Forte Energy NL
LSE : FTE

October 01, 2013 03:52 ET

Notice of EGM

                                                Forte Energy NL
                                                       
                                                ACN 009 087 852
                                                       


                                                       
                                                       
                                           NOTICE OF GENERAL MEETING
                                                       


 A General Meeting of the Company will be held at Level 1, 330 Churchill Avenue, Subiaco, Western Australia on
                                  Thursday, 31 October 2013 at 11:00am (WST)
                                                       






















This  Notice  of  Meeting 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 by telephone on +61 8 9322
4071

                                                         
FORTE ENERGY NL

ACN 009 087 852


NOTICE OF GENERAL MEETING

Notice  is hereby given that a general meeting of shareholders of Forte Energy NL (Company) will be held at  Level
1, 330 Churchill Avenue, Subiaco, Western Australia on Thursday, 31 October 2013 at 11:00am (WST) (Meeting).

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

The  Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that  the
persons eligible to vote at the Meeting are those who are registered as Shareholders of the Company on Tuesday, 29
October 2013 at 9:00am (WST).

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

AGENDA

1.        Resolution 1 - Ratification of Tranche 1 Placement
          
          To  consider  and,  if thought fit, to pass with or without amendment, the following  resolution  as  an
          ordinary resolution:
          
          "That,  pursuant  to  and  in accordance with Listing Rule 7.4 and for all other purposes,  Shareholders
          ratify the issue of 42,000,000 Shares (Tranche 1 Shares) to sophisticated and professional investors  on
          the terms and conditions in the Explanatory Memorandum."
                
          Voting Exclusion
          
          The  Company will disregard any votes cast on this Resolution by a person who participated in the  issue
          of the Tranche 1 Shares and a person who might obtain a benefit, except a benefit solely in the capacity
          of a holder of ordinary securities, if the Resolution is passed, and any associates of that person.
          
          However, the Company will not disregard a vote if:
          
          (a)       it is cast by the person as proxy for a person who is entitled to vote, in accordance with 
                    directions on the Proxy Form; or
          
          (b)       it is cast by the Chair 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.

2.        Resolution 2 - Approval of Tranche 2 Placement
          
          To  consider  and,  if thought fit, to pass with or without amendment, the following  resolution  as  an
          ordinary resolution:
          
          "That,  pursuant  to  and  in accordance with Listing Rule 7.1 and for all other purposes,  Shareholders
          approve  the  issue  of  up to 175,000,000 Shares (Tranche 2 Shares) to sophisticated  and  professional
          investors on the terms and conditions in the Explanatory Memorandum."
          
          Voting Exclusion
          
          The  Company  will  disregard any votes cast on this Resolution by a person who may participate  in  the
          issue  of the Tranche 2 Shares and a person who might obtain a benefit, except a benefit solely  in  the
          capacity  of  a holder of ordinary securities, if the Resolution is passed, and any associates  of  that
          person.
          
          However, the Company need 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 directions 
                    on the Proxy Form; or
          (b)       it is cast by the Chair 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.

3.        Resolution 3 - Approval for Mr Mark Reilly to participate in the Tranche 2 Placement
          
          To  consider  and,  if thought fit, to pass with or without amendment, the following  resolution  as  an
          ordinary resolution:
          
          "That,  conditional on Resolution 2 being passed, pursuant to and in accordance with Listing Rule  10.11
          and for all other purposes, Shareholders approve the issue of 12,500,000 Shares to Mr Mark Reilly or his
          nominee as part of the Tranche 2 Placement on the terms and conditions in the Explanatory Memorandum."
          
          Voting Exclusion
          
          The  Company  will  disregard any votes cast on this Resolution by Mr Reilly or  his  nominee,  and  any
          associates of such a person.
          
          However, the Company need 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 directions 
                    on the Proxy Form; or
          (b)       it is cast by the Chair 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.

4.        Resolution 4 - Approval to issue SPP Shares
          
          To  consider  and,  if thought fit, to pass with or without amendment, the following  resolution  as  an
          ordinary resolution:
          
          "That,  pursuant  to  and  in accordance with Listing Rule 7.1 and for all other purposes,  Shareholders
          approve  the issue of up to 318,486,093 Shares pursuant to the Share Purchase Plan (SPP Shares)  on  the
          terms and conditions in the Explanatory Memorandum."

