Forte Energy NL
LSE : FTE

June 30, 2014 11:02 ET

Notice of EGM

                                                                                                                  
                                                                                                  Forte Energy NL
                                                                                                   ACN 009 087 852







                                             NOTICE OF GENERAL MEETING


For the General Meeting of the Company to be held at 10:00am (AWST) on Wednesday, 30 July 2014 at Level 1,
330 Churchill Avenue, Subiaco, Western Australia













                                                         
                         THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
                                                         
This Notice of General 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 Wednesday, 30 July 2014  at 10:00am (AWST) (Meeting).

The Explanatory Memorandum attached to this Notice provides additional information on the matters to be considered
at the Meeting. The Explanatory Memorandum and Proxy Form form 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 on Monday, 28 July  2014  at
10:00am (AWST).

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

AGENDA

1.        Resolution 1 - Approval to issue Placement 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 600,000,000 Shares (Placement Shares) pursuant to  the
          Placement on the terms and conditions detailed in the Explanatory Memorandum."
          
          Voting Exclusion
          
          The  Company  will  disregard any votes cast on this Resolution by a person who may participate  in  the
          Placement and a person who might obtain a benefit (except a benefit solely in their capacity as  holders
          of ordinary securities) if the Resolution is passed, and any associate of that person.
          
          However, the Company will not disregard a vote if:
          
          (i)       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
          
          (ii)      it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in
                    accordance with a direction on the Proxy Form to vote as the proxy decides.

2.        Resolution 2 - Approval to issue Placement Warrants
          
          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 300,000,000 Placement  Warrants  pursuant  to  the
          Placement on the terms and conditions detailed in the Explanatory Memorandum."
          
          Voting Exclusion
          
          The  Company  will  disregard any votes cast on this Resolution by a person who may participate  in  the
          Placement and a person who might obtain a benefit (except a benefit solely in their capacity as  holders
          of ordinary securities) if the Resolution is passed, and any associate of that person.
          
          However, the Company will not disregard a vote if:
          
          (i)       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
          (ii)      it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in
                    accordance with a direction on the Proxy Form to vote as the proxy decides.
          
          

3.        Resolution 3 - 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 200,000,000 Shares pursuant to the Share Purchase Plan
          (SPP  Shares)  in  accordance  with  the  terms and conditions  detailed  in  the  Explanatory
          Memorandum."
          
          Voting Exclusion
          
          Unless  an  appropriate  waiver is granted by ASX, the Company will disregard any  votes  cast  on  this
          Resolution  by a person who may participate in the Share Purchase Plan and a person who might  obtain  a
          benefit  (except a benefit solely in their capacity as holders of ordinary securities) if the Resolution
          is passed, and any associate of that person.
          
          However, the Company will not disregard a vote if:
          
          (i)       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
          
          (ii)      it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in
                    accordance with a direction on the Proxy Form to vote as the proxy decides.

4.        Resolution 4 -Ratification of GRIT Placement
          
          To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the
          following:
          
          "That in accordance with Listing Rule 7.4 and for all other purposes, Shareholders approve the issue of
          170,000,000 Shares 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  GRIT
          Placement and any associate of that person (or those persons).
          
          The Company will not disregard a vote if:
          
          (i)       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
          
          (ii)      it is cast by the Chairman 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 5 - Ratification of Loan Note Issue
          
          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
          approve  the  issue  of  Loan Notes to Darwin Strategic Limited (Lender) in  accordance  with  the  Loan
          Instrument and as detailed in the Explanatory Memorandum."
          
          Voting Exclusion
          
          The  Company will disregard any votes cast on this Resolution by a person who participated in  the  Loan
          Notes and any associate of that person (or those persons).
          
          However, the Company will not disregard a vote if:
          
          (i)       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
          
          (ii)      it is cast by the Chairman 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 - Approval of Loan Note Warrants
          
          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 the Loan Note Warrants in accordance with the Warrant Deed and as detailed  in  the
          Explanatory Memorandum."
          
          Voting Exclusion
          
          The Company will disregard any votes cast on this Resolution by a person who may participate in the Loan
          Note  Warrants  and  a person who might obtain a benefit (except a benefit solely in their  capacity  as
          holders of ordinary securities) if the Resolution is passed, and any associate of that person.
          
          However, the Company will not disregard a vote if:
          
          (i)       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
          
          (ii)      it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in
                    accordance with a direction on the Proxy Form to vote as the proxy decides.

Dated:  30 June 2014


BY ORDER OF THE BOARD




Murray Wylie
Company Secretary





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, 330 Churchill Avenue, Subiaco,  Western
          Australia on Wednesday, 30 July 2014 at 10:00am (AWST).
          
          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.
          
          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         Joint Venture with EUU
                            
          Section 4         Capital Raising
                            
          Section 5         Loan Instrument and Warrant Deed
                            
          Section 6         Resolution 1 - Approval to issue Placement Shares
                            
          Section 7         Resolution 2 - Approval to issue Placement Warrants
                            
          Section 8         Resolution 3 - Approval to issue SPP Shares
                            
          Section 9         Resolution 4 - Ratification of GRIT Placement
                            
          Section 10        Resolution 5 - Ratification of Loan Note Issue
                            
          Section 11        Resolution 6 - Approval of Loan Note Warrants
                            
          Schedule 1        Definitions
                            
          Schedule 2        Terms of the Warrant Deed
                            
          Schedule 3        Warrant terms and conditions
                            
          Schedule 4        Listing Rule 5.12 Information
          
          Schedule 5       Terms of the Loan Note
          
          A Proxy Form is enclosed with this Notice.

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       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 thereon.  Lodgement of a Proxy Form will  not  preclude  a
          Shareholder from attending and voting at the Meeting in person.
          
          Please note that:
          
          (i)       a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
          
          (ii)      a proxy need not be a member of the Company; and
          
          (iii)     a member of the Company 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, but 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 10:00am (AWST) on Monday 28 July 2014,  being
          at least 48 hours before the Meeting.
          
          The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

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 Instructions forwarded to them along with this  Notice  to  the
          Company's agent, Computershare UK, no later than 3pm London Time (being 10pm AWST) on Wednesday, 23 July
          2014.

3.        Joint Venture with EUU

3.1       Background
          
          As detailed in the announcement of the Company on 16 June 2014, the Company has entered into a letter of
          intent  with  EUU  (LOI),  whereby the Company may earn a 50% interest in the  Slovakian  Kuriskova  and
          Novoveska Huta uranium projects of EUU (Projects) for a total expenditure of C$4,000,000 over 10  years,
          following  which  EUU  and the Company will enter into a joint venture for the further  exploration  and
          development of the Projects (Proposed Transaction).
          
          The  interests  will  be  held  through ownership of 50% of EUU's wholly-owned  Slovakian  subsidiaries,
          Ludovika Energy and Ludovika Mining. The Ludovika Companies hold the mineral licenses in the Projects.
          
          The LOI replaces a share purchase agreement that was entered into by the Company and EUU (Share Purchase
          Agreement), as announced by the Company on 9 May 2014.
          
          The  Share  Purchase  Agreement was terminated on 14 June 2014 due to a failure to satisfy  one  of  the
          conditions,  namely that the shareholders of EUU approve the transaction proposed by the Share  Purchase
          Agreement.
          
