Forte Energy NL
LSE : FTE

July 03, 2012 02:00 ET

Notice of General Meeting

                                                                                                                  
                                                  FORTE ENERGY NL

                                                  ACN 009 087 852







                                             NOTICE OF GENERAL MEETING


  For the General Meeting of the Company to be held at 9.30am (British Summer Time) on 2 August 2012 at Buchanan,
                                    3rd Floor, 107 Cheapside, London, EC2V 6DN,
                                                  UNITED KINGDOM











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
Buchanan,  3rd Floor, 107 Cheapside, London, EC2V 6DN, UNITED KINGDOM  on 2 August 2012 at 9.30am (British  Summer
Time) (Meeting).

The  Explanatory Memorandum to this Notice provides additional information on the matters to be considered at  the
Meeting.  The Explanatory Memorandum, Proxy Form and the Form of Instructions 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 31 July  2012  at  5.00pm
(AWST) (being 10.00am ( British Summer Time)).

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

AGENDA

1.        Resolution 1 - Ratification of Issue of First Tranche Shares
          
          To consider, and if thought fit, pass the following resolution as an ordinary resolution with or without
          amendment:
          
          "That,  pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, the prior  issue
          of  98,325,000 Shares each at an issue price of £0.0125 (approximately A$0.02 based on an exchange  rate
          of £1 = A$1.60) (First Tranche Shares) on the terms and conditions set out in the Explanatory Memorandum
          be and is hereby approved and ratified."
          
          Voting Exclusion
          
          The  Company will disregard any votes cast on this Resolution by a person (and any associates of such  a
          person) who participated in the issue of the First Tranche Shares.
          
          However, the Company need not disregard a vote if:
          
          (a)       it is cast by a person as proxy for a person who is entitled to vote, in accordance with the 
                    directions on the Proxy Form; or
          
          (b)       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.
          
          

2.        Resolution 2 - Authority to Issue Second Tranche Shares
          
          To consider, and if thought fit, pass the following resolution as an ordinary resolution with or without
          amendment:
          
          "That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, the issue  of  up
          to  101,675,000 Shares each at an issue price of £0.0125 (approximately A$0.02 based on an exchange rate
          of  £1  =  A$1.60)  (Second  Tranche Shares) on the terms and conditions  set  out  in  the  Explanatory
          Memorandum be and is hereby approved."
          
          Voting Exclusion
          
          The  Company will disregard any votes cast on this Resolution by a person (and any associates of such  a
          person)  who may participate in the issue of the Second Tranche Shares and a person who might  obtain  a
          benefit, except a benefit solely in the capacity of a holder of Shares, if this Resolution is passed.
          
          However, the Company will not disregard a vote if:
          
          (a)       it is cast by the person as proxy for a person who is entitled to vote, in accordance with 
                    directions on the Proxy Form; or
          
          (b)       it is cast by the 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.

3.        Resolution 3 - Authority to Issue Placement Options
          
          To consider, and if thought fit, pass the following resolution as an ordinary resolution with or without
          amendment:
          
          "That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, the issue  of  up
          to  100,000,000 Options each at nil issue price (Placement Options) on the terms and conditions set  out
          in the Explanatory Memorandum be and is hereby approved."
          
          Voting Exclusion
          
          The  Company will disregard any votes cast on this Resolution by a person (and any associates of such  a
          person)  who  may  participate in the issue of the Placement Options and a person  who  might  obtain  a
          benefit, except a benefit solely in the capacity of a holder of Shares, if this Resolution is passed.
          
          However, the Company will not disregard a vote if:
          
          (a)       it is cast by the person as proxy for a person who is entitled to vote, in accordance with 
                    directions on the Proxy Form; or
          
          (b)       it is cast by the 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.


4.        Resolution 4 - Authority to Issue Second Tranche Shares and Placement Options to Mr Mark Reilly
          
          To consider, and if thought fit, pass the following resolution as an ordinary resolution with or without
          amendment:
          
          "That, subject to Resolutions 2 and 3 being passed, and pursuant to and in accordance with Listing  Rule
          10.11  and  Chapter  2E of the Corporations Act and for all other purposes, Mr Mark  Reilly  and/or  his
          nominees  is/are  hereby  approved and authorised to participate in the proposed  issue  of  the  Second
          Tranche Shares and Placement Options the subject of Resolutions 2 and 3 (respectively), in respect of up
          to:
          
          (a)       4,000,000 Second Tranche Shares; and
          
          (b)       2,000,000 Placement Options,
          
          (Reilly Placement Securities) on the terms and conditions set out in the Explanatory Memorandum."
          