5.        Resolution 5 - Ratification of issue of Shares under Convertible Loan Facility
          
          To  consider  and,  if thought fit, to pass with or without amendment, the following  resolution  as  an
          ordinary resolution:
          
          "That,  pursuant  to  and  in accordance with Listing Rule 7.4 and for all other purposes,  Shareholders
          ratify  the  issue  of  54,683,146 Shares to Dutchess Opportunity Cayman Fund, Ltd,  on  the  terms  and
          conditions in the Explanatory Memorandum."
                
          Voting Exclusion
          
          The  Company will disregard any votes cast on this Resolution by Dutchess Opportunity Cayman  Fund,  Ltd
          and its associates.
          
          However, the Company will not disregard a vote if:
          
          (a)       it is cast by the person as proxy for a person who is entitled to vote, in accordance with 
                    directions on the Proxy Form; or
          
          (b)       it is cast by the Chair 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 6 - Ratification of issue of Shares under Equity Financing Facility
          
          To  consider  and,  if thought fit, to pass with or without amendment, the following  resolution  as  an
          ordinary resolution:
          
          "That,  pursuant  to  and  in accordance with Listing Rule 7.4 and for all other purposes,  Shareholders
          ratify  the issue of 29,250,000 Shares and 5,000,000 Options 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  Strategic  Limited  and  its
          associates.
          
          However, the Company will not disregard a vote if:
          
          (a)       it is cast by the person as proxy for a person who is entitled to vote, in accordance with 
                    directions on the Proxy Form; or
          
          (b)       it is cast by the Chair 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 27 September 2013



                                                         
FORTE ENERGY NL

ACN 009 087 852
                                                         

EXPLANATORY MEMORANDUM

1.        Introduction
          
          This  Explanatory  Memorandum has been prepared for the information of Shareholders of  the  Company  in
          connection with the business to be conducted at the Meeting to be held at Level 1, 330 Churchill Avenue,
          Subiaco, Western Australia on Thursday, 31 October 2013 at 11:00am (WST).
          
          This  Explanatory  Memorandum  should be read in conjunction with and forms  part  of  the  accompanying
          Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding
          whether or not to pass the Resolutions in the Notice.
          
          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:               Background
          Section 4:               Resolution 1 - Ratification of Tranche 1 Placement
          Section 5:               Resolution 2 - Approval of Tranche 2 Placement
          Section 6:               Resolution 3 - Approval for Mr Mark Reilly to participate in the Tranche
                                   2 Placement
          Section 7:               Resolution 4 - Approval to issue SPP Shares
          Section 8:               Resolution  5  - Ratification of issue of Shares under Convertible  Loan
                                   Facility
          Section 9:               Resolution  6  - Ratification of issue of Shares under Equity  Financing
                                   Facility
          Schedule 1:              Definitions
          Schedule 2:              Terms and Conditions of Options
          
          A Proxy Form is located at the end of the Explanatory Memorandum.

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

2.1       Proxy Form
          
          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 thereon. Lodgement of a Proxy Form will not preclude a Shareholder from
          attending and voting at the Meeting in person.

2.2       CREST - Depositary Interests
          
          Holders of depositary interests in CREST (DI) are invited to attend the Meeting but are not entitled  to
          vote  at  the  Meeting.  In  order to have votes cast at the Meeting on their behalf,  DI  holders  must
          complete,  sign  and  return the Form of Instruction enclosed with this Notice to the  Company's  agent,
          Computershare UK, no later than 3pm London Time on Friday 25 October 2013.

3.        Background

3.1       Capital Raising
          
          The  Company  announced  on 16 August 2013 that it was undertaking a capital  raising  to  raise  up  to
          £2,500,000  (approximately  A$4,240,875, based on an exchange rate of  A$1  =  £0.5895)  (before  costs)
          through a placement of up to 325,000,000 Shares at £0.004 per Share (approximately A$0.007, based on  an
          exchange  rate of A$1 = £0.5895) (Placement Price) to various institutional and sophisticated  investors
          in the United Kingdom, North America, Asia and Australia (Placement).
          
          The Company also announced on 16 August 2013 that it intends to undertake a share purchase plan, where
          Eligible Shareholders will be given the opportunity to subscribe for Shares at the same price as the
          Placement Price up to a total investment of A$15,000 per Eligible Shareholder (approximately £8,843,
          based on an exchange rate of A$1 = £0.5895) (Share Purchase Plan). Refer to Sections 3.3 for further
          information regarding the Share Purchase Plan.