          The Company has elected to pursue the LOI, by reason of, amongst other things, the synergies between the
          Company's  existing  exploration  assets and the interests that  the  Ludovika  Companies  hold  in  the
          Projects.

3.2       Overview of the Projects
          
          EUU  has  two  project  areas  in the Slovak Republic, namely Kuriskova and  Novoveska  Huta,  of  which
          Kuriskova  is the most advanced. The projects are held in two wholly owned subsidiaries of  EUU,  namely
          the Ludovika Companies, which are registered in the Slovak Republic.
          
          The  Kuriskova  project consists of 32 square kilometres of mineral licences situated  approximately  10
          kilometres  northwest  of  the city of Kosice, a regional industrial centre  in  East-Central  Slovakia.
          Kuriskova  currently  has  an indicated resource of 2.3Mt @ 5,550ppm U3O8 for  28.5Mlbs  contained  U3O8
          (500ppmU cut-off) and an inferred resource of 3.1MT @ 1,850ppm U3O8 for 12.7Mlbs contained U3O8 (500ppmU
          cut-off).  It  also  has  an  indicated  resource of 2.3Mt @ 650ppm  molybdenum  for  2.2Mlbs  contained
          molybdenum associated with uranium resource blocks above 500ppmU cut-off.
          
          The  summary results of a preliminary feasibility study prepared for Kuriskova released in January  2012
          are as follows:
          
          (i)       IRR 30.8%;
          
          (ii)      1.9 year payback on CAPEX of $US 225m;
          (iii)     NPV $US 276m at 8% discount;
          
          (iv)      Base case price $US 68/lb U3O8;
          
          (v)       First four year operating costs $US 16.68/lb U3O8; and
          
          (vi)      Life of Mine operating costs $US 22.98/lb U3O8.
          
          The  Novoveska Huta uranium deposit is located at the western end of the Carpathian uranium belt,  about
          50  kilometres northwest of Kuriskova and near the town of Spisska Nova Ves. The deposit consists  of  a
          mining  licence  over  one square kilometre and a surrounding 15 square kilometre  exploration  licence.
          Novoveska  Huta  currently has a measured and indicated resource of 1.7Mt @ 1,020ppm  U3O8  for  3.7Mlbs
          contained U3O8 (600ppmU cut-off) and an inferred resource of 4.7Mt @ 1,230ppm U3O8for 12.7Mlbs contained
          U3O8  (600ppmU  cut-off).  It also has an inferred resource of 6.1Mt @ 210ppm molybdenum  for  2.9  Mlbs
          contained molybdenum associated with uranium resource blocks above 600ppmU cut-off.
          
          
          European Uranium Slovakian U3O8 NI 43-101 mineral resource estimates ***
          
           Project             Resource Category       M tonnes         ppm U3O8         Contained U3O8 Mlbs
           Kuriskova **                  Indicated             2.3            5,550                          28.5
                                          Inferred             3.1            1,850                          12.7
           Novoveska                      Measured             0.8            1,080                           2.0
           Huta **                       Indicated             0.8              970                           1.7
                                          Inferred             4.7            1,230                          12.7
           Total                          Measured             0.8            1,080                           2.0
                                         Indicated             3.1            4,352                          30.2
                                          Inferred             7.8            1,477                          25.4
                                             Total            11.7            2,141                          57.6
                  **    Kuriskova calculated at 500ppmU cut-off, Novoveska Huta at 600ppmU cut-off
                  
                  *** These  mineral  resource estimates are reported in this announcement as  "foreign  estimates
                      under ASX Listing Rule 5.10
                      
                      *         The foreign estimates are not reported in accordance with the JORC Code.
                      *         A competent person has not yet undertaken sufficient work to classify the foreign
                                estimates as mineral resources or ore reserves in accordance with the JORC Code.
                      *         It is uncertain that, following evaluation and/or further exploration work, it will be
                                possible to report these estimates as mineral resources or ore reserves in accordance
                                with the JORC Code.
                      ASX  Listing Rule 5.12 specifies that additional information must be provided to the  market
                      in  any announcement containing foreign estimates. The Company has previously provided  that
                      information  in  the accompanying notes to the announcement of 4 April 2014  (Announcement).
                      For  ease  of  reference, please see Schedule 4 for details of the Listing Rule 5.12,  which
                      accompanied the Announcement.
                      
          
          In  addition, in late 2012, EUU signed a memorandum of understanding with the Ministry of Economy of the
          Slovak Republic that included the following:
          
          (vii)     If the feasibility study and environmental impact assessment are positive, then the Project will be 
                    able to advance in conformance with the Slovak Republic's National Energy Strategy.
          
          (viii)    The ministry will support reasonable use of domestic energy minerals with the aim to reduce the 
                    Slovak Republic's current dependence on imports. The Slovak Republic currently relies on imported 
                    Nuclear power for 50% of its domestic power consumption.
          
          (ix)      EUU and the Ministry will endeavor to find a mechanism for collaboration that will allow uranium
                    production from Kuriskova to be developed for the benefit of the Slovak Republic's energy future. 
                    This could be a production off-take agreement, a partnership with a Slovak entity or other mutually 
                    agreed arrangements.

3.3       Terms of the LOI
          
          The principal terms of the LOI are subject to entering into a definitive agreement on the terms proposed
          in the LOI by 31 July 2014 (or such other date as the parties agree):
          
          (i)       EUU will transfer 50% of the shares of each of the Ludovika Companies to the Company, the ownership 
                    of which will be governed by a shareholder's agreement to be negotiated.
          
          (ii)      To acquire its 50% interest in the Projects, the Company must expend a total of C$4 million on the
                    following schedule:

                                                                                C$                     C$
          Non-refundable cash payments to EUU:

          No later than 20 June, 2014                                        $25,000
          On signing a definitive agreement, but not later
          than 31 July 2014                                                 $475,000

          Total cash to EUU                                                                           $500,000

          Work Commitments:      

          Year 1 (firm obligation)                                          $350,000
          Year 2 - 10, minimum annual expenditure
          C$350,000/year unless higher amounts are
          required to keep licences in good standing                      $3,150,000
          
          Total work commitments                                                                    $3,500,000
          
          Total earn-in expenditure commitment                                                      $4,000,000
          
          
          (iii)     If the Company fails to make any of the payments and expenditures, listed above, by the required 
                    times, it will be required to transfer its shares in the Ludovika Companies back to EUU for nominal
                    consideration.
          (iv)      The expenditures can be accelerated by the Company at the Company's election. If the Company and EUU
                    each sell their 50% interest to a third party then the Company will pay EUU the difference between 
                    the C$4,000,000 and expenditures made to date or pay from the proceeds of such sale.
          
          (v)       Following all payments and expenditures having been made by the Company, EUU and the Company are to
                    create a joint venture owned 50% by EUU and 50% by the Company.
          
          (vi)      The Company can forfeit its 50% interest to EUU with no further obligation any time after it has 
                    paid EUU C$500,000 and funded the first year minimum work commitment of C$350,000.
          