          Voting Exclusion
          
          The Company will disregard any votes cast on this Resolution by Mr Reilly and any of his associates.
          
          However, the Company will not disregard a vote if:
          
          (a)       it is cast by the person as proxy for a person who is entitled to vote, in accordance with 
                    directions on the Proxy Form; or
          (b)       it is cast by the 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 - Authority to Issue Second Tranche Shares and Placement Options to Mr Glenn Featherby
          
          To consider, and if thought fit, pass the following resolution as an ordinary resolution with or without
          amendment:
          
          "That, subject to Resolutions 2 and 3 being passed, and pursuant to and in accordance with Listing  Rule
          10.11,  Chapter  2E  of the Corporations Act and for all other purposes, Mr Glenn Featherby  and/or  his
          nominees  are hereby approved and authorised to participate in the proposed issue of the Second  Tranche
          Shares and Placement Options the subject of Resolutions 2 and 3 (respectively), in respect of up to:
          
          (a)       1,600,000 Second Tranche Shares; and
          
          (b)       800,000 Placement Options,
          
          (Featherby Placement Securities) on the terms and conditions in the Explanatory Memorandum."
          
          Voting Exclusion
          
          The Company will disregard any votes cast on this Resolution by Mr Featherby and any of his associates.
          
          However, the Company will not disregard a vote if:
          
          (a)       it is cast by the person as proxy for a person who is entitled to vote, in accordance with 
                    directions on the Proxy Form; or
          (b)       it is cast by the 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 - Authority to Issue Second Tranche Shares and Placement Options to Mr David Grannell
          
          To consider, and if thought fit, pass the following resolution as an ordinary resolution with or without
          amendment:
          
          "That, subject to Resolutions 2 and 3 being passed, and pursuant to and in accordance with Listing  Rule
          10.11,  Chapter  2E  of the Corporations Act and for all other purposes, Mr David  Grannell  and/or  his
          nominees  are hereby approved and authorised to participate in the proposed issue of the Second  Tranche
          Shares and Placement Options the subject of Resolutions 2 and 3 (respectively), in respect of up to:
          
          (a)       5,200,000 Second Tranche Shares; and
          
          (b)       2,600,000 Placement Options,
          
          (Grannell Placement Securities) on the terms and conditions in the Explanatory Memorandum."
          
          Voting Exclusion
          
          The Company will disregard any votes cast on this Resolution by Mr Grannell and any of his associates.
          
          However, the Company will not disregard a vote if:
          
          (a)       it is cast by the person as proxy for a person who is entitled to vote, in accordance with 
                    directions on the Proxy Form; or
          
          (b)       it is cast by the 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.

7.        Resolution 7 - Authority to Issue Second Tranche Shares and Placement Options to Mr James Leahy
          
          To consider, and if thought fit, pass the following resolution as an ordinary resolution with or without
          amendment:
          
          "That, subject to Resolutions 2 and 3 being passed, and pursuant to and in accordance with Listing  Rule
          10.11, Chapter 2E of the Corporations Act and for all other purposes, Mr James Leahy and/or his nominees
          are hereby approved and authorised to participate in the proposed issue of the Second Tranche Shares and
          Placement Options the subject of Resolutions 2 and 3 (respectively), in respect of up to:
          
          (a)       1,600,000 Second Tranche Shares; and
          
          (b)       800,000 Placement Options,
          
          (Leahy Placement Securities) on the terms and conditions in the Explanatory Memorandum."
          
          Voting Exclusion
          
          The Company will disregard any votes cast on this Resolution by Mr Leahy and any of his associates.
          
          However, the Company will not disregard a vote if:
          
          (a)       it is cast by the person as proxy for a person who is entitled to vote, in accordance with 
                    directions on the Proxy Form; or
          
          (b)       it is cast by the 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.

8.        Resolution 8 - Section 195 Approval
          
          To  consider,  and  if thought fit, to pass the following resolution as an ordinary resolution  with  or
          without amendment:
          
          "That,  for  the  purposes  of section 195(4) of the Corporations Act and for all  other  purposes,  the
          Directors  are  hereby  approved and authorised to complete the transactions  as  contemplated  in  this
          Notice."


Dated:  29 June 2012


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 Buchanan, 3rd Floor, 107 Cheapside, London,  EC2V
          6DN, UNITED KINGDOM  on 2 August 2012 at 9.30am (British Summer Time).
          
          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 set out in the Notice.
          
