Forte Energy NL
LSE : FTE

February 04, 2011 02:00 ET

Notice of General Meeting

                                                                                                                  
                                                                                                               
                                                                                                FORTE ENERGY NL
                                                                                                ACN 009 087 852
                                                                                              ASX/AIM CODE: FTE
                                                                 Perth - Tel: +618 9322 4071, Fax: +618 9322 4073
                                                            London - Tel: +44 203 300 0187, Fax: +44 207 409 2857
                                                         
                                                         
                                                         
                                                         
                                             NOTICE OF GENERAL MEETING
                                                         
Shareholders are advised that a General Meeting of Forte Energy NL (the Company) will be held on Tuesday 8 March 2011
in  the  Heritage  Boardroom, 1st Floor, The Melbourne Hotel, Cnr Hay & Milligan Streets,  Perth,  Western  Australia
commencing at 10.30 am (Perth Time) (General Meeting).

Information  on  each  resolution set out below is contained in the Explanatory Statement, which  accompanies  and
forms part of this Notice of Meeting.

1.      RESOLUTION 1 - RATIFICATION OF ISSUE OF SHARES
            
        To consider and, if thought fit, pass the following resolution as an ordinary resolution:

        "That, in accordance with ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the  issue
        of  87,098,704 fully paid ordinary shares in the Company on 27 January 2011 at an issue price of  A$0.125  to
        sophisticated  institutional clients of Blackwood Capital Limited and StoneBridge Group Pty  Limited  on  the
        terms in the Explanatory Statement."

Voting Exclusion statement
For the purposes of the ASX Listing Rule 7.5.6, the Company will disregard any votes cast on this resolution by
any person who has participated in the issue and any associates of those persons, if the Resolution is passed.
However, the Company need not disregard a vote if:
*       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
*       it is cast by a person chairing the General 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 FOR THE ISSUE OF SHARES

        To consider and, if thought fit, pass the following resolution as an ordinary resolution:

        "That,  in  accordance  with ASX Listing Rule 7.1 and for all other purposes, the  Shareholders  approve  the
        issue  of  up  to  32,901,296  fully paid ordinary shares in the Company at an  issue  price  of  A$0.125  to
        sophisticated  institutional clients of Blackwood Capital Limited and StoneBridge Group Pty  Limited  on  the
        terms in the Explanatory Statement."

Voting Exclusion statement
For the purposes of the ASX Listing Rule 7.3.8, the Company will disregard any votes cast on this resolution by
any person who may participate in the proposed issue and any other person who may 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 those persons.  However, the Company need not disregard a vote if:
*       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
*       it is cast by a person chairing the General 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.
EXPLANATORY STATEMENT

Shareholders  should  read the Explanatory Statement accompanying this Notice for further information  regarding  the
above resolutions.
                                                         
PROXIES

A  Shareholder who is entitled to vote at the General Meeting has a right to appoint a proxy and should use the Proxy
Form enclosed with this Notice of Meeting.  The proxy need not be a Shareholder of the Company.

A  Shareholder  who  is entitled to cast 2 or more votes may appoint two proxies and may specify  the  proportion  or
number  of  votes  each  proxy is appointed to exercise.  If two proxies are appointed and the appointment  does  not
specify  the  proportion or number of votes that the proxy may exercise, section 249X of the  Corporations  Act  2001
takes effect so that each proxy may exercise half of the votes (ignoring fractions).
                                                         
A  proxy's  authority to speak and vote for a Shareholder at the General Meeting is suspended if the  Shareholder  is
present at the General Meeting.

The  Proxy  Form must be signed and dated by the Shareholder or the Shareholder's attorney.  Joint Shareholders  must
each sign.

Proxy  Forms  and  the  original or a certified copy of the power of attorney (if the Proxy  Form  is  signed  by  an
attorney) must be received by Forte Energy NL:

            *       At GPO Box 2870, West Perth, Western Australia 6872 or
                    36 Outram Street, West Perth, Western Australia 6005 or

            *       On fax number +618 9322 4073,

No later than 10.30am (Perth time) on 6 March 2011.

BODIES CORPORATE

A  body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise
at  meetings  of the Shareholders.  The appointment may be a standing one.  Unless the appointment states  otherwise,
the  representative  may  exercise  all of the powers that the appointing body could  exercise  or  in  voting  on  a
resolution.