3.2       Placement
          
          The Placement is being undertaken in two tranches:
          
          (a)       the first tranche has raised £168,000 (approximately A$284,987, based on an exchange rate of A$1 =
                    £0.5895) through the issue of 42,000,000 Shares (Tranche 1 Shares); and
          (b)       the second tranche will raise up to £750,000 (approximately A$1,272,265, based on an exchange rate 
                    of A$1 = £0.5895) through the issue of up to 187,500,000 Shares (Tranche 2 Placement).
          
          The  issue of the Tranche 1 Shares has completed, as announced by the Company on 16 September 2013.  The
          Tranche 1 Shares were issued under the Company's 15% placement capacity without the need for Shareholder
          approval.
          
          The issue of the Shares under the Tranche 2 Placement is subject to Shareholder approval. Resolutions 2
          and 3 seek the Shareholder approvals for the Tranche 2 Placement as follows:
          
          (a)       Resolution 2 seeks Shareholder approval for the issue of up to 175,000,000 Shares to various
                    institutional and sophisticated investors that are unrelated to the Company  as part of the Tranche 
                    2 Placement; and
          (b)       Resolution 3 seeks Shareholder approval for the issue of up to 12,500,000 Shares to Mr Mark Reilly, 
                    a Director, as part of the Tranche 2 Placement.

3.3       Share Purchase Plan
          
          Under  the  Share Purchase Plan, each Eligible Shareholder will be offered the opportunity to  subscribe
          for  a  maximum  of 2,210,625 Shares each at an issue price of £0.004 per Share (approximately  A$0.007,
          based  on an exchange rate of A$1 = £0.5895) (being the same price as the Placement Price) for  a  total
          consideration of A$15,000 (approximately £8,843, based on an exchange rate of A$1 = £0.5895).
          
          This  issue price constitutes a 41% discount from the average market price of Shares sold on ASX  during
          the five days ending 15 August 2013 (being the day before the announcement of the Share Purchase Plan).
          
          The  maximum number of shares the Company may issue under the Share Purchase Plan is 318,486,093,  being
          30%  of  the  Shares  currently on issue, to raise approximately £1,273,944 (approximately  A$2,161,059,
          based on an exchange rate of A$1 = £0.5895) (before costs).
          
          The  terms of the Share Purchase Plan are detailed in the Company's letter to Shareholders dated  on  or
          about the date of this Notice.
          
          Listing  Rule 7.2 Exception 15 provides that a company can issue securities pursuant to a share purchase
          plan in accordance with ASIC class order CO 09/425 without using the company's 15% placement capacity or
          obtaining shareholder approval under Listing Rule 7.1 provided that:
          
          (a)       the number of securities issued is not greater than 30% of the number of fully paid ordinary 
                    securities on issue; and
          
          (b)       the issue price must be at least 80% of the average market price for the securities over the last 
                    five days before either:
                    
                    (i)       the day on which the share purchase plan was announced; or
                    (ii)      the day on which the securities under the share purchase plan are issued.
          
          Shareholder approval under Listing Rule 7.1 is sought for the issue of the SPP Shares as the issue price
          of the SPP Shares of £0.004 per Share (approximately A$0.007) does not satisfy Section 3.3(b)(i) above
          and the Company cannot guarantee that Section 3.3(b)(ii) above will be satisfied at the date of issue of
          the SPP Shares. In addition, the Company cannot issue securities pursuant to a share purchase plan  in
          accordance with ASIC class order CO 09/425 because it has been suspended from trading for more than five
          days over the past 12 months. The Company will therefore be lodging a prospectus for the share purchase
          plan.
          
          Resolution 4 seeks Shareholder approval for the issue of up to 318,486,093 Shares (SPP Shares) on the
          terms set out in the Share Purchase Plan.
          
          If Shareholders do not approve Resolution 4, the Directors intend to issue the SPP Shares to the extent
          it is able under the Company's 15% placement capacity under Listing Rule 7.1. If required, the Company
          will scale back applications in such manner as the Directors see fit.

4.        Resolution 1 - Ratification of Tranche 1 Placement

4.1       General
          
          Resolution  1  seeks  Shareholder approval for the ratification of the issue of  the  Tranche  1  Shares
          pursuant to Listing Rule 7.4.

4.2       Listing Rule 7.4
          
          
          Listing  Rule  7.4  sets out an exception to Listing Rule 7.1. It provides that where  a  company  in  a
          general  meeting ratifies a 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 Shareholders passing Resolution 1 by ratifying the issue of the Tranche 1 Shares will  be
          to  restore  the Company's ability to issue further securities, to the extent of 42,000,000  securities,
          during the next 12 months.
          