          This Explanatory Memorandum includes the following information to assist Shareholders in deciding how to
          vote on the Resolutions:
                            
          Section 2:        Action to be taken by Shareholders
                            
          Section 3:        Background
                            
          Section 4:        Resolution 1 - Ratification of Issue of First Tranche Shares
                            
          Section 5:        Resolution 2 - Authority to Issue Second Tranche Shares
                            
          Section 6:        Resolution 3 - Authority to Issue Placement Options
                            
          Section 7:        Resolution 4 - Authority to Issue Second Tranche Shares and Placement Options to  Mr
                            Mark Reilly
                            
          Section 8:        Resolution 5 - Authority to Issue Second Tranche Shares and Placement Options to  Mr
                            Glenn Featherby
                            
          Section 9:        Resolution 6 - Authority to Issue Second Tranche Shares and Placement Options to  Mr
                            David Grannell
                            
          Section 10:       Resolution 7 - Authority to Issue Second Tranche Shares and Placement Options to  Mr
                            James Leahy
                            
          Section 11:       Resolution 8 - Section 195 Approval
                            
          Schedule 1:       Definitions
                            
          Schedule 2:       Terms and Conditions of Placement Options
          
          A Proxy Form and a Form of Instructions are 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:
          
          (a)       a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
          (b)       a proxy need not be a member of the Company; and          
          (c)       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.
          
          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 4.30pm (AWST) (being 9.30am London Time British Summer
          Time) on 30 July 2012.

3.        Background

3.1       Placement
          
          As announced on 7 June 2012, the Company is proposing to undertake a capital raising to raise up to £2.5
          million  (approximately A$4 million based on an exchange rate of £1 = A$1.60) (before costs)  through  a
          placement of 200,000,000 Shares at £0.0125 (approximately A$0.02) per Share (Placement Price) to various
          institutional  investors  in  the  UK, North America, Asia and Australia  and,  subject  to  Shareholder
          approval, the Directors (Placement).
          
          Under  the  terms of the Placement, the investors will be granted, subject to Shareholder approval,  one
          (1) free Placement Option for every two (2) Shares subscribed for under the Placement.
          
          The Placement Options are the "Warrants" referred to in the Company's announcement of 7 June 2012.
          
          The Placement will be undertaken in two tranches as follows:
          
          (a)       tranche 1 consists of the issue of 98,325,000 Shares (being the First Tranche Shares the subject of
                    Resolution 1) at the Placement Price to various institutional investors in the UK, North America, 
                    Asia and Australia (First Tranche Placement); and
          
          (b)       tranche 2 consists of the issue of 101,675,000 Shares (being the Second Tranche Shares the subject 
                    of Resolution 2) at the Placement Price to various institutional investors in the UK, North 
                    America, Asia and Australia and, subject to Shareholder approval, the Directors (or their
                    nominees) (Second Tranche Placement).
          
          The  First  Tranche Placement was completed on 8 June 2012.  The First Tranche Shares were issued  under
          the Company's 15% placement capacity under Listing Rule 7.1. Resolution 1 seeks Shareholder ratification
          of the issue of the First Tranche Shares.
          
          The  issue  of  the Second Tranche Shares is subject to Shareholder approval. Resolution  2  seeks  this
          approval. Resolution 3 seeks Shareholder approval for the allotment of 100,000,000 Placement Options.
          
          In  the Notice and this Explanatory Memorandum the exchange rates of £1 = A$1.60 is utilised, being  the
          exchange rates prevailing as at 7 June 2012 (the date of the announcement of the Placement).

3.2       Directors' Participation in Second Tranche Placement
          
          Subject  to  Shareholder  approval  (refer to Resolutions 4 and 7), all  of  the  Directors  propose  to
          participate  in the Second Tranche Placement and subscribe for an aggregate of 12,400,000  Shares  which
          shall entitle them to receive 6,200,000 Placement Options on the same terms and conditions as offered to
          other placees under the Second Tranche Placement, as follows:
          
               Director (or nominee)     Number of Second Tranche Shares     Number of Placement Options
                         
            Mr Mark Reilly                                   4,000,000                           2,000,000
            Mr Glen Featherby                                1,600,000                             800,000
            Mr David Grannell                                5,200,000                           2,600,000
            Mr James Leahy                                   1,600,000                             800,000
            Total                                           12,400,000                           6,200,000
          
          Refer to Sections 7 to 10 for details of participation by the Directors in the Second Tranche Placement.

3.3       Use of Funds
          
          The  funds  raised  from  the  Placement  will be used to continue  exploration,  drilling  and  advance
          feasibility  work  on  the  Company's Mauritanian and Guinean uranium projects,  initially  through  the
          completion of scoping studies.

4.        Resolution 1 - Ratification of Issue of First Tranche Shares

4.1       General
          
          Resolution  1  seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue  of  the  First
          Tranche  Shares to various institutional investors who are not related parties or associates of  related
          parties of the Company.