POINT AT WHICH VOTING RIGHTS ARE DETERMINED

It  has  been  determined that under the Corporations Regulations 7.11.37, for the purposes of the  General  Meeting,
Shares  will be taken to be held by the persons who are the registered holders at 5pm (Perth time) on  4 March  2011.
Accordingly, Share transfers registered after that time will be disregarded in determining entitlements to attend and
vote at the General Meeting.

By order of the Board







M D Reilly
Managing Director
4 February 2011
                                                         
                                        FORTE ENERGY N.L    ACN 009 087 852

EXPLANATORY STATEMENT TO ACCOMPANY THE NOTICE OF GENERAL MEETING

1.      Introduction

        This Explanatory Statement has been prepared for the Shareholders of Forte Energy NL (Forte Energy or  the
        Company)  in connection with the General Meeting of the Company to be held at 10.30 am (Perth time)  on  8
        March 2011 at The Melbourne Hotel, Cnr Hay & Milligan Streets, Perth, Western Australia.
        
        In recent years, Forte Energy has focussed its business activities upon the acquisition and exploration of
        a portfolio of uranium exploration projects in the Republics of Guinea and Mauritania, in West Africa. The
        Company  must raise capital to fund the exploration programmes necessary for the continued development  of
        these  assets  as well as to investigate other resource opportunities in Australia and internationally  to
        assess their appropriateness for the Company.
        
        The  Company announced to ASX and AIM on 19 January 2011 its intention to raise up to A$15,000,000 by  the
        issue  of  120,000,000  Shares  at A$0.125. An amount of 87,098,704 Shares were  issued  to  sophisticated
        clients  of Blackwood Capital Limited and StoneBridge Group Pty Limited on 27 January 2011 and the Company
        is  now  seeking ratification of this issue under Resolution 1.  Shareholder approval of Resolution  2  is
        being  sought  to  enable  up  to a further 32,901,296 Shares to be issued  to  sophisticated  clients  of
        Blackwood Capital Limited and StoneBridge Group Pty Limited. Information on each of the Resolutions is set
        out below.
        
2.      Resolution 1 - Ratification of Issue of Shares
        On  27  January  2011 the Company successfully completed a placement of 87,098,704 Shares at  A$0.125  per
        Share to raise a total of A$10,887,338 (before costs).
        
        ASX Listing Rule 7.1 provides that the prior approval of the shareholders of a company is required for  an
        issue  of  equity  securities if the securities will, when aggregated with the securities  issued  by  the
        Company  during the previous 12 months, exceed 15% of the number on issue at the commencement of  that  12
        month period.
        
        Under  ASX  Listing Rule 7.4, an issue of securities made without approval under ASX Listing Rule  7.1  is
        treated  as  having  been  made with approval for the purposes of ASX Listing Rule  7.1  if  each  of  the
        following applies:
        (a)     the issue did not breach ASX Listing Rule 7.1; and
        (b)     holders of the ordinary securities subsequently approve it.

        The issue of the 87,098,704 Shares did not breach ASX Listing Rule 7.1 because the Shares, when aggregated
        with the securities issued by the Company during the previous 12 months (other than securities issued with
        Shareholder approval) did not exceed 15% of the number of securities on issue at the commencement of  that
        12 month period as calculated under the formula set out in ASX Listing Rule 7.1.  However, the Company now
        seeks  Shareholder ratification of the issue of the 87,098,704 Shares pursuant to ASX listing Rule 7.4  in
        order  to reinstate the Company's capacity to issue up to 15% of its issued capital, if required,  in  the
        next 12 months without Shareholder approval.
        
        The  information requirements of ASX Listing Rule 7.5 require the following information to be provided  to
        Shareholders:
        (a)     Number of securities allotted:
                87,098,704 Shares
                         
        (b)     Price at which the securities were issued:
                A$0.125
                         
        (c)     Basis upon which the allottees were determined:
                 The  Shares were allotted to sophisticated institutional clients of Blackwood Capital Limited and
                 StoneBridge Group Pty Limited.  None of the allottees are related parties of the Company.

        (d)     Terms of the securities:
                The Shares rank equally in all respects with the existing Shares on issue.
                         