          (vii)     Prior to the Company completing the earn-in of its 50% interest, exploration and development 
                    activities on the Projects will be governed by a management committee of the boards of each of the 
                    Ludovika Companies, which is to be set up by the Company and EUU, on which EUU will have the 
                    casting vote until the Company has funded the full C$4,000,000. The Company will be the operator 
                    during this period.
          (viii)    The Company has the right to terminate the Proposed Transaction at any time without further 
                    liability after it has paid EUU the aggregate C$500,000 payments listed above. However this is 
                    subject to EUU having reasonable time to raise sufficient funds and undertake such work as is 
                    required by the Projects for the balance of the anniversary year of the definitive agreement that 
                    is to be entered into by the Company and EUU.

3.4       Conditions Precedent
          
          (i)       Completion of the definitive agreement in respect of the Proposed Transaction will be subject to the
                    satisfaction of the following conditions precedent, unless otherwise agreed by EUU and the Company:
                    
                    (i)       approval by the Board of the Proposed Transaction agreed terms;
                    
                    (ii)      approval by the board of directors of EUU of the Proposed Transaction agreed terms;
                    
                    (iii)     all court, securityholder and regulatory approvals (including without limitation, of any 
                              stock exchanges or other regulatory authorities) and other approvals that are necessary, 
                              proper or advisable to consummate the Transaction, on terms satisfactory to EUU and 
                              Forte, acting reasonably, will have been received;
                    
                    (iv)      the Transaction will have closed on or before 31 July 2014, or such other date as EUU and 
                              the Company may agree; and
                    
                    (v)       such other conditions and approvals as are customary in a transaction of this nature.

3.5       Rationale for the Proposed Transaction
          
          The  Directors  believe  that  the  Company's enlarged market capitalisation  and  enhanced  asset  base
          following  the  completion  of the Proposed Transaction will assist it to execute  on  strategic  growth
          plans, including potential acquisition opportunities.

3.6       General risk factors and risks relating to the Slovak Republic
          
          The  Company is, as previously disclosed to Shareholders, subject to a wide range of risk factors in the
          conduct  of  its  business. These risk factors are broadly applicable to the business  of  the  Ludovika
          Companies and upon the completion of the Proposed Transaction, the Company will be subject to additional
          risk factors in relation to conducting business in the Slovak Republic, including those set out below.
          
          The  Slovak  Republic  is a republic with a representative democracy. The political  conditions  in  the
          Slovak  Republic  are generally stable. However, changes may occur in the political,  fiscal  and  legal
          systems, which may affect the ownership or operations of the Company. Such changes include, but are  not
          limited  to,  changes  in  exchange rates, environmental regulations,  control  or  fiscal  regulations,
          regulatory regimes, inflation or economic recession.

3.7       Listing Rule 5.12 Information
          
          The information in this Explanatory Memorandum that relates to the reporting of foreign mineral resource
          estimates is, as per the Announcement of the Company provided to ASX pursuant to Listing Rule  5.12  and
          is  an  accurate  representation of the available data and studies for the Kuriskova and Novoveska  Huta
          uranium  deposits and is based on information reviewed by Mr Dorian (Dusty) Nicol. Mr Nicol is President
          and  CEO  of  EUU.  Mr  Nicol is a Fellow of the AusIMM, a Registered Member of  the  SME,  a  Certified
          Professional  Geologist, a Registered Geologist in the state of Wyoming, USA and is a  Qualified  Person
          under NI 43-101. Refer to Schedule 4 for details of the Listing Rule 5.12 information, which accompanied
          the Announcement.

4.        Capital Raising

4.1       Background
          
          The  Company  is proposing to undertake a capital raising through a placement to overseas investors  and
          sophisticated/professional  investors  in Australia (being the  subject  of  Resolution  1  and  2).  In
          addition,  and  to  provide an opportunity for other existing Shareholders to participate  at  the  same
          price, the Company intends to undertake a share purchase plan (being the subject of Resolution 3).

4.2       Placement
          
          The  proposed placement shall be for a maximum of 600,000,000 Shares (Placement Shares) each at an issue
          price of not less than 80% of the average market price for Shares calculated over the last five days  on
          which sales in the Shares are recorded before the day on which the issue is made and the issue of up  to
          300,000,000  warrants (Placement Warrants) each at an exercise price of £0.005 (approximately  A$0.0091)
          (Placement). It is proposed that the Placement will not be underwritten.
          
          Refer to Schedule 3 for details of the terms of the Placement Warrants.

4.3       Share Purchase Plan
          
          Under  the  share  purchase plan, Eligible Shareholders will be given the opportunity to  subscribe  for
          Shares  each  at  an issue price of not less than 80% of the average market price for Shares  calculated
          over  the  last  five days on which sales in the Shares are recorded before the date the  prospectus  is
          signed(Share Purchase Plan).
          
          Shareholders whose Shares are listed on AIM (on DIs) will be given the opportunity to participate in the
          Share Purchase Plan on equivalent terms via applications for DIs.
          
          The  maximum  number of Shares the Company may issue under the Share Purchase Plan is 200,000,000  being
          14.12% of the Shares currently on issue (excluding partly paid Shares). Subject to the aggregate maximum
          of  200,000,000  Shares, it is proposed that there will be no individual limitation  on  the  number  of
          Shares that a Shareholder may apply for under the Share Purchase Plan but, if required, the Company will
          scale back applications in such manner as the Directors see fit.
          
          Subject to the passing of Resolution 1 and 2, the Company will write to Shareholders detailing the terms
          of the Share Purchase Plan following the Meeting.
          
          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:
          
          (i)       the number of securities issued is not greater than 30% of the number of fully paid ordinary 
                    securities on issue; and
          
          (ii)      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  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 on ASX for more than five days over the past 12 months.  The
          Company  will therefore be lodging a prospectus with ASIC to facilitate the implementation of the  Share
          Purchase Plan.
          
          Shareholder  approval  for a share purchase plan was previously obtained by the Company  on  31  October
          2013.  The  Company  did  not  proceed  with  this share purchase  plan  as  it  became  concerned  that
          implementation at that time may have adversely affected corporate negotiations. Accordingly, Shareholder
          approval is being sought for a replacement Share Purchase Plan.
          
          Resolution 3 seeks Shareholder approval for the issue of SPP Shares on the terms set out above.

4.4       Rationale for the Share Purchase Plan and Placement
          
          The  Directors believe that the proposed capital raising via the Placement and Share Purchase Plan offer
          the  most  expedient  options  to  the  Company to raise the  necessary  working  capital  to  meet  its
          obligations.

5.        GRIT Placement and Darwin Loan Instrument and Warrant Deed

5.1       GRIT Placement
          
          The  Company announced on 10 March 2014 that it had entered into a share exchange agreement with  Global
          Resources  Investment  Trust  plc  (GRIT), a company listed on the  London  Stock  Exchange.  Under  the
          agreement  the Company issued 170,000,000 Shares to GRIT at 0.4 pence (£0.004) each (GRIT Placement)  in
          return for 680,000 shares in GRIT at a price of £1 each (GRIT Shares).
          
          According  to  GRIT's  prospectus submitted to the London Stock Exchange  on  28  February  2014  GRIT's
          investment objective is to generate medium and long-term capital growth through investing in  a  diverse
          portfolio  of  primarily small and mid-capitalisation natural resource and mining companies,  which  are
          listed on particular exchanges.
          
          The Board believe that the transaction with GRIT, a new company recently admitted to the main market  of
          the  London  Stock  Exchange, founded by a group of fund managers to focus on investing  in  the  junior
          mining sector provides the Company with an important new strategic investor.