4.2       Listing Rule 7.4
          
          The First Tranche Shares were issued within the Company's 15% placement capacity permitted under Listing
          Rule 7.1, without the need for Shareholder approval.  The effect of Shareholders passing Resolution 1 by
          ratifying  the  issue  of  the First Tranche Shares will be to restore the Company's  ability  to  issue
          securities within that limit, to the extent of 98,325,000 Shares, during the next 12 months.
          
          Resolution 1 is an ordinary resolution.

4.3       Specific information required by Listing Rule 7.5
          
          Listing Rule 7.5 requires that the following information be provided to Shareholders for the purposes of
          obtaining Shareholder approval for the issue of the First Tranche Shares pursuant to Listing Rule 7.4:
          
          (a)       98,325,000 Shares were allotted on 8 June 2012.

          (b)       The First Tranche Shares were issued at £0.0125 (approximately A$0.02) per Share).
          
          (c)       The First Tranche Shares are fully paid ordinary shares in the capital of the Company and rank 
                    equally with the Company's existing Shares.
          
          (d)       The First Tranche Shares were allotted and issued to various institutional investors in the UK, 
                    North America, Asia and Australia and are not related parties or associates of related parties of 
                    the Company.
          
          (e)       The funds raised from the Placement will be used to continue exploration, drilling and advance
                    feasibility work on the Company's Mauritanian and Guinean uranium projects, initially through the 
                    completion of scoping studies.
          
          (f)       A voting exclusion statement is included in the Notice.

5.        Resolution 2 - Authority to Issue Second Tranche Shares

5.1       General
          
          Resolution 2 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of 101,675,000 Shares
          (being the Second Tranche Shares) each at £0.0125 (approximately A$0.02) per Share.

5.2       Listing Rule 7.1
          
          Listing  Rule  7.1  requires Shareholder approval for the proposed issue of the Second  Tranche  Shares.
          Listing Rule 7.1 provides, subject to certain exceptions, that Shareholder approval is required for  any
          issue of securities by a listed company, where the securities proposed to be issued represent more  than
          15% of the company's ordinary securities then on issue.
          
          Given the issue of the Second Tranche Shares under Resolution 2 will exceed this 15% threshold and  none
          of the exceptions in Listing Rule 7.2 apply, Shareholder approval is required in accordance with Listing
          Rule 7.1.
          
          The  effect of Resolution 2 will be to allow the Directors to issue the Second Tranche Shares during the
          period  of 3 months after the Meeting (or a longer period if allowed by ASX) without using the Company's
          15% placement capacity.
          
          Resolution 2 is an ordinary resolution.

5.3       Specific information required by Listing Rule 7.3
          
          Listing Rule 7.3 requires that the following information be provided to Shareholders for the purposes of
          obtaining Shareholder approval for the issue of the Second Tranche Shares pursuant to Listing Rule 7.1:
          
          (a)       The maximum number of Shares the Company can issue under Resolution 2 is 101,675,000 Shares.
          
          (b)       The Second Tranche Shares will be issued no later than three months after the date of the Meeting 
                    (or such longer period of time as ASX may, in its discretion, allow pursuant to a waiver of 
                    Listing Rule 7.3.2).

          (c)       The Second Tranche Shares will be issued at a price of £0.0125 (approximately A$0.02) per Share.
          
          (d)       The Second Tranche Shares will be issued to various institutional investors in the UK, North 
                    America, Asia and Australia and subject to Resolutions 4 to 7, to the Directors (or their
                    nominees).
          
          (e)       The Second Tranche Shares to be issued are fully paid ordinary shares and rank equally with the 
                    existing Shares on issue.
          
          (f)       The funds raised from the Placement will be used to continue exploration, drilling and advance
                    feasibility work on the Company's Mauritanian and Guinean uranium projects, initially through the 
                    completion of scoping studies.
          
          (g)       The Second Tranche Shares will all be allotted on or about 3 August 2012.
          
          (h)       A voting exclusion statement is included in the Notice.

6.        Resolution 3 - Authority to Issue Placement Options

6.1       General
          
          Resolution  3  seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue to the  subscribers
          under the Placement of 100,000,000 Placement Options with an exercise price of £0.03 each (approximately
          A$0.048 based on an exchange rate of £1 = A$1.60) and expiry date of 12 months from the date of issue.
          
          Under  the terms of the Placement, the Company will issue, subject to Shareholder approval one (1)  free
          Placement Option for every two (2) Shares issued under the Placement.