          Resolution 1 is an ordinary resolution.
          
4.3       Specific information required by Listing Rule 7.5
          
          
          Pursuant  to and in accordance with Listing Rule 7.5, the following information is provided in  relation
          to the ratification of the issue of the Tranche 1 Shares:
          
          
          (a)       42,000,000 Tranche 1 Shares were issued.
          (b)       The Tranche 1 Shares were issued at an issue price of £0.004 each (approximately A$0.007, based on 
                    an exchange rate of A$1 = £0.5895).
          
          (c)       The Tranche 1 Shares are fully paid ordinary shares in the capital of the Company and rank equally 
                    to in all respect with the Company's existing Shares on issue.
          
          (d)       The Tranche 1 Shares were issued to sophisticated and professional investors who are not related 
                    parties or associates of the Company.
          (e)       The funds raised from the issue of the Tranche 1 Shares will be used to continue exploration on the
                    Company's existing assets and for general working capital purposes whilst the Company pursues 
                    potential acquisitions.
          
          (f)       A voting exclusion statement is included in the Notice.

5.        Resolution 2 - Approval of Tranche 2 Placement

5.1       General
          
          As  detailed  in Section 3.2, subject to Shareholder approval, the Company will issue up  to  a  further
          175,000,000 Shares (Tranche 2 Shares) to sophisticated and professional investors in the United Kingdom,
          North  America,  Asia  and  Australia  as part of the Tranche 2  Placement,  to  raise  up  to  £750,000
          (approximately A$1,272,265, based on an exchange rate of A$1 = £0.5895)) (before costs).
          
          Resolution  2 seeks Shareholder approval for the issue of the Tranche 2 Shares pursuant to Listing  Rule
          7.1.

5.2       Listing Rule 7.1
          
          Listing Rule 7.1 provides, subject to certain exceptions, that Shareholder approval is required for  any
          issue of securities by a listed company, where the securities proposed to be issued represent more  than
          15% of the company's ordinary securities then on issue.
          
          The  effect  of  Resolution 2 will be to allow the Directors to issue the Tranche 2  Shares  during  the
          period  of  three  months  after the Meeting (or a longer period if allowed by ASX)  without  using  the
          Company's 15% placement capacity.
          
          Resolution 2 is an ordinary resolution.

5.3       Specific information required by Listing Rule 7.3
          
          Pursuant to and in accordance with Listing Rule 7.3, information is provided in relation to the approval
          of the issue of the Tranche 2 Shares as follows:
          
          (a)       The maximum number of Tranche 2 Shares to be issued is 175,000,000.
          (b)       The Company will issue the Tranche 2 Shares no later than three months after the date of the 
                    Meeting (or such longer period of time as ASX may in its discretion allow).
          
          (c)       The Tranche 2 Shares will be issued at an issue price of £0.004 each (approximately A$0.007, based 
                    on an exchange rate of A$1 = £0.5895).
          
          (d)       The Tranche 2 Shares will be issued to sophisticated and professional investors who are not related
                    parties or associates of the Company.
          (e)       The Tranche 2 Shares are fully paid ordinary shares in the capital of the Company and rank equally 
                    to in all respect with the Company's existing Shares on issue.
          
          (f)       The funds raised from the issue of the Tranche 2 Shares will be used to continue exploration on the
                    Company's existing assets and for general working capital purposes whilst the Company pursues 
                    potential acquisitions.
          
          (g)       The issue of the Tranche 2 Shares will occur progressively.

          (h)       A voting exclusion statement is included in the Notice.

6.        Resolution 3 - Approval for Mr Mark Reilly to participate in the Tranche 2 Placement

6.1       General
          
          Resolution 3 seeks the approval of Shareholders pursuant to Listing Rule 10.11 to enable Mr Mark  Reilly
          (or  his  nominee) to participate in the Tranche 2 Placement on the same terms and conditions as offered
          to other subscribers under the Tranche 2 Placement.
          
          Resolution  3  seeks  Shareholder approval for the issue of 12,500,000 Shares (Director  Shares)  to  Mr
          Reilly, pursuant to Listing Rule 10.11.
          
          As  approval of Shareholders is being sought pursuant to Listing Rule 10.11, Shareholder approval  under
          Listing  Rule 7.1 is not required for the issue of the Director Shares, in accordance with Exception  14
          of Listing Rule 7.2.

6.2       Listing Rule 10.11
          
          Shareholder approval is required under Listing Rule 10.11 because Mr Reilly by reason of his position as
          a Director is a related party of the Company.
          