5.2       Darwin Loan Instrument
          
          The  Company announced on 30 April 2014 that it had entered into a short-term loan agreement whereby the
          Lender  had  advanced  £350,000 to the Company in return for the issue of a  loan  note  of  an  initial
          principal  value  of  £437,500, repayable by 10 July 2014, subject to the terms of the  Loan  Instrument
          (Loan  Note).  The loan funds are to be utilised by way of working capital by the Company prior  to  the
          Company  being  able  to  monetise  its  GRIT Shares which are subject  to  a  6  month  orderly  market
          restriction.
          
          The terms of the Loan Note are summarised in schedule 5

5.3       Darwin Warrant Deed
          
          Subject  to  obtaining shareholder approval pursuant to resolution 6, the Company will issue 164,062,500
          Loan Note Warrants to the Lender on the terms of the Warrant Deed summarised in Schedule 2.

5.4       Rationale of the Loan Instrument and the Warrant Deed
          
          The  Directors believe that the Loan Note Conversion Rights and the issue of the Loan Note Warrants  are
          necessary terms of the short term financing to ensure the Company has sufficient working capital to meet
          its obligations.

6.        Resolution 1 - Approval to issue Placement Shares

6.1       General
          
          Resolution 1 seeks Shareholder approval for the issue of the Placement Shares.
          
          Resolution 1 is an ordinary resolution.

6.2       Listing Rule 7.1
          
          Listing  Rule 7.1 provides that a 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.
          
          The  effect  of  Resolution 1 will be to allow the Directors to issue the Placement  Shares  within  the
          period of 3 months after the Meeting (or such longer period of time as ASX may in its discretion allow),
          without using the Company's 15% annual placement capacity.

6.3       Specific information required by Listing Rule 7.3
          
          In accordance with Listing Rule 7.3, information is provided in relation to the Placement as follows:
          
          (i)       The maximum number of Shares to be issued is 600,000,000 (being the Placement Shares).
          
          (ii)      The Placement Shares will be issued no later than 3 months after the date of the Meeting (or such 
                    longer period of time as ASX may in its discretion allow).
          (iii)     The issue price of the Placement Shares will be not less than 80% of the average market price for 
                    Shares calculated over the last five days on which sales in the Shares are recorded before the day 
                    on which the issue is made.
          
          (iv)      The Directors will determine the persons to whom the Placement Shares will be issued but these 
                    persons will not be a related party or an associate of a related party of the Company and will be 
                    overseas investors or sophisticated or professional investors resident in Australia.
          
          (v)       The Placement Shares will be fully paid ordinary shares in the capital of the Company and will be 
                    issued on the same terms and conditions as existing Shares.

          (vi)      The Company intends to utilise in part the funds raised from the issue of the Placement Shares to
                    satisfy the Company's obligation under the Proposed Transaction, and to use the remainder of the 
                    proceeds for working capital requirements.
          
          (vii)     The issue of the Placement Shares will occur progressively.
          
          (viii)    A voting exclusion statement is included in the Notice for Resolution 1.

6.4       Directors' recommendation
          
          The  Directors consider that the Proposed Transaction and the Placement are in the best interests of the
          Company and recommend that Shareholders vote in favour of Resolution 1.

7.        Resolution 2 - Approval to issue Placement Warrants

7.1       General
          
          Resolution 2 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue 300,000,000 Placement
          Warrants with an exercise price of £0.005 (approximately A$0.0091c) each and expiry date of 2 years from
          the date of issue.
          
          Resolution 2 is an ordinary resolution.

7.2       Listing Rule 7.1
          
          Listing  Rule 7.1 provides that a 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.
          
          The  effect  of Resolution 2 will be to allow the Directors to issue the Placement Warrants  within  the
          period of 3 months after the Meeting (or such longer period of time as ASX may in its discretion allow),
          without using the Company's 15% annual placement capacity.

7.3       Specific information required by Listing Rule 7.3
          
          In accordance with Listing Rule 7.3, information is provided in relation to the Placement as follows:
          
          (i)       The maximum number of Placement Warrants to be issued is 300,000,000.

          (ii)      The Placement Warrants will be issued no later than 3 months after the date of the Meeting (or 
                    such longer period of time as ASX may in its discretion allow).
          
          (iii)     The Placement Warrants will be issued to the investors who subscribe for Shares under the Placement.
                    The Directors will determine the persons to whom Shares under the Placement will be issued but 
                    these persons will not be a related party or an associate of a related party of the Company and 
                    will be overseas investors or sophisticated or professional investors resident in Australia.
          
          (iv)      The Placement Warrants will be allotted at nil consideration.

          (v)       The exercise price of the Placement Warrants will be £0.005 (approximately A$0.0091) each.

          (vi)      Each Placement Warrant entitles the holder to subscribe for one Share at an exercise price of £0.005
                    (approximately A$0.0091) and has an expiry date that is 2 years from the date of issue. Upon 
                    exercise of the Placement Warrants, the Shares issued will rank pari passu with the Company's 
                    existing Shares on issue.
          
          (vii)     The Company intends to utilise any funds raised from the issue of the Placement Warrants for working
                    capital requirements.
          
          (viii)    The issue of the Placement Warrants will occur progressively. 

          (ix)      A voting exclusion statement is included in the Notice for Resolution 2.

7.4       Directors' recommendation
          
          The  Directors consider that the Proposed Transaction and the Placement are in the best interests of the
          Company and recommend that Shareholders vote in favour of Resolution 2.

8.        Resolution 3 - Approval to Issue SPP Shares

8.1       General
          
          Resolution 3 seeks Shareholder approval for the issue of the SPP Shares.
          
          Resolution 3 is an ordinary resolution.

8.2       Listing Rule 7.1
          
          Listing  Rule 7.1 provides that a 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.
          
          The  effect  of  Resolution  3  will  be to allow the Directors to issue  the  SPP  Shares  to  Eligible
          Shareholders during the period of 3 months after the Meeting (or such longer period of time as  ASX  may
          in its discretion allow), without using the Company's 15% annual placement capacity.

8.3       Specific information required by Listing Rule 7.3
          
          In  accordance with Listing Rule 7.3, information is provided in relation to the Share Purchase Plan  as
          follows:
          
          (i)       The maximum number of Shares to be issued is 200,000,000.

          (ii)      The SPP Shares will be issued no later than 3 months after the date of the Meeting (or such longer
                    period of time as ASX may in its discretion allow).
          
          (iii)     The SPP Shares will be issued each at a price of not less than 80% of the average market price for
                    Shares calculated over the last five days on which sales in the Shares are recorded before the date 
                    the prospectus is signed.
          
          (iv)      The SPP Shares will be issued to those Eligible Shareholders who participate in the Share Purchase 
                    Plan.

          (v)       The SPP Shares will be fully paid ordinary shares in the capital of the Company and will be issued 
                    on the same terms and conditions as the Company's existing Shares.
          
          (vi)      The Company intends to utilise the funds raised from the Share Purchase Plan as working capital.
          
          (vii)     The issue of the SPP Shares will occur progressively.

          (viii)    A voting exclusion statement is included in the Notice for Resolution 3.