6.2       Listing Rule 7.1
          
          Listing Rule 7.1 requires Shareholder approval for the proposed issue of the Placement Options.  Listing
          Rule 7.1 provides, subject to certain exceptions, that Shareholder approval is required for any issue of
          securities  by a listed company, where the securities proposed to be issued represent more than  15%  of
          the company's ordinary securities then on issue.
          
          Given  the issue of the Placement Options under Resolution 3 will exceed this 15% threshold and none  of
          the  exceptions in Listing Rule 7.2 apply, Shareholder approval is required in accordance  with  Listing
          Rule 7.1.
          
          The  effect  of  Resolution 3 will be to allow the Directors to issue the Placement Options  during  the
          period  of  three  months  after the Meeting (or a longer period if allowed by ASX)  without  using  the
          Company's 15% placement capacity.
          
          Resolution 3 is an ordinary resolution.

6.3       Specific information required by Listing Rule 7.3
          
          Listing Rule 7.3 requires that the following information be provided to Shareholders for the purposes of
          obtaining Shareholder approval for the issue of the Placement Option pursuant to Listing Rule 7.1:
          
          (a)       The maximum number of Options the Company can allot under Resolution 3 is 100,000,000.

          (b)       The Placement Options will be allotted no later than three months after the date of the Meeting
                    (or such longer period of time as ASX may, in its discretion, allow pursuant to a waiver of
                    Listing Rule 7.3.2).
          
          (c)       The Placement Options will be allotted at nil cash consideration as they are being issued as free
                    attaching Options under the Placement.
          
          (d)       The Placement Options will be allotted to the investors who subscribed for Shares under the 
                    Placement and subject to Resolutions 4 to 7, to the Directors (or their nominees).
          
          (e)       Each Option entitles the holder to subscribe for one (1) Share at an exercise price of £0.03 and 
                    has an expiry date that is 12 months from the date of grant. Upon exercise of the Options, the 
                    Shares issued will rank pari passu with the Company's existing Shares on issue. Further terms and 
                    conditions relating to the Options are set out in Schedule 2.

          (f)       No funds will be raised from the allotment of the Placement Options as the Placement Options are 
                    being allotted as free attaching Options under the Placement. Funds raised from the Placement in 
                    general will be used to continue exploration, drilling and advance feasibility work on the 
                    Company's Mauritanian and Guinean uranium projects, initially through the completion of scoping
                    studies.
          
          (g)       The Placement Options will all be allotted on or about 3 August 2012.
          
          (h)       A voting exclusion statement is included in the Notice.

7.        Resolution 4 - Authority to Issue Second Tranche Shares and Placement Options to Mr Mark Reilly

7.1       General
          
          Resolution 4 seeks the approval of Shareholders pursuant to Listing Rule 10.11 to enable Mr Mark  Reilly
          (and/or  his  nominees) to participate in the Second Tranche Placement on the same terms and  conditions
          offered to other subscribers under the Second Tranche Placement.
          
          Subject to obtaining approval of the Shareholders, up to 4,000,000 Second Tranche Shares, together  with
          200,000,000  Placement Options, (together being the Reilly Placement Securities) will be  issued  to  Mr
          Mark Reilly and/or his nominees.
          
          Further details of the Second Tranche Placement are outlined above in Section 3.

7.2       Listing Rule 10.11 and section 208 of the Corporations Act
          
          Pursuant  to Listing Rule 10.11, a related party of a listed company is precluded from participating  in
          any issue of securities in the company without the prior approval of its shareholders.
          
          Pursuant  to  section  208  of the Corporations Act, a listed company must obtain  shareholder  approval
          before giving a financial benefit to a related party.
          
          A  "related party" for the purposes of the Corporations Act is defined widely and includes a director of
          a public company and former directors of a public company.
          
          A  "financial benefit" for the purposes of the Corporations Act has a very wide meaning. It includes the
          public company paying money or issuing securities to the related party. In determining whether or not  a
          financial  benefit is being given, it is necessary to look to the economic and commercial substance  and
          effect of what the public company is doing (rather than just the legal form). Any consideration which is
          given for the financial benefit is to be disregarded, even if it is full or adequate.
          
          Mr Reilly is regarded as a related party of the Company by reason of his position as a Director.
          
          Furthermore, Shareholder approval of the grant of the Reilly Placement Securities means that this  issue
          will not reduce the Company's 15% placement capacity under Listing Rule 7.1.
          
          Resolutions  2,  3 and 4 are separate Resolutions, however, the passing of Resolution 4  is  subject  to
          Resolutions 2 and 3 being passed.
          
          Resolution 4 is an ordinary resolution.