          Listing  Rule  10.11  restricts the Company's ability to issue securities  to  a  related  party  unless
          approval is obtained from Shareholders.  The effect of passing Resolution 3 will be to allow the Company
          to  issue  the  Director Shares to Mr Reilly (or his nominee) during the month after the Meeting  (or  a
          longer  period,  if allowed by ASX) without breaching Listing Rule 10.11 or using up the  Company's  15%
          placement capacity under Listing Rule 7.1.
          
          If  Shareholders do not approve Resolution 3, Mr Reilly (or his nominee) will not be issued  any  Shares
          under the Tranche 2 Placement.
          
          Resolution 3 is an ordinary resolution and will not take effect unless Resolution 2 is also passed.

6.3       Specific information required by Listing Rule 10.13
          
          Pursuant  to and in accordance with Listing Rule 10.13 the following information is provided in relation
          to  obtaining Shareholder approval to authorise Mr Reilly (or his nominee) to participate in the Tranche
          2 Placement:
          
          (a)       The Director Shares will be issued to Mr Reilly (or his nominee).

          (b)       The maximum number of securities to be issued to Mr Reilly (or his nominee) is 12,500,000 Shares.
          
          (c)       The Company will issue the Director Shares to Mr Reilly (or his nominee) no later than 1 month 
                    after the date of the Meeting (or such longer period of time as ASX may in its discretion allow).
          
          (d)       The Director Shares will be issued at an issue price of £0.004 each (approximately A$0.007, based 
                    on an exchange rate of A$1 = £0.5895).
          (e)       The Director Shares are fully paid ordinary shares in the capital of the Company and rank equally 
                    to in all respect with the Company's existing Shares on issue.
          
          (f)       The funds raised from the issue of the Director Shares will be used to continue exploration on the
                    Company's existing assets and for general working capital purposes whilst the Company pursues 
                    potential acquisitions..
          
          (g)       A voting exclusion statement is included in the Notice.

7.        Resolution 4 - Approval to issue SPP Shares

7.1       General
          
          Pursuant  to  the  Share  Purchase Plan, each Eligible Shareholder will be offered  the  opportunity  to
          subscribe  for  a  maximum  of  2,210,625 Shares each at an issue price of  £0.004  each  (approximately
          A$0.007, based on an exchange rate of A$1 = £0.5895) for a total consideration of $15,000 (approximately
          £8,843, based on an exchange rate of A$1 = £0.5895).
          
          The  Company intends to issue up to 318,486,093 Shares under the Share Purchase Plan to raise up  to  an
          aggregate  amount of approximately £1,273,944 (approximately A$2,161,059, based on an exchange  rate  of
          A$1 = £0.5895) (before costs).

7.2       Listing Rule 7.1
          
          A summary of Listing Rule 7.1 is set out in Section 5.2 above.
          
          Shareholder approval for the issue of the SPP Shares is being sought under Listing Rule 7.1 as the issue
          price  of  the SPP Shares of £0.004 (approximately A$0.007) does not satisfy one of the requirements  of
          Listing Rule 7.2 Exception 15 (as set out Section 3.3(b)(i) above) and the Company cannot guarantee that
          the  other requirement set out in Section 3.3(b)(ii) will be satisfied at the date of the issue  of  the
          SPP Shares. Refer to Section 3.3 for further details.
          
          Accordingly, Resolution 4 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of up to
          318,486,093 Shares on the terms in the Share Purchase Plan.
          
          The  effect  of passing Resolution 4 will be to allow the Directors to issue the SPP Shares to  Eligible
          Shareholders  during the three month period after the Meeting (or a longer period, if  allowed  by  ASX)
          without using up the Company's 15% placement capacity under Listing Rule 7.1.
          
          Resolution 4 is an ordinary resolution.

7.3       Voting Exclusion
          
          ASX  has  granted  a  waiver  of  Listing Rule 7.3.8 in relation to  Resolution  4  to  permit  Eligible
          Shareholders (being persons who have an interest in passing of Resolution 4 and are ordinarily precluded
          from  voting  in respect of Resolution 4) to be able to vote on Resolution 4.  While it is not  proposed
          for  the SPP to be underwritten, in accordance with the waiver from ASX, the Company will disregard  the
          votes cast on Resolution 4 by any proposed underwriter or sub-underwriter of the SPP.

7.4       Specific Information Required by Listing Rule 7.3
          
          Pursuant  to  and  in accordance with Listing Rule 7.3, the following information is  provided  for  the
          purposes of obtaining Shareholder approval for the issue of the SPP Shares:
          
          (a)       The maximum number of Shares the Company can issue under Resolution 4 is 318,486,093 Shares.
          