8.4       Directors' recommendation
          
          The  Directors  consider  that  the Share Purchase Plan is in the best  interests  of  the  Company  and
          recommend that Shareholders vote in favour of Resolution 3.

9.        Resolution 4 - Ratification of GRIT Placement

9.1       General
          
          In  accordance  with Listing Rule 7.1, the Company must not, subject to specified exceptions,  issue  or
          agree  to issue more equity 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 which were issued other than in breach of 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 disregard the Shares issued under the
          GRIT Placement when calculating the number of equity securities which the Company may issue pursuant  to
          its  15%  annual  placement  capacity set out in Listing Rule 7.1, without obtaining  prior  Shareholder
          approval.
          
          Resolution 4 is an ordinary resolution.
          
          The Chairman intends to exercise all available proxies in favour of Resolution 4.

9.2       Specific information required by Listing Rule 7.5

          In  accordance  with  Listing Rule 7.5, information is provided in relation to  the  GRIT  Placement  as
          follows:
          
          (a)       170,000,000 Shares were issued to GRIT on 10 March 2014.
          
          (b)       The Shares were issued at a price of 0.4 pence (£0.004) each in return for 680,000 shares in GRIT 
                    at a price of £1 each.
          
          (c)       The Shares under the GRIT Placement are fully paid ordinary shares in the capital of the Company and
                    rank equally in all respects with the Company's existing Shares in issue.
          
          (d)       No funds were raised by the Company from the issue of the Shares as they were issued for non-cash
                    consideration in the form of shares in GRIT.  The Company plans to use any proceeds from future 
                    disposals of the GRIT shares for working capital purposes.
          (e)       A voting exclusion statement is included in the Notice for Resolution 4.

9.3       Director recommendation
          
          The  Directors consider that ratification of the issue of the GRIT Placement for the purposes of Listing
          Rule  7.4  is  in the best interests of the Company and recommend that Shareholders vote  in  favour  of
          Resolution 4.

10.       Resolution 5 - Ratification of Loan Note Issue

10.1      General
          
          In  accordance  with Listing Rule 7.1, the Company must not, subject to specified exceptions,  issue  or
          agree  to issue more equity 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 may ratifies the previous  issue  of
          securities which were issued other than in breach of 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 5 will be to allow the Company to disregard  the  Loan  Notes  when
          calculating  the  number of equity securities which the Company may issue pursuant  to  its  15%  annual
          placement capacity set out in Listing Rule 7.1, without obtaining prior Shareholder approval.

          Resolution 5 is an ordinary resolution.
          
          The Chairman intends to exercise all available proxies in favour of Resolution 5.

10.2      Specific information required by Listing Rule 7.5
          
          In accordance with Listing Rule 7.5, information is provided in relation to the Loan Note as follows:
          
          (i)       One Loan Note is issued with an initial face value of £437,500.

          (ii)      The Loan Note is issued at an effective issue price of £350,000.
          
          (iii)     The terms of the Loan Notes are summarised in Schedule 5.
          
          (iv)      The Company has utilised and will utilise the balance of the funds raised from the issue of the Loan
                    Note for working capital purposes.

          (v)       A voting exclusion statement is included in the Notice for Resolution 5.

10.3      Directors' recommendation
          
          The  Directors consider that ratification of the issue of the Loan Note for the purposes of Listing Rule
          7.4 which will give effect to the conversion rights summarised in Schedule 5 is in the best interests of
          the Company and recommend that Shareholders vote in favour of Resolution 5.

11.       Resolution 6 - Approval of Loan Note Warrants

11.1      General
          
          Resolution 6 seeks Shareholder approval for the Loan Note Warrants. A summary of the Loan Note  Warrants
          is set out in Schedule 2.
          
          None  of  the  subscribers under the Loan Note Warrants will be a related party or  an  associate  of  a
          related party of the Company
          
          Resolution 6 is an ordinary resolution.

11.2      Listing Rule 7.1
          
          Listing  Rule 7.1 provides that a 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.
          
          The  effect  of Resolution 6 will be to allow the Directors to issue the Loan Note Warrants  during  the
          period of 3 months after the Meeting (or such longer period of time as ASX may in its discretion allow),
          without using the Company's 15% annual placement capacity.

11.3      Specific information required by Listing Rule 7.3
          
          In  accordance with Listing Rule 7.3, information is provided in relation to the Loan Note  Warrants  as
          follows:
          
          (i)       The maximum number of Loan Note Warrants to be issued is 164,062,500.

          (ii)      The Loan Note Warrants will be issued in accordance with the terms outlined in Schedule 2 no later 
                    than 3 months after the date of the Meeting (or such longer period of time as ASX may in its 
                    discretion allow).
          
          (iii)     The issue price of the Loan Note Warrants will be nil.
          
          (iv)      The Loan Note Warrants will be issued to the Lender.

          (v)       Upon exercise of the Loan Note Warrants, the Shares will be fully paid ordinary shares in the 
                    capital of the Company and will be issued on the same terms and conditions as the Company's 
                    existing Shares.
          
          (vi)      The Company intends to utilise the funds raised from the issue of the exercise of the Loan Note 
                    Warrants as working capital.
          
          (vii)     A voting exclusion statement is included in the Notice for Resolution 7.

11.4      Directors' recommendation
          
          The  Directors consider that approval of the Loan Note Warrants is in the best interests of the  Company
          and recommend that Shareholders vote in favour of Resolution 7.








                                              Schedule 1- Definitions

In the Notice and this Explanatory Memorandum:

£ and pence mean the lawful currency of the United Kingdom.

A$ means Australian Dollars.

Adjustment  Event means any or all of the following, at any time, or by reference to any record  date,  while  the
Loan Note remains in issue:

   (a)       any issue of securities by the Company by way of capitalisation of profits or reserves; or

   (b)       any sub-division or consolidation of securities by the Company.

AIM means the AIM market of the London Stock Exchange Plc.

Announcement has the meaning provided in Section 3.2.

ASIC means the Australian Securities and Investment Commission.

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

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

Board means the board of Directors from time to time.

Business Day means any day of the year, other than a Saturday, Sunday or any day on which Canadian chartered banks
are  generally  closed for business in Vancouver, British Columbia or that is a public holiday in  Perth,  Western
Australia.

C$ means Canadian Dollars.

Chair or Chairman means the person appointed to chair the Meeting.

Company means Forte Energy NL ACN 009 087 852.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

DI has the meaning given in Section 2.2.

Eligible  Shareholders  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 jurisdiction in or into which an offer of Shares would be unlawful.

EUU means European Uranium Resources Ltd. EUU is listed on the Ventures Exchange of the Toronto Stock Exchange (as
well as on the OTCQX and Frankfurt exchanges).

Explanatory Memorandum means this explanatory memorandum.

Forte and Company means Forte Energy NL ACN 009 087 852.

GRIT means Global Resources Investment Trust plc, a company listed on the London Stock Exchange.

GRIT Placement means the placement to GRIT described in section 5.1.

GRIT Shares means the placement to GRIT described in section 5.1.

IRR means internal rate of return.

JORC Code means the Australasian Code for Reporting of Exploration Results, Minerals Resources and Ore Reserves

Lender means the holder of the Loan Note, currently Darwin Strategic Limited.

Listing Rules means the official listing rules of ASX, as may be amended from time to time.

Loan Instrument means the Senior Loan Note Instrument between the Company and the Lender of April 2014.