        (e)     Intended use of funds raised:
                The  funds  raised  will primarily be used by Forte Energy to progress its  West  African  uranium
                projects which will include:
                         
                 *        The  ongoing  resource drilling campaign at the Company's A238 uranium  anomaly  in  the
                          north  of  Forte Energy's leases in Mauritania with the aim of establishing a JORC  Code
                          compliant resource in H1 2011
                 
                 *        Additional exploration work at the A29 uranium anomaly, located 20km south along  strike
                          from the A238 uranium anomaly in Mauritania, and at other high priority prospects on its
                          Mauritanian ground holding
                 
                 *        Commence the Pre-Feasibility Study at the Company's 100% owned Firawa Uranium Project in
                          Guinea
                 
                 *        Further assaying and metallurgical testwork on the recently discovered presence of  Rare
                          Earth  Element  (REE)  at  the  Company's  Firawa  Uranium  Project,  with  the  aim  of
                          establishing a JORC Code compliant resource in H1 2011
                 
                 *        Ongoing investigation and targeting of other resource opportunities in West Africa.
                 
        (f)     Date of Issue:
                The Shares were issued on 27 January 2011.
                
        (g)     Voting Exclusion Statement:
                A voting exclusion statement is included in the Notice of Meeting.
                 

3.      Resolution 2 - Approval for the issue of Shares
    
        ASX Listing Rule 7.1 provides that the prior approval of the shareholders of a company is required for  an
        issue  of  equity  securities if the securities will, when aggregated with the securities  issued  by  the
        Company  during the previous 12 months, exceed 15% of the number on issue at the commencement of  that  12
        month period.
        
        Shareholder approval under ASX Listing Rule 7.1 is sought to ensure that the proposed issue of  Shares  by
        the  Company  pursuant to resolution 2 does not result in the Company being in breach of ASX Listing  Rule
        7.1,  and to provide the Company with flexibility to make future issues of securities during the  next  12
        months without first having to obtain approval of its shareholders.
        
        The  information requirements of ASX Listing Rule 7.3 require the following information to be provided  to
        shareholders:
        (a)     Number of securities to be allotted:
                32,901,296 Shares
                         
        (b)     Price at which the securities are to be issued:
                A$0.125
                         
        (c)     Date by which Company will issue securities:
                The  Shares  will be issued and allotted by not later than 3 months after the date of the  General
                Meeting or such later date as permitted by a waiver of the ASX Listing Rules.

        (d)     Basis upon which the allottees will be determined:
                The  securities  will  be  allotted to sophisticated institutional clients  of  Blackwood  Capital
                Limited and StoneBridge Group Pty Limited.  None of the allottees will be related parties  of  the
                Company.
                         
        (e)     Terms of the securities:
                The Shares will rank equally in all respects with the existing Shares on issue.
                         
        (f)     Intended use of funds raised:
                The  funds  raised  will primarily be used by Forte Energy to progress its  West  African  uranium
                projects which will include:
                         
                 *        The  ongoing  resource drilling campaign at the Company's A238 uranium  anomaly  in  the
                          north  of  Forte Energy's leases in Mauritania with the aim of establishing a JORC  Code
                          compliant resource in H1 2011
                 
                 *        Additional exploration work at the A29 uranium anomaly, located 20km south along  strike
                          from the A238 uranium anomaly in Mauritania, and at other high priority prospects on its
                          Mauritanian ground holding
                 
                 *        Commence the Pre-Feasibility Study at the Company's 100% owned Firawa Uranium Project in
                          Guinea
                 
                 *        Further assaying and metallurgical testwork on the recently discovered presence of  Rare
                          Earth  Element  (REE)  at  the  Company's  Firawa  Uranium  Project,  with  the  aim  of
                          establishing a JORC Code compliant resource in H1 2011
                 
                 *        Ongoing investigation and targeting of other resource opportunities in West Africa.
                         
        (g)     Dates of Allotment:
                The allotment of the Shares may occur progressively.
                
        (h)     Voting Exclusion Statement:
                A voting exclusion statement is included in the Notice of Meeting.
                

Definitions and Interpretation

Definition

In this Explanatory  Statement,  the  following  terms have the following meaning  unless  the  context  otherwise
requires:

$A means Australian Dollars.
AIM means the Alternative Investment Market of the London Stock Exchange.
ASIC means the Australian Securities and Investments Commission.
ASX means the Australian Stock Exchange operated by Australian Securities Exchange Limited (ABN 98 008 624 691).
ASX Listing Rules means the Listing Rules of ASX and "Listing Rules" has an identical meaning.
Board means the Board of Directors of the Company.
Business Day means any day that is not Saturday, Sunday or a public holiday in Western Australia.
Company or Forte Energy means Forte Energy NL ACN 009 087 862.
Constitution means the constitution of the Company.
Corporations  Act means the Corporations Act 2001 (Cth) and all regulations made pursuant to such legislation,  as
amended from time to time.
Director means a director of the Company.
Explanatory Statement means this explanatory statement.
General Meeting  has the meaning given to it in the introductory paragraph of the Notice of Meeting
Notice of Meeting means the Notice of Meeting to which the Explanatory Memorandum is attached.
Resolution means a resolution referred to in the Notice of Meeting.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a member of the Company, as defined in the Constitution of the Company.