          (b)       The SPP Shares will be issued no later than three months after the date of the Meeting (or such   
                    longer period of time as ASX may in its discretion allow).
          (c)       The SPP Shares will be issued at a price of £0.004 each (approximately A$0.007) (being the same 
                    price as the Placement Price).
          
          (d)       The SPP Shares will be issued to those Eligible Shareholders who participate in the Share Purchase 
                    Plan.
          
          (e)       The SPP Shares to be issued are fully paid ordinary Shares and rank equally with the Company's 
                    existing Shares on issue.
          (f)       The funds raised from the Share Purchase Plan will be used to continue exploration on the Company's
                    existing assets and for general working capital purposes whilst the Company pursues potential 
                    acquisitions.
          
          (g)       The issue of the SPP Shares will occur progressively.
          
          (h)       A voting exclusion statement is not included in the Notice, in accordance with the waiver granted by
                    ASX.

8.        Resolution 5 - Ratification of issue of Shares under Convertible Loan Facility

8.1       General
          
          On  6  June  2013  the  Company announced that it had issued a convertible  debt  security  to  Dutchess
          Opportunity  Cayman Fund, Ltd (Dutchess) for a two year loan facility of up to US$1,000,000 (Convertible
          Loan Facility).
          
          Under  the terms of the Convertible Loan Facility, Dutchess may elect to convert 133% of the drawn  down
          amounts  plus the accrued interest into Shares at 75% of the VWAP of the Shares for the 15 trading  days
          immediately preceding the conversion date. Interest accrues on all drawn down amounts at a rate of eight
          percent per annum, capitalised annually.
          
          The Company has issued a total of 117,475,000 Shares to Dutchess under the terms of the Convertible Loan
          Facility.  54,683,146  of these Shares (Dutchess Shares) were issued under the Company's  15%  placement
          capacity  under  Listing Rule 7.1, without the need for Shareholder approval. The  remaining  62,791,854
          were issued under the Company's additional placement capacity under Listing Rule 7.1A.
          
          Resolution  5  seeks  Shareholder approval for the ratification of the  issue  of  the  Dutchess  Shares
          pursuant to Listing Rule 7.4.

8.2       Listing Rule 7.4
          
          
          Listing  Rule  7.4  sets out an exception to Listing Rule 7.1. It provides that where  a  company  in  a
          general  meeting ratifies a 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 Shareholders passing Resolution 5 by ratifying the issue of the Dutchess Shares will be to
          restore  the  Company's  ability to issue further securities, to the extent  of  54,683,146  securities,
          during the next 12 months.
          
          Resolution 5 is an ordinary resolution.
          
8.3       Specific information required by Listing Rule 7.5
          
          
          Pursuant  to and in accordance with Listing Rule 7.5, the following information is provided in  relation
          to the ratification of the issue of the Dutchess Shares:
          
          (a)       A total of 54,683,146 Dutchess Shares were issued.
                    
(b)       The Dutchess Shares were issued at the below prices:
                                                                 
             Date of issue     Number of Shares    Issue price   Reason for issue
                                                                 
             5 June 2013       3,722,953           $0.0167       Issued as  consideration for US$60,000 commitment
                                                                 fee for the Convertible Loan Facility
                                                                 
             17 July 2013      41,052,047          $0.0094       Issued following the receipt of a conversion
                                                                 notice from Dutchess
                                                                 
             5 August 2013     9,750,000           $0.0086       Issued following the receipt of a conversion
                                                                 notice from Dutchess
                                                                 
             9 September 2013  158,146             $0.0068       Issued following the receipt of a conversion
                                                                 notice from Dutchess
                    
                    
          (c)       The Dutchess Shares are all fully paid ordinary shares in the capital of the Company and rank  
                    equally to in all respect with the Company's existing Shares on issue.
                    
          (d)       The Dutchess Shares were issued to Dutchess.
                    
          (e)       The funds raised from the issue of the Dutchess Shares were used for exploration on the Company's 
                    assets and for general working capital purposes.

          (f)       A voting exclusion statement is included in the Notice.
                    

9.        Resolution 6 - Ratification of issue of Shares under Equity Financing Facility

9.1       General
          
          On  15  February  2013,  the Company announced that it had entered into a £10 million  Equity  Financing
          Facility  (EFF) with Darwin Strategic Limited (Darwin), a majority owned subsidiary of Henderson  Global
          Investors' Volantis Capital (Henderson Volantis).
          
