides that where a company in general meeting ratifies the previous issue of  securities
          made  pursuant  to  Listing Rule 7.1 (and provided that the previous issue did not breach  Listing  Rule  7.1)
          those  securities will be deemed to have been made with Shareholder approval for the purpose of  Listing  Rule
          7.1.
          
          The  effect of passing Resolution 4 will be to allow the Company to issue securities in the future up  to  the
          15% annual placement capacity set out in Listing Rule 7.1, without obtaining prior Shareholder approval.
          
          Resolution 4 is an ordinary resolution.
          
          The Chairperson intends to exercise all available proxies in favour of Resolution 4.

7.3       Specific information required by Listing Rule 7.5
          
          In  accordance with Listing Rule 7.5, the following information is provided in relation to the Warrants issued
          to Darwin:
          
          (a)       The Company granted 60,692,308 Warrants to Darwin on 14 October 2014.
          
          (b)       The Warrants were granted to Darwin for no cash consideration.
          
          (c)       The Warrants granted to Darwin are exercisable at £0.0032 each (approximately A$0.0058 per Share 
                    based on GBP/AUD of 1.8219 on 16 October 2014) and otherwise on the terms and conditions set out in 
                    Schedule 2.

          (d)       No funds were raised by the grant of the Warrants to Darwin as they are granted for no cash 
                    consideration.
          
          (e)       Darwin is not a related party or an associate of a related party of the Company.
          
          (f)       A voting exclusion statement is included in the Notice for Resolution 4.

7.4       Directors Recommendation
          
          The Directors unanimously recommend that Shareholders vote in favour of Resolution 4.
          
          
          
          
          
          
          
          
                                                Schedule 1 - Definitions

In the Notice and this Explanatory Memorandum, words importing the singular include the plural and vice versa.

$ means Australian Dollars.

Admission Date means 17 October 2014, being the date on which the Shares issued to Darwin, the subject of Resolution  3,
were admitted to trade on AIM

AIM means the Alternative Investment Market operated by the London Stock Exchange.

Annual  Report means the Directors' Report, the Financial Report, and Auditor's Report, in respect to the year ended  30
June 2014.

ASX means the ASX Limited ABN 98 008 624 691 and where the context requires, the Australian Securities Exchange operated
by ASX Limited.

Auditor means the Company's auditor from time to time, at the date of the Notice, being EY.

Auditor's Report means the Auditor's report on the Financial Report.

Board means the board of Directors of the Company.

Chairperson means the person appointed to chair the Meeting convened by the Notice.

Closely Related Party means in relation to a member of a Key Management Personnel:

(a)       a spouse or child of the member; or

(b)       has the meaning given in section 9 of the Corporations Act.

Company means Forte Energy NL ACN 009 087 852.

Constitution means the constitution of the Company as at the commencement of the Meeting.

Corporations Act means the Corporations Act 2001 (Cth).

CREST  means the UK's system for paperless settlement of trade and the holding of uncertificated securities administered
by Euroclear UK & Ireland Limited.

CREST Voting Instruction has the meaning given to that term in Section 2.2.

Darwin means Darwin Strategic Limited, a company registered in England and Wales under number 07069758.

Darwin Notes has the meaning given to that term in Section 6.1.

Depository means Computershare Investor Service PLC.

Depository Interest Holders means the holders of Depository Interests.

Depository  Interests means the depository interests issued by the Depository representing the Shares on  a  one-for-one
basis.

Director means a director of the Company.

Directors'  Report means the annual directors' report prepared under Chapter 2M of the Corporations Act for the  Company
and its controlled entities.

Explanatory Memorandum means this explanatory memorandum which forms part of the Notice.

Extraordinary  Settlement  Period           means  a period that is "X" Trading  Days  commencing  on  the  Trading  Day
immediately following the third anniversary of the Admission Date, with "X":

(a)       calculated  by  the  number of Shares (the subject of Resolution 3) held by Darwin on the  day  following  the
          third anniversary of the Admission Date (if any) multiplied by 5 and then divided by the 6 month average 
          daily volume of Shares traded on AIM on the third anniversary of the Admission Date as calculated by 
          reference to information reported by Bloomberg (save that such average may not be less than 1); or

(b)       being a period that the Company and Darwin may otherwise agree.

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company and
its controlled entities.

Form of Instruction means the voting form for Depository Interest Holders.

IMP means £0.0027.

Key  Management Personnel means persons having authority and responsibility for planning, directing and controlling  the
activities  of  the  Company, directly or indirectly, including any Director (whether executive  or  otherwise)  of  the
Company.

Listing Rules means the listing rules of ASX.

Managing Director means the managing director of the Company.

Meeting has the meaning given to that term in the introductory paragraph of the Notice.

MSP  means the aggregate net sale price of Shares sold pursuant to a Swap Notice, which will be final and binding on the
Company in the absence of manifest error.

Notice means the notice of the Meeting and includes the agenda, this Explanatory Memorandum and the Proxy Form.

Proxy Form means the proxy form attached to the Notice.

Redemption Amount means the number of Shares sold pursuant to a Swap Notice multiplied by IMP.