Interpretation

Terms  used  in  this  Explanatory Statement have the same meaning as in the Corporations Act unless  the  context
otherwise requires.

                                                                                                               
                                                                                                FORTE ENERGY NL
                                                                                                ACN 009 087 852
                                                                                              ASX/AIM CODE: FTE
                                                                 Perth - Tel: +618 9322 4071, Fax: +618 9322 4073
                                                            London - Tel: +44 203 300 0187, Fax: +44 207 409 2857
                                                         

PROXY FORM

To:             The Company Secretary                    Address:        GPO Box 2870
                Forte Energy NL                                          West Perth
                                                                         WA 6872
                                                        Facsimile:       +618 9322 4073


I/We (name of shareholder) ...............................


Of (address)......................................

Being a shareholder/shareholders of Forte Energy NL hereby appoint:


(name).........................................


of (address).......................................

or  failing  that  person then the Chairman of the General Meeting as my/our proxy to attend and vote  for  me/us  on
my/our  behalf  at  the  General Meeting of Forte Energy NL to be held at The Melbourne Hotel,  Cnr  Hay  &  Milligan
Streets, Perth, Western Australia on 8 March 2011 commencing at 10.30 am (Perth time), and at any adjournment of that
General Meeting.


        This form is to be used in accordance with the directions below. Unless the proxy is directed, he or she may
        vote  or abstain as he or she thinks fit. In relation to any undirected proxies, the Chairman intends voting
        for  all resolutions being put forward at the Annual General Meeting. If the Chairman of the meeting is your
        nominated  proxy,  or may be appointed by default, and you have not directed your proxy how  to  vote  on  a
        resolution  below, please place a mark in this box.  By marking this box, you acknowledge that the  Chairman
        may  exercise  your proxy even if he has an interest in the outcome of a resolution and votes  cast  by  him
        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 Chairman of the meeting will not cast your votes and your
        votes  will not be counted in computing the required majority if a poll is called on this item. The Chairman
        of the meeting intends to vote undirected proxies in favour of all resolutions.

                                                                                    For     Against   Abstain
                                                                                                      

     Item 1            Ratification of issue of 87,098,704 Shares 

                                    
     Item 2            Approval for issue of 32,901,296 Shares                                        


If two proxies are appointed, the proportion of voting rights this proxy is authorised to exercise is.........%.
(An additional proxy form will be supplied by the Company on request).

DATED this......................Day of......................,2011

If the shareholder is an individual:



Signature:
..................................................
Name:
................................................

If the shareholder is a company:
Affix common seal (if required by Constitution)



.......................                      ....................
Director/Sole Director and Secretary         Director/Secretary


                                                         
                                        FORTE ENERGY N.L    ACN 009 087 852
                                                         
                                       Instructions for Appointment of Proxy

A Shareholder entitled to attend and vote is entitled to appoint no more than two proxies.

If  a  Shareholder  appoints  two proxies and the appointment does not specify the proportion  or  number  of  the
Shareholder's votes each proxy may exercise half of the votes.

Every  Shareholder  present  in  person or by proxy shall on a show of hands have  one  vote.   On  a  poll  every
Shareholder present in person or by proxy, attorney or representative shall have one vote for each Share held.

The  instrument appointing a proxy shall be in writing under the hand of the appointer or of his or  her  attorney
duly authorised in writing or, if the appointer is a corporation, either under seal or under hand of an officer or
attorney duly authorised in writing.  A proxy need not be a Shareholder of the Company.

The  instrument appointing a proxy and the power of attorney or other authority (if any) under which it is  signed
or  a  notarially certified copy of that power or authority must be received by the Company at the office  of  the
Company, 36 Outram Street, West Perth, Western Australia, or by facsimile on +618 9322 4073 by no later than 10.30
am (Perth time) on 6 March 2011.

                         

Contact Information

  • Forte Energy NL