          The  EFF agreement with Darwin and Henderson Volantis provides the Company with a facility of up to  £10
          million  (approximately  A$16,963,528, based on an exchange rate of A$1 =  £0.5895)  which  (subject  to
          certain  restrictions) can be drawn down at any time over the next three years.  The  timing  and  floor
          subscription price of any draw down is at the sole discretion of the Company.
          
          Following delivery of a subscription notice, Darwin will subscribe and the Company will issue to  Darwin
          new  Shares at a price equal to the average of the three lowest VWAP of the Shares on any given  trading
          day during the 15 trading days following the date of the subscription notice.
          
          The  Company  is also obliged to specify in each subscription notice a minimum price below which  Shares
          will  not  be issued to Darwin. The Company will have the right (with the consent of Darwin)  to  modify
          that minimum price at any time during the relevant pricing period.
          
          Any  subscription notice which the Company may issue will only be valid to the extent that  it  has  the
          requisite  shareholder approvals to issue the maximum number of Shares that Darwin may  be  required  to
          subscribe under the relevant subscription notice.
          
          In  conjunction  with  the EFF, the Company entered into an agreement with Darwin  whereby  the  Company
          issued  5,000,000  Options  to  Darwin,  with such Options  to  be  exercisable  at  a  price  of  £0.03
          (approximately  A$0.05,  based on an exchange rate of A$1 = £0.5895) and  with  an  expiry  date  of  14
          February 2015.
          
          The Company has issued a total 5,000,000 Options and 29,250,000 Shares under the EFF agreement to Darwin
          (together,  Darwin  Securities). The Darwin Securities were issued under  the  Company's  15%  placement
          capacity under Listing Rule 7.1, without the need for Shareholder approval.
          
          Resolution  6  seeks  Shareholder approval for the ratification of the issue of  the  Darwin  Securities
          pursuant to Listing Rule 7.4.

9.2       Listing Rule 7.4
          
          
          Listing  Rule  7.4  sets out an exception to Listing Rule 7.1. It provides that where  a  company  in  a
          general  meeting ratifies a 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 Shareholders passing Resolution 6 by ratifying the issue of the Darwin Securities will  be
          to  restore  the Company's ability to issue further securities, to the extent of 34,250,000  securities,
          during the next 12 months.
          
          Resolution 6 is an ordinary resolution.
          
9.3       Specific information required by Listing Rule 7.5
          
          
          Pursuant  to and in accordance with Listing Rule 7.5, the following information is provided in  relation
          to the ratification of the issue of the Darwin Securities:
          
          (a)       A total of 29,250,000 Shares were issued and 5,000,000 Options were issued.
                    
          (b)       The Shares were issued at £0.0201 (approximately A$0.0341, based on an exchange rate of A$1 =  
                    £0.5895).
                    
          (c)       The Options were issued for nil cash consideration.

          (d)       The Shares are all fully paid ordinary shares in the capital of the Company and rank equally to in 
                    all respect with the Company's existing Shares on issue. The Options are unlisted and have an 
                    exercise price of £0.03 (approximately A$0.05, based on an exchange rate of A$1 = £0.5895) each and 
                    an expiry date of 14 February 2015. The terms and conditions of the Options are in Schedule 2.
                    
          (e)       The Darwin Securities were issued to Darwin.
                    
          (f)       The funds raised from the issue of the Darwin Securities were used for exploration on the Company's
                     assets and for general working capital purposes.

          (g)       A voting exclusion statement is included in the Notice.
                    
          
          
          
          
          
          
                                                    Schedule 1
                                                   - Definitions

In the Notice and this Explanatory Memorandum:

$ or A$ means Australian dollars.

ASX  means  ASX  Limited  (ACN  008  624 691) and, where the context permits, the Australian  Securities  Exchange
operated by ASX Limited.

Board means the board of Directors.

Chair or Chairman means the person appointed to chair the Meeting convened by this Notice.

Company means Forte Energy NL ACN 009 087 852.

Convertible Loan Facility has the meaning given in Section 8.1.

Corporations Act means the Corporations Act 2001 (Cth).

Darwin  means Darwin Strategic Limited.

Darwin Securities has the meaning given in Section 9.1.

Director Shares has the meaning given in Section 6.1.

Directors mean the directors of the Company.

Dutchess means Dutchess Opportunity Cayman Fund, Ltd.

Dutchess Shares has the meaning given in Section 8.1.