Remuneration Report means the remuneration report of the Company contained in the Directors' Report.

Resolution means a resolution in the Notice.

Schedule means a schedule to this Explanatory Memorandum.

Section means a section of this Explanatory Memorandum.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

Strike has the meaning given to that term in Section 4.

Swap Notice has the meaning given to that term in Section 6.1.

Trading Day means any day on which the Shares are traded on AIM except any day on which:

(a)       the Shares are scheduled to trade for less than 4.5 hours; or
(b)       trading of the Shares is suspended during the final hour of trading.

Transaction Agreement has the meaning given to that term in Section 6.1.

Warrant means an unlisted warrant over a Share, the key principal terms of which are detailed in Schedule 2.

WST means Western Standard Time, being the time in Perth, Western Australia.






                                Schedule 2 - Summary of Terms and Conditions of Warrants


Summary of the key principal terms of the Warrants issued to Darwin are as follows:

Number of Warrants   60,692,308
Premium              Nil
Amount Raised        Nil
Warrant Shares       60,692,308 fully paid ordinary shares in the Company which will rank equally with  the
                     Company's ordinary shares on issue
Warrant Price        £0.0032 per share
Expiry Date          Period  commencing  on  the Admission Date and ending on the 5th  anniversary  of  the
                     Admission Date.
                     
                     Any Warrant not exercised by the Expiry Date will lapse.
Exercise Period      At  any time before the Expiry Date in respect of all or any of the Warrant Shares  by
                     not less than 5 Trading Days' written notice to the Company.
                     
                     In  the  event  that the holder exercises a Warrant in respect of  only  some  of  the
                     Warrant  Shares,  the  holder will have the right to exercise  the  Warrant  over  any
                     remaining Warrant Shares at any time before the Expiry Date.
Quotation            The Warrants will not be quoted on ASX or any other stock exchange.
                     
                     The  Company will, on the business day upon which any Warrant Shares are issued, apply
                     to  the  London Stock Exchange plc for those Warrant Shares to be admitted to  trading
                     on AIM.
Adjustments          If  during  the  Exercise  Period,  by reason of  any  consolidation  or  other  share
                     reorganisation, there is a change in the number of Shares issued (Reorganisation):

                         *         the Warrant Price must be adjusted by the following formula:
                              
                     Warrant Price
                     pre-Reorganisation     X     # Shares pre-Reorganisation                     
                                                  -------------------------------
                                                  # Shares post-Reorganisation
                     
                              
                         *          the number of Warrant Shares pre-Reorganisation must be adjusted by the
                                    following formula:
                              
                     Warrant Shares
                     pre-Reorganisation     X     # Shares post-Reorganisation                     
                                                  --------------------------------
                                                  # Shares pre-Reorganisation
                     
                                                                
                     In  the  event of any reconstruction (including consolidation, sub-division, reduction
                     or  return)  of  the issued capital of the Company, all rights of the  Warrant  holder
                     will  be changed to the extent necessary to comply with the Listing Rules applying  to
                     the reconstruction of capital at the time of the reconstruction.
                     
                     If  the  Company  makes  a bonus issue of Shares or other securities  to  Shareholders
                     (other  than  an issue in lieu or in satisfaction of dividends or by way  of  dividend
                     reinvestment):
                     
                         *    the number of Warrant Shares which must be issued on the exercise of  a
                              Warrant will be increased by the number of Shares which the holder would have
                              received if the holder had exercised the Warrant before the record date for the bonus
                              issue; and
                              
                         *    no change will be made to the Warrant Price.
                     
                     If  the Company makes an issue of Shares pro rata to Shareholders (other than an issue
                     in  lieu  of  in  satisfaction  of dividends or by way of dividend  reinvestment)  the
                     Warrant Price will be reduced according to the following formula:
                     
                     New Exercise Price =          O -  E [P - (S + D)]
                                                   ---------------------------       
                                                           N+1
                     
                     O    =    the old Warrant Price.
                     
                                E    =    the number of underlying Shares into which one Warrant is exercisable.
                     
                                P    =    average market price per Share weighted by reference to volume of the
                                underlying Shares during the 5 trading days ending on the day before the ex
                                rights date or ex entitlements date.
                     
                     S    =    the subscription price of a Share under the pro rata  issue.
                     
                                D    =    the dividend due but not yet paid on the existing underlying Shares (except
                                those to be issued under the pro rata issue).
                     
                                N    =    the number of Shares with rights or entitlements that must be held to
                                receive a right to one new Share.
Assignment           The  holder is entitled to transfer, assign, charge and otherwise encumber  a  Warrant
                     provided the holder gives the Company prior written notice.
Governing Law        The Warrant is governed by the laws of England and Wales.

                                                            
                                              Page Left Intentionally Blank




FORTE ENERGY NL
ACN 009 087 852

P R O X Y   F O R M
The Company Secretary
Forte Energy NL

By delivery:                                      By post:                      By facsimile:
Suite 3, Level 3, 1292 Hay Street                 GPO Box 2870                  +61 8 9322 4073
WEST PERTH  WA  6005                              PERTH  WA  6872

Name of Shareholder:    
                        
                        
Address of              
Shareholder:            
                        
Number of Shares        
entitled to vote:
Please mark  to indicate your directions.  Further instructions are provided overleaf.