7.3       Specific information required by Listing Rule 10.13 and section 219 of the Corporations Act
          
          For  the  purposes of Listing Rule 10.13 and section 219 of the Corporations Act, information  regarding
          the issue of the Reilly Placement Securities is provided as follows:
          
          (a)     The securities will be issued to Mr Mark Reilly and/or his nominees.

          (b)     The maximum number of securities the Company can issue to Mr Reilly and/or his nominees under 
                  Resolution 4 is:
                  
                  (i)       4,000,000 Second Tranche Shares; and
                  
                  (ii)      2,000,000 unlisted Placement Options.
          
          (c)     The Reilly Placement Securities will be issued pursuant to the Placement, and on the same terms and
                  conditions under which others will subscribe for the Second Tranche Shares and the Placement 
                  Options, each to be issued under the Placement.
          
          (d)     The Second Tranche Shares will each be allotted at an issue price of £0.0125 (approximately 
                  A$0.02) per Share and will raise £50,000 (A$80,000 based on an exchange rate of £1 = A$1.60) if 
                  fully subscribed by Mr Reilly and/or his nominees.
          
          (e)     The Second Tranche Shares to be issued are ordinary shares and rank equally with the Company's 
                  existing Shares.
          
          (f)     One (1) Placement Option will be granted, at nil consideration, for every two (2) Second Tranche 
                  Shares subscribed.
          
          (g)     The Placement Options will have an exercise price of £0.03 (approximately A$0.048) and an expiry 
                  date of 12 months from the date of issue. Upon exercise of the Placement Options, the Shares issued 
                  will rank pari passu with the Company's existing Shares on issue. The terms of the Placement Options 
                  are contained in Schedule 2 of this Explanatory Memorandum.
          
          (h)     The Company will issue and allot the Reilly Placement Securities to Mr Reilly and/or his nominees no
                  later than one month after the Meeting (or such longer period of time as ASX may in its discretion
                  allow).
          
          (i)     As all the Directors propose to participate in the Second Tranch Placement, the Directors believe it 
                  is inappropriate to make a recommendation in relation to Resolution 4.

          (j)       The dilution effect if all of the Reilly Placement Securities are issued is as follows:

                   Current number of Shares on issue                                         793,914,311
                   Maximum number of Shares to be issued                                       4,000,000
                   under Resolution 4
                   Maximum  number of Shares to be issued                                      2,000,000
                   upon the exercise of the Placement Options
                   to be granted under Resolution 4
                   Dilution effect                                                                 0.76%
          
          (k)      Mr Reilly currently has a relevant interest in 11,733,333 Shares and 3,500,000 Options.
          
          (l)      The remuneration and emoluments from the Company to Mr Reilly for both the current financial year 
                   and previous financial year are set out below:
                    
                                          Current Financial Year (1)                    Previous
                                                                                     Financial Year
                     Director          Salary and      Superannuation       Salary and       Superannuation
                                          Fees               A$                Fees                A$
                                           A$                                   A$
                     Mr Mark Reilly      332,078           23,960             373,948            24,087

                    (1)       Financial year to date (1 July 2011 - 14 June 2012).
          
          (m)     The maximum value of the financial benefit proposed to be provided to Mr Reilly, in relation to the
                  4,000,000 Second Tranche Shares, is the difference between the issue price of the 4,000,000 Second 
                  Tranche Shares and the market value of the 4,000,000 Second Tranche Shares to be issued (based on 
                  the quoted prices of the 4,000,000 Second Tranche Shares).
                  
                  The  issue  price  of  the  4,000,000 Second Tranche Shares is £50,000  (A$80,000  based  on  an
                  exchange  rate  of £1 = A$1.60). The market value of the 4,000,000 Second Tranche  Shares  at  6
                  June  2012  (the  last  trading  day prior to the announcement of the  Placement)  was  £51,400,
                  representing  an indicative net financial benefit of £1,400. The market value of  the  4,000,000
                  Second  Tranche Shares at 11 June 2012 (the last trading day prior to the issue of this  Notice)
                  was £52,000, representing an indicative net financial benefit of £2,000.
                  
                  In  relation  to the 2,000,000 Placement Options, the Company engaged an independent  expert  to
                  value  the  Placement  Options. On the basis of the assumptions below,  the  independent  expert
                  engaged  by  the Company has determined the technical value of one Placement Option approximates
                  £0.0019.   This  valuation imputes a total value of £3,800 to the 2,000,000  Placement  Options.
                  The  value may go up or down after that date as it will depend on the future price of  a  Share.
                  Black & Scholes methodology has been used, together with the following assumptions:
                    
                    (i)       interest rate set at the Australian Government 2 year bond rate of 2.61%;

                    (ii)      the date of valuation for the purposes of settling the current market value of a Share
                              is 11 June 2012;
                    
                    (iii)     at this date the Share price was £0.013, which is the price used in the valuation;
                    
                    (iv)      the estimated volatility used in the valuation is 96.9211%;

                    (v)       for the purposes of the valuation, the Company is not expected to pay a dividend during
                              the life of the Placement Options; and
                    
                    (vi)      the Placement Options will be exercisable upon grant.
          