Loan Note has the meaning given in Section 5.2.

Loan Note Conversion Rights means in the event that the loan advanced to the Company by the Lender pursuant to the
Loan  Instrument is not repaid by 10 July 2014 and the Lender so elects, the conversion of all or part of the loan
under  the  Loan Instrument into Shares of the Company at the lower of 0.4 pence (£0.004) per share or 80%  of  an
average  market  price calculated during the twenty days prior to the conversion to the Lender in accordance  with
the Loan Instrument.

Loan Note Warrants means the issue of up to 164,062,500 warrants to the Lender in accordance with Warrant Deed.

LOI has the meaning given in Section 3.1.

Ludovika Companies mean Ludovika Energy and Ludovika Mining.

Ludovika  Energy  means  Ludovika  Energy  SRO, a company incorporated in  the  Slovak  Republic,  having  company
registration number 36635880.

Ludovika  Mining  means  Ludovika  Mining  SRO, a company incorporated in  the  Slovak  Republic,  having  company
registration number 47234474.

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

Notice  means  the  notice  of  general  meeting  in respect of the  Meeting  which  this  Explanatory  Memorandum
accompanies.

NPV means net present value.

PFS has the meaning given in Schedule 4.

Placement has the meaning given Section 4.1.

Placement Shares has the meaning given in Resolution 1.

Placement Warrants has the meaning given in Section 4.2.

Projects has the meaning given in Section 3.1.

Proposed Transaction 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 contained in the Notice.

Schedule means a schedule to this Notice.

Section means a section contained in this Explanatory Memorandum.

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

Share Purchase Agreement has the meaning given in Section 3.1.

Share Purchase Plan has the meaning given in Section 4.3

Shareholder means a shareholder of the Company.

SPP Shares has the meaning given in Resolution 3.

Warrant Deed means the Warrant Deed relating to ordinary shares in the Company, between the Company and the Lender
of April 2014.

Warrant Period has the meaning given in Schedule 2.

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






                                       Schedule 2- Terms of the Warrant Deed


(a)       Conditions precedent

The Loan Note Warrants are subject to the satisfaction of the following:

(i)       The Loan Note being issued to the Lender; and

(ii)      the  Shareholders of the Company passing all resolutions as are required under Rule 7.1 of  the  Listing
          Rules to give effect to the Loan Note Warrants.

(b)       Key terms

The following are the key terms to the Warrant Deed:

(i)       The  Loan Note Warrants are subject to a five year and seven day expiry (Warrant Period) and an exercise
          price of 0.4 pence (£0.004) per Share to the Lender in accordance with Warrant Deed.
(ii)      Subject to the Warrant Deed, the Loan Note Warrants can be exercised at any time during the Warrant
Period.

(iii)     Five business days' notice must be provided to the Company prior to exercising the Loan Note Warrants.

(iv)      On  exercise of the Loan Note Warrants (which may be in whole or in part), the Company is bound to issue
          and allot the Shares to the Lender.

(v)       On  the business day that any Loan Note Warrants are issued pursuant to the Warrant Deed, the Company is
          obliged to apply to the London Stock Exchange for those Loan Note Warrants to be admitted to trading on AIM 
          and must use all reasonable endeavours to obtain the admission to trading on AIM of such Loan Note Warrants 
          as soon as possible.
(vi)      For so long as the Loan Note Warrants remain exercisable, the Company must keep available for issue,
          free from pre-emptive rights, sufficient share capital to satisfy in full such portion of the Loan Note 
          Warrants as remains exercisable and the Company will at all times be duly authorised to issue Loan Note 
          Warrants without any pre-emptive rights applying and will have all Shareholder approval required in order to 
          discharge its obligations under the Warrant Deed.

(vii)     If  at any time during the Warrant Period an offer is made to all holders of the equity share capital to
          acquire the whole or any part of such equity share capital, the Company, unless prohibited by law, must give 
          at least two business days written notice to the Lender of such offer and must procure that the Lender is 
          given a reasonable opportunity to exercise the Loan Note Warrants before any such offer is accepted.

(viii)    If  at  any time during the course of the Warrant Deed notice is given of a proposed resolution for  the
          voluntary winding up of the Company, the Lender may exercise its rights under the Warrant Deed during the 
          period of such notice but not later than 24 hours before the general meeting is convened.

(ix)      Adjustments  can be made to the price of the Loan Note Warrants for certain prescribed customary  events
          in accordance with the Warrant Deed.
            
            
            
                                                         
                              Schedule 3 - Terms and conditions of Placement Warrants

1.        Entitlement

      Each  Placement  Warrant entitles the holder (Holder) to subscribe for one ordinary  share  (Share)  in  the
      Company upon exercise.

2.        Exercise Price and Expiry Date
      
      a)        The exercise price of each Placement Warrant is £0.005 (approximately A$0.0091) (Exercise Price).
      b)        The expiry date of each Placement Warrant is the second anniversary of issue (Expiry Date).

3.        Exercise Period
      
      The  Placement  Warrants are exercisable at any time after the date of grant of the Placement  Warrants  and
      before  5.00pm (Perth time) on the Expiry Date (Exercise Period).  Placement Warrants not exercised  by  the
      end of the Exercise Period will automatically lapse.

4.        Notice of Exercise
      
      The  Placement  Warrants  may be exercised during the Exercise Period by notice in writing  to  the  Company
      (Notice  of  Exercise)  and payment of the Exercise Price for each Placement Warrant  being  exercised.  Any
      Notice  of  Exercise of a Placement Warrant received by the Company will be deemed to be  a  notice  of  the
      exercise of that Placement Warrant as at the date of receipt.
      
      Placement Warrants may only be exercised in tranches of 1,000,000 Placement Warrants or more.

5.        Shares issued on exercise

      Shares issued on exercise of the Placement Warrants will rank equally with the then shares of the Company.

6.        Quotation of Shares on exercise

      Subject to the Company being admitted to the official list of the ASX at the time of issue of the Shares  on
      exercise  of  the Placement Warrants, application will be made by the Company to ASX for official  quotation
      of the Shares issued upon the exercise of the Placement Warrants.

7.        Timing of issue of Shares and quotation of Shares on exercise
      
      Within 15 Business Days after the later of the following:
      
      a)        receipt of a Notice of Exercise given in accordance with these terms and conditions and payment of the
                Exercise Price for each Placement Warrant being exercised; and
      
      b)        the earlier to occur of:
             
             (i)       when excluded information in respect to the Company (as defined in section 708A(7) of the 
                       Corporations Act) (if any) ceases to be excluded information; or
             (ii)      the Holder elects that the Shares to be issued pursuant to the exercise of the Placement 
                       Warrants will be subject to a holding lock for a period of 12 months, 
      
     the Company will:
      
      c)        allot and issue the Shares pursuant to the exercise of the Placement Warrants;
      d)        in the circumstances where clause 7(b)(i) applies, give ASX a notice that complies with section
                708A(5)(e) of the Corporations Act or lodge a prospectus with ASIC that qualifies the Shares issued 
                upon exercise of the Placement Warrants for resale under section 708A(11) of the Corporations Act;
      
      e)        in the circumstances where clause 7(b)(ii) applies, apply a holding lock in accordance with clause 8 in
                respect of the Shares issued upon exercise of the Placement Warrants; and
        
      f)        subject to the Company being admitted to the official list of the ASX at the time of issue of the Shares
                on exercise of the Placement Warrants, apply for official quotation on ASX of Shares issued pursuant to 
                the exercise of the Placement Warrants.