EFF has the meaning given in Section 9.1.

Eligible Shareholder means a person registered as the holder of Shares on the Record Date whose registered address
is in Australia, New Zealand or the United Kingdom and are not resident or located in the United States or any
other jurisdiction in or into which an offer of Shares would be unlawful.

Explanatory Memorandum means this explanatory memorandum.

Listing Rules means the listing rules of ASX.

Meeting has the meaning given in the introductory paragraph of the Notice.

Notice means the Notice of Meeting which this Explanatory Memorandum accompanies.

Option means an option which entitles the holder to subscribe for one Share.

Placement has the meaning given in Section 3.1.

Placement Price has the meaning given in Section 3.1.

Proxy Form means the proxy form attached to the Notice.

Record Date means the record date for the Share Purchase Plan.

Resolution means a resolution referred to in the Notice.

Schedule means a schedule to the Notice.

Section means a section of this Explanatory Memorandum.

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

Share Purchase Plan has the meaning given in Section 3.1.

Shareholder means a shareholder of the Company.

SPP Shares has the meaning given in Section 3.3.

Tranche 1 Shares has the meaning given in Section 3.2.

Tranche 2 Placement has the meaning given in Section 3.2.

Tranche 2 Shares has the meaning given in Section 5.1.

VWAP means volume weighted average price.

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


                                    Schedule 2- Terms and Conditions of Options


1.        Exercise Date

          The Options are exercisable wholly or in part at any time from grant and before 5:00 pm (WST) on 14
          February 2015.  Options not exercised by that date shall lapse.

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 GBP 3 pence.

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 for the equivalent GBP amount, made payable to the Company and
          crossed "Not Negotiable". Alternatively funds may be deposited electronically into a bank account
          nominated by the Company.

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 Rate Issue

          Listing Rule 6.22 does not apply to the Options.

11.       Warrant Agreement

          All other terms and conditions are in accordance with the warrant agreement executed by Forte Energy NL
          and the Optionholder on 14 February 2013.
          
          
          

FORTE ENERGY NL
ACN  009 087 852


PROXY FORM

The Company Secretary
Forte Energy NL

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

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

The Chairman of              OR if you are NOT appointing the Chairman as your  
the Meeting (mark            proxy, please write the name of the person or      
box)                         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  Chairman,
as  my/our  proxy  to act generally at the meeting on my/our behalf and to vote in accordance with  the  following
directions (or if no directions have been given, as the proxy sees fit), at the Meeting to be held at Level 1, 330
Churchill  Avenue, Subiaco, Western Australia on Thursday, 31 October 2013 at 11:00am (WST) and at any adjournment
or postponement of that Meeting.

Proxy  appointments will only be valid and accepted by the Company if they are made and received no later than  48
hours prior to the time of commencement of the Meeting.

Please read the voting instructions overleaf before marking any boxes with

Step 2 - 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    Ratification of Tranche 1 Placement                                                       
                                                                                                          
Resolution 2    Approval of Tranche 2 Placement                                                           
                Approval  for  Mr  Mark  Reilly to participate  in  the  Tranche  2                       
Resolution 3    Placement                                                                                 
                Approval to issue SPP Shares                                                              
Resolution 4                                                                                              
                Ratification of issue of Shares under Convertible Loan Facility                           
Resolution 5                                                                                              
                                                                                                          
Resolution 6    Ratification of issue of Shares under Equity Financing Facility                           

The Chairman of the Meeting intends to vote all available proxies in favour of each Resolution.

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

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

_________________________               _______________________                  ___________________
Contact Name                            Contact Daytime Telephone                Date


1Insert name and address of Shareholder      2 Insert name and address of proxy     *Omit if not applicable
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.

To  direct your proxy how to vote on the Resolutions mark the appropriate box with an 'X'.  To abstain from voting
on  a  Resolution, select the relevant 'Abstain' box.  A vote withheld is not a vote in law, which means that  the
vote  will  not be counted in the calculation of votes for or against the Resolution.  If no voting indication  is
given,  your  proxy will vote or abstain from voting at his or her discretion.  Your proxy will vote  (or  abstain
from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting.

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 office of the Company at Suite
3, Level 3, 1292 Hay Street, West Perth WA 6005, or by post to GPO Box 2870, West Perth WA 6872, or facsimile (08)
9322  4073  if faxed from within Australia or +61 8 9322 4073 if faxed from outside Australia), not less  than  48
hours prior to the time of commencement of the Meeting.

Contact Information

  • Forte Energy NL