          (n)     The market price for Shares during the term of the Placement Options would normally determine 
                  whether or not the Placement Options are exercised. If, at any time any of the Placement Options 
                  are exercised and the Shares are trading on ASX and AIM at a price that is higher than the 
                  exercise price of the Placement Options, there may be a perceived cost to the Company.
                    
                  As at the date of this Notice the price of the Shares trading on AIM and ASX is lower than the
                  exercise price of the Placement Options.
          
          (o)     Historical share price information for the last three months is as follows:
                    
                                                           Price                     Date
                     Highest                               A$0.06                     14 March 2012
                     Lowest                                A$0.02                     11 June 2012
                     Last                                  A$0.02                     11 June 2012
          
          (p)     A voting exclusion statement is included in the Notice.
          
          (q)     If fully subscribed, the Company will raise £50,000 (A$80,000 based on an exchange rate of 
                  £1 = A$1.60)from the issue of the Reilly Placement Securities. Proceeds from the issue of the Reilly 
                  Placement Securities will be used to continue exploration, drilling and advance feasibility work on 
                  the Company's Mauritanian and Guinean uranium projects, initially through the completion of scoping
                  studies.

          (r)     Other than the information above and otherwise set out in this Explanatory Memorandum, the Company
                  believes that there is no other information that would be reasonably required by Shareholders to 
                  vote on Resolution 4.

8.        Resolution 5 - Authority to Issue Second Tranche Shares and Placement Options to Mr Glenn Featherby

8.1       General
          
          Resolution  5  seeks  the approval of Shareholders pursuant to Listing Rule 10.11  to  enable  Mr  Glenn
          Featherby  (and/or his nominees) to participate in the Second Tranche Placement on the  same  terms  and
          conditions offered to other subscribers under the Second Tranche Placement.
          
          Subject to obtaining approval of the Shareholders, up to 1,600,000 Second Tranche Shares, together  with
          800,000  Placement Options, (together being the Featherby Placement Securities) will  be  issued  to  Mr
          Glenn Featherby and/or his nominees.
          
          Further details of the Second Tranche Placement are outlined above in Section 3.

8.2       Listing Rule 10.11 and section 208 of the Corporations Act
          
          A summary of Listing Rule 10.11 and section 208 of the Corporations Act is set out in Section 7.2 above.
          
          Mr Featherby is regarded as a related party of the Company by reason of his position as a Director.
          
          Furthermore,  Shareholder approval of the grant of the Featherby Placement Securities  means  that  this
          issue will not reduce the Company's 15% placement capacity under Listing Rule 7.1.
          
          Resolutions  2,  3 and 5 are separate Resolutions, however, the passing of Resolution 5  is  subject  to
          Resolutions 2 and 3 being passed.
          
          Resolution 5 is an ordinary resolution.

8.3       Specific information required by Listing Rule 10.13 and section 219 of the Corporations Act
          
          For  the  purposes of Listing Rule 10.13 and section 219 of the Corporations Act, information  regarding
          the issue of the Featherby Placement Securities is provided as follows:
          
          (a)     The securities will be issued to Mr Glenn Featherby and/or his nominees.

          (b)     The maximum number of securities the Company can issue to Mr Featherby and/or his nominees under
                  Resolution 5 is:
                  
                  (i)       1,600,000 Second Tranche Shares; and
                  
                  (ii)      800,000 unlisted Placement Options.
          
          (c)     The Featherby Placement Securities will be issued pursuant to the Placement, and on the same terms 
                  and conditions under which others will subscribe for the Second Tranche Shares and the Placement 
                  Options, each to be issued under the Placement.
          
          (d)     The Second Tranche Shares will each be allotted at an issue price of £0.0125 (approximately A$0.02) 
                  per Share and will raise £20,000 if fully subscribed by Mr Featherby and/or his nominees.
          
          (e)     One (1) Placement Option will be granted, at nil consideration, for every two (2) Second Tranche 
                  Shares subscribed.
          
          (f)     The Second Tranche Shares to be issued are ordinary shares and rank equally with the Company's 
                  existing Shares.