8.        Holding lock
      
      a)        The Holder may make an election pursuant to clause 7(b)(ii) at any time following delivery of a Notice
                of Exercise and payment of the Exercise Price for each Placement Warrant being exercised.
      
      b)        If the Holder makes an election pursuant to clause 7(b)(ii), then:
             
             (i)    the Shares to be issued will be held by the Holder on the Company's issuer sponsored 
                    sub-register (and
                    not in a CHESS sponsored holding); (This is to avoid the need to enter into tripartite arrangements 
                    with the CHESS sponsor if the Shares will be held in a CHESS sponsored account).
             (ii)   the Company will apply a holding lock on the Shares to be issued and the Holder is taken to have 
                    agreed to that application of that holding lock;
             
             (iii)  the Company shall release the holding lock on the Shares on the earlier to occur of:
                    
                    A.     the date that is 12 months from the date of issue of the Shares; or
                    
                    B.     the date the Company issues a disclosure document that qualifies the Shares for trading in 
                           accordance with section 708A(11); or
                    
                    C.     the date a transfer of the Shares occurs pursuant to clause 8(b)(iv); and
             
             (iv)   the Shares shall be transferable by the Holder and the holding lock will be lifted provided that the
                    transfer of the Shares complies with section 707(3) of the Corporations Act and the transferee of  
                    the Shares agrees by way of a deed poll in favour of the Company to the holding lock applying to 
                    the Shares following their transfer for the balance of the period in clause 8(b)(iii).

9.        Participation in new issues
      
      There  are no participation rights or entitlements inherent in the Placement Warrants and Holders  will  not
      be  entitled  to  participate in new issues of capital offered to Shareholders during the  currency  of  the
      Placement  Warrants.  For the avoidance of doubt, this does not restrict any entitlement  Holders  may  have
      from their existing shareholdings in the Company.

10.       Adjustment for bonus issues of Shares

      If  the  Company makes a bonus issue of Shares or other securities to existing Shareholders (other  than  an
      issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):
      
      (a)    the number of Shares which must be issued on the exercise of a Placement Warrant will be increased by
             the number of Shares which the Holder would have received if the Holder had exercised the Placement 
             Warrant before the record date for the bonus issue; and
             
             
      
      (b)    no change will be made to the Exercise Price.

11.       Adjustment for rights issue

      If  the Company makes an issue of Shares pro rata to existing Shareholders (other than a bonus issue  or  an
      issue in lieu of in satisfaction of dividends or by way of dividend reinvestment) the Exercise Price of  the
      Placement Warrants will be reduced according to the following formula:

      New exercise price = O - (E[P-(S+D)])/(N+1)
           
      O    =    the old Exercise Price of the Placement Warrant.
      
      E    =    the number of underlying Shares into which one Placement 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.

12.       Adjustments for reorganisation

      If  there is any reconstruction of the issued share capital of the Company, the rights of the Holders may be
      varied  to  comply  with  the  ASX  Listing Rules which apply to the  reconstruction  at  the  time  of  the
      reconstruction.

13.       Quotation of Placement Warrants

      No application for quotation of the Placement Warrants will be made by the Company.

14.       Placement Warrants transferable

      Placement  Warrants  are only transferable provided that the transfer complies with section  707(3)  of  the
      Corporations  Act.  For the avoidance of doubt and without limiting the Company's obligations  under  clause
      7,  the Company is under no obligation to issue, or assist prepare, a disclosure document for the purpose of
      ensuring a transfer of Placement Warrants complies with section 707(3).




                                    Schedule 4 - Listing Rule 5.12 Information


Accompanying Notes to Foreign Mineral Resource Estimates

1.        ASX Listing Rule 5.12.1 - Provide the source and date of the foreign estimates.
          
          The foreign mineral resource estimates detailed below are based on official geological reports completed
          for EUU 2011 and 2012.
          
          Kuriskova
          
          Preliminary Feasibility Study (PFS) for the Kuriskova Project, Eastern Slovakia prepared for EUU by  Dr.
          Rex  Bryan,  Ph.D.  and  Dr.  Richard W. Jolk, P.E. of Tetra Tech, Inc.  The report  titled  "NI  43-101
          Technical Report, Kuriskova Uranium Project" is dated effective March 13, 2012.
          
          Novoveska Huta
          
          "Technical  Report  Mineral  Resource Novoveska Huta Uranium Project  east-Central  Slovakia"  is  dated
          effective  October 17, 2011. The resource estimate was prepared by Ravi Sharma, Tournigan's  Manager  of
          Resources  and  Reserves, and has been reviewed, audited and approved by Tetra Tech, Inc. The  technical
          report was completed by Dr. Rex Bryan, Ph.D. and Dr. Richard Jolk, PE Ph.D. of Tetra Tech MM, Inc.'s.

2.        Listing Rule 5.12.2 - if the foreign estimates use categories of mineralisation other than those defined
          in Appendix 5A (JORC Code) provide an explanation of the differences.
          
          The  system  of  classification of mineral resources in Canada, NI 43-101, uses  similar  categories  of
          mineralisation to those in the JORC Code.

3.        Listing Rule 5.12.3 - Provide the relevance and materiality of the foreign estimates to the entity.
          
          The  addition  of  the cumulative mineral resources subject to the foreign estimates  outlined  in  this
          document  will  result in an increase in the Company's total uranium resource base  of  128%  which  the
          Company  considers material and requiring disclosure. The average resource grades are also substantially
          higher  than  those  of  the  Company's existing resource base. Also the Kuriskova  project  is  further
          advanced than the Company's existing projects as a PFS has been prepared for it.

4.        Listing Rule 5.12.4 - Detail the reliability of the foreign estimates, including by reference to any  of
          the criteria in Table 1 of Appendix 5A (JORC Code) which are relevant to understanding the reliability of the
          foreign estimates.
          
          The foreign estimates were prepared in accordance with Canadian National Instrument 43-101. The resource
          estimates  are less than 5 years old and the geological practices and criteria used to calculate  43-101
          resources  are similar to those used to calculate JORC resources. Therefore the quality and accuracy  of
          the foreign resources are expected to be high.
          
          The  foreign estimates were prepared by qualified persons who are well known within the uranium industry
          worldwide.  There are no significant differences between the criteria listed in Table 1 of  Appendix  5A
          (JORC Code) and those that were used in the preparation of the foreign estimates.

5.        ASX  Listing  Rule  5.12.5 - To the extent known provide a summary of the work  programs  on  which  the
          foreign estimates are based and a summary of the key assumptions, mining and processing parameters, and 
          methods used to prepare the foreign estimates.
          
          Kuriskova
          
          (a)       The deposit was discovered in the 1980's by the (then) Czechoslovakian State uranium mining 
                    authority. During this time, 53 diamond holes were drilled totalling approximately 17,000m.

          (b)       EUU (and its predecessor company Tournigan Energy Ltd.) during the years 2005 - 2011 drilled an
                    additional 125 diamond holes in the property totalling about 41,670 m.
          