Proxy  appointments will only be valid and accepted by the Company if they are made and received no later than 48  hours
before the Meeting.
Step 1 - Appoint a Proxy to Vote on Your Behalf

I/we being Shareholder/s of the Company hereby appoint:

The Chairperson               OR  if you are NOT appointing the Chairperson  as   
(mark box)                    your  proxy, please write the name of the  person   
                              or   body  corporate  (excluding  the  registered
                              shareholder) you are appointing as your proxy

or  failing the individual or body corporate named, or if no individual or body corporate is named, the Chairperson,  as
my/our  proxy  to  act generally at the Meeting on my/our behalf to be held at Level 1, 300 Churchill  Avenue,  Subiaco,
Western Australia on Wednesday, 26 November 2014 at 9:00am (WST) and to vote in accordance with the following directions
(or  if no directions have been given, as the proxy sees fit, except for Resolution 1).  If 2 proxies are appointed, the
proportion  or  number of votes that this proxy is authorised to exercise is [                   ]% of the Shareholder's
votes  / [                 ] of the Shareholder's votes.  (An additional Proxy Form will be supplied by the Company,  on
request).

Important - If the Chairperson is your proxy or is appointed your proxy by default
The Chairperson intends to vote all available proxies in favour of Resolution 1.  If the Chairperson is your proxy or is
appointed  your proxy by default, unless you indicate otherwise by ticking either the 'for', 'against' or 'abstain'  box
in  relation  to  Resolution  1,  you will be expressly authorising the Chairperson  to  vote  in  accordance  with  the
Chairperson's  voting  intentions  on Resolution 1 even if Resolution 1 is connected directly  or  indirectly  with  the
remuneration of a member of Key Management Personnel.
Step 2 - Instructions as to Voting on Resolutions

INSTRUCTIONS AS TO VOTING ON RESOLUTIONS
The proxy is to vote for or against the Resolutions referred to in the Notice as follows:
                                                                                        For        Against      Abstain*
Resolution 1         Adoption of Remuneration Report                                                           

Resolution 2         Re-election of Director - Mr James Leahy                                                  

Resolution 3         Ratification of Issue of Shares to Darwin Strategic Limited                               

Resolution 4         Ratification of Grant of Warrants to Darwin Strategic Limited                             

*  If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a
show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

Authorised  signature/s        This section must be signed in accordance with the instructions overleaf to  enable  your
voting instructions to be implemented.

The Chairperson intends to vote all available proxies in favour of each Resolution.

Individual or Shareholder 1              Shareholder 2                            Shareholder 3
                                                                           
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
Sole Director and Sole Company           Director                                 Director/Company Secretary
Secretary

__________________________              ____________________________             ________________________________
Contact Name                            Contact Daytime Telephone                Date




Proxy Notes:

A  Shareholder  entitled  to attend and vote at the Meeting may appoint a natural person as the Shareholder's  proxy  to
attend  and  vote for the Shareholder at that Meeting.  If the Shareholder is entitled to cast 2 or more  votes  at  the
Meeting  the  Shareholder may appoint not more than 2 proxies.  Where the Shareholder appoints more than one  proxy  the
Shareholder  may specify the proportion or number of votes each proxy is appointed to exercise.  If such  proportion  or
number of votes is not specified each proxy may exercise half of the Shareholder's votes.  A proxy may, but need not be,
a Shareholder of the Company.

If  a  Shareholder appoints a body corporate as the Shareholder's proxy to attend and vote for the Shareholder  at  that
Meeting,  the representative of the body corporate to attend the Meeting must produce the Certificate of Appointment  of
Representative prior to admission. A form of the certificate may be obtained from the Company's share registry.

You must sign this form as follows in the spaces provided:

Joint Holding:           where the holding is in more than one name all of the holders must sign.

Power of Attorney:       if  signed  under  a Power of Attorney, you must have already lodged it with the  registry,  or
                         alternatively,  attach a certified photocopy of the Power of Attorney to this Proxy  Form  when
                         you return it.

Companies:               a  Director can sign jointly with another Director or a Company Secretary.  A sole Director who
                         is  also a sole Company Secretary can also sign.  Please indicate the office held by signing in
                         the appropriate space.

If  a  representative  of  the  corporation  is to attend the Meeting the appropriate  "Certificate  of  Appointment  of
Representative"  should be produced prior to admission.  A form of the certificate may be obtained  from  the  Company's
Share Registry.

Proxy  Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a  copy  or
facsimile  which  appears  on its face to be an authentic copy of the Proxy Form (and the power  of  attorney  or  other
authority) must be deposited at or received by facsimile transmission at the Perth office of the Company (Suite 3, Level
3,  1292  Hay Street, West Perth, WA, 6005, or by post to GPO Box 2870, Perth, WA, 6872 or Facsimile (08) 9322  4073  if
faxed from within Australia or +618 9322 4073 if faxed from outside Australia) not less than 48 hours prior to the  time
of commencement of the Meeting (WST).


Contact Information

  • Forte Energy NL