          (c)       Using data from 13 (out of 53) of the historic drill holes, a 43-101 compliant resource estimate was
                    prepared in 2008, which was then updated with additional drill data in 2011.
          
          (d)       A 43-101 compliant Prefeasibility Study was prepared in 2012.  The 2011 resource estimate was used 
                    as the basis from which an underground reserve was estimated using mining, metallurgical and 
                    capital cost factors. In compliance with 43-101 standards, the Inferred portion of the resource was 
                    excluded from the reserve estimate.
          
          Novoveska Huta
          
          (a)       The deposit was discovered in 1952 by the (then) Czechoslovakian State uranium mining authority.
          
          (b)       During the 1950's, various surface exploration programmes were conducted, several audits were 
                    excavated and two shafts were sunk with some development drifting. Some 300 tonnes of mineralized 
                    material were extracted for metallurgical testing.
          
          (c)       During the 1970's and 1980's, there were several campaigns of surface and underground drilling. In 
                    1989, exploration activity at Novoveska Huta was stopped and the underground workings were allowed 
                    to flood.

          (d)       EUU's predecessor company Tournigan Energy Ltd. conducted surface diamond drilling on the deposit 
                    from 2006 to 2011. During this time, 17 diamond holes totalling 8897 m were drilled. These comprise 
                    7 twin holes drilled to verify historical drill holes, 2 twin holes designed to verify data from 
                    the historic shaft, 2 exploration holes drilled into the western block and 6 stepout holes (of 
                    which 5 were completed) that were drilled to explore and extend the deposit to the east.
          
          (e)       A 43-101 compliant resource estimate was prepared in 2011.

6.        Listing  Rule  5.12.6  -  Are  there  any  more  recent estimates  or  data  relevant  to  the  reported
          mineralisation available to the entity.
          
          The  Company  is  not aware of any more recent estimates or data relevant to the reported mineralisation
          for either of the Slovakian uranium projects.

7.        Listing Rule 5.12.7 - Detail the evaluation and/or exploration work that needs to be completed to verify
          the foreign estimates as mineral resources or ore reserves in accordance with Appendix 5A (JORC Code).
          
          The  Company intends to undertake a comprehensive review of existing data and reports in relation to the
          foreign estimates of mineral resources and the PFS prepared for Kuriskova. Based on the results  of  the
          review,  the  Company  will  determine whether any further ground exploration activities,  metallurgical
          testing  or mining studies are required to verify the existing mineral resources. The Company will  then
          carry  out  the  identified further activities and, if required, recalculate the  mineral  resources  in
          accordance with JORC Code.

8.        Listing  Rule 5.12.8 - Explain the proposed timing of any evaluation and/or exploration work the  entity
          intends to undertake and how the entity intends to undertake that work.
          
          The data review will commence following completion of the acquisition of the Slovakian uranium assets
          from European Uranium. It is anticipated that the mineral resources will be JORC Compliant by June 2015
          
          
          
          
          
          
                                        Schedule 5 - Terms of the Loan Note

(a)       The following are the key terms of the Loan Note
           
          (i)       The Company is obliged to issue the Loan Note to the Lender in the amount of £437,500 (Principal 
                    Amount) as consideration for the advance by the Lender to the Company of £350,000;

          (ii)      Subject to earlier repayment in accordance with the below, the Loan Note is repayable on the 
                    maturity date being 10 July 2014 subject to the such date being extended to 9 January 2016 in the 
                    event repayment is not made on 10 July 2014;
           
           (iii)     The Loan Note is subject to early repayment in the following circumstances:
                      
                      a.   immediately upon demand from the Lender following a change of control or various customary 
                           events of default, in such circumstances the amount due to the Lender is 120% of the then 
                           Principal Amount; and
                      
                      b.   in the event the Company raises any proceeds from equity financing or by way of sale of the 
                           GRIT shares (see section 5.1) the Company shall immediately use such proceeds to repay the 
                           Loan Note;
           
           (iv)      In the event the maturity date is extended as per the above, the Principal Amount of the Loan Note 
                     shall increase to £481,250.
           
           (v)       No interest is payable on the Principal Amount subject to default interest being due in the event 
                     of a valid conversion election from the Lender and the failure by the Company to comply as the per
                     the below.
           
           (vi)      All payments made to the Lender by the Company are to be made in full and without any deductions 
                     for any taxation obligations, save as required by law.

(b)       The  Loan  Note  is  convertible, subject to prior shareholder approval  of  the  conversion  provisions
          pursuant to resolution 5, at the election of the Lender any time following 10 July 2014 to 9 January 2016
          (Conversion Period), subject to the following:
          
          (i)       the Lender is entitled to convert all or any portion of the outstanding Loan Note into Shares of the
                    Company;
          
          (ii)      the conversion rate is at the lower of 0.4 pence per share or 80% of an average market price 
                    calculated during the twenty days prior to the conversion (subject to an Adjustment Event) 
                    (Conversion Price);
          
          (iii)     if the Company fails to issue the Shares in accordance with the Loan Instrument, a default interest 
                    at the rate of 1% per month of the Loan Note (as outstanding at the date of the conversion) is 
                    payable to the Lender until such time that the Company complies therewith;
          
          (iv)      the number of Shares issuable upon conversion of all or any portion of the Principal Amount of the 
                    Loan Note shall be determined in accordance with the following formula:
          
          
                                                   Principal Amount being converted
                                                           Conversion Price
          
          
          
          (v)       The Company shall pay any and all duties and taxes including any and all stamp duty, stamp duty 
                    reserve tax, documentary, registration or other similar taxes that may be payable with respect to 
                    the issuance if the Shares upon conversion of the Loan Note.

(c)      The Loan Note contains customary warranties, representations and undertakings for security of this
         nature.






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 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  10:00am
(AWST)  on  Wednesday  30  July  2014, at Level 1, 330 Churchill Avenue, Subiaco, Western  Australia  and  at  any
adjournment or postponement of that Meeting.
[Important for Resolution [1 to 6] (inclusive):  The Chair of the meeting intends to vote undirected proxies in
favour of the Resolutions [1 to 6] (inclusive).
                                                                                 
If the Chair of the meeting is appointed as your proxy, or may be appointed      
by default and you do not wish to direct your proxy how to vote as your proxy
in respect of Resolutions [1 to 6] (inclusive), please place a mark in the
box.

By  marking  this box, you acknowledge that the Chair of the meeting may exercise your proxy even  if  he  has  an
interest  in  the outcome of the Resolutions [1 to 6] (inclusive) and that votes cast by the Chair of the  meeting
for  those Resolutions other than as proxy holder will be disregarded because of that interest. If you do not mark
this  box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the Resolutions
[1  to  6] (inclusive) and your votes will not be counted in calculating the required majority if a poll is called
on the resolution.]

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    Approval to issue Placement Shares                                                    
                                                                                                      
Resolution 2    Approval to issue Placement Warrants                                                  
                                                                                                      
Resolution 3    Approval to issue SPP Shares                                                          
                                                                                                      
Resolution 4    Ratification of GRIT Placement                                                        
                                                                                                      
Resolution 5    Ratification of Loan Note Issue                                                       
                                                                                                      
Resolution 6    Approval of Loan Note Warrants                                                        
                                                                                                      

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 two or more votes
at the Meeting the Shareholder may appoint not more than two 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