          (g)     The Placement Options will have an exercise price of £0.03 (approximately A$0.048) and an expiry 
                  date of 12 months from the date of issue. Upon exercise of the Placement Options, the Shares issued 
                  will rank pari passu with the Company's existing Shares on issue. The terms of the Placement Options 
                  are contained in Schedule 2 of this Explanatory Memorandum.
          
          (h)     The Company will issue and allot the Featherby Placement Securities to Mr Featherby and/or his 
                  nominees no later than one month after the Meeting (or such longer period of time as ASX may in its 
                  discretion allow).
          
          (i)     As all the Directors propose to participate in the Second Tranche Placement, the Directors believe 
                  it is inappropriate to make a recommendation in relation to Resolution 5.

          (j)     The dilution effect if all of the Featherby Placement Securities are issued is as follows:

                   Current number of Shares on issues                                        793,914,311
                   Maximum  number  of  Shares  to  be  issued                                 1,600,000
                   under Resolution 5
                   Maximum number of Shares to be issued  upon                                   800,000
                   the  exercise of the Placement  Options  to
                   be granted under Resolution 5
                   Dilution effect                                                                 0.30%
          
          (k)     Mr Featherby currently has a relevant interest in 10,657,286 Shares and 1,500,000 Options.
          
          (l)     The remuneration and emoluments from the Company to Mr Featherby for both the current financial year 
                  and previous financial year are set out below:
                    
                                      Current Financial Year (1)           Previous
                                                                           Financial Year
                     Director         Salary   and    Superannuation       Salary   and   Superannuation
                                      Fees            A$                   Fees            A$
                                      A$                                   A$
                     Mr       Glenn   90,000                8,100             90,000             8,100
                     Featherby

                    (1)       Financial year to date (1 July 2011 - 14 June 2012).
          
          (m)     The maximum value of the financial benefit proposed to be provided to Mr Featherby, in relation to 
                  the 1,600,000 Second Tranche Shares, is the difference between the issue price of the 1,600,000 
                  Second Tranche Shares and the market value of the 1,600,000 Second Tranche Shares to be issued 
                  (based on the quoted prices of the 1,600,000 Second Tranche Shares).
                  
                  The  issue  price  of  the  1,600,000 Second Tranche Shares is £20,000  (A$32,000  based  on  an
                  exchange  rate  of £1 = A$1.60). The market value of the 1,600,000 Second Tranche  Shares  at  6
                  June  2012  (the  last  trading  day prior to the announcement of the  Placement)  was  £20,560,
                  representing  an  indicative net financial benefit of £560. The market value  of  the  1,600,000
                  Second  Tranche Shares at 11 June 2012 (the last trading day prior to the issue of this  Notice)
                  was £20,800, representing an indicative net financial benefit of £800.
                  
                  In  relation  to  the  800,000 Placement Options, the Company engaged an independent  expert  to
                  value  the  Placement  Options. On the basis of the assumptions below,  the  independent  expert
                  engaged  by  the Company has determined the technical value of one Placement Option approximates
                  £0.0019.  This valuation imputes a total value of £1,520 to the 800,000 Placement Options.   The
                  value  may  go  up  or down after that date as it will depend on the future price  of  a  Share.
                  Black & Scholes methodology has been used, together with the following assumptions:
                    
                    (i)       interest rate set at the Australian Government 2 year bond rate of 2.61%;

                    (ii)      the date of valuation for the purposes of settling the current market value of a Share
                              is 16 May 2012;
                    
                    (iii)     at this date the Share price was £0.013, which is the price used in the valuation;
                    
                    (iv)      the estimated volatility used in the valuation is 96.9211%;

                    (v)       for the purposes of the valuation, the Company is not expected to pay a dividend during 
                              the life of the Placement Options; and
                    
                    (vi)      the Placement Options will be exercisable upon grant.
          
          (n)     The market price for Shares during the term of the Placement Options would normally determine 
                  whether or not the Placement Options are exercised. If, at any time any of the Placement Options are 
                  exercised and the Shares are trading on ASX and AIM at a price that is higher than the exercise 
                  price of the Placement Options, there may be a perceived cost to the Company.
                    
                  As at the date of this Notice the price of the Shares trading on AIM and ASX is lower than the
                  exercise price of the Placement Options.
          
          (o)     Historical share price information for the last three months is as follows:
                    
                                                           Price                     Date
                     Highest                              A$0.06                      14 March 2012
                     Lowest                                A$0.02                     11 June 2012
                     Last                                  A$0.02                     11 June 2012
          
          (p)     A voting exclusion statement is included in the Notice.
          
          (q)     If fully subscribed, the Company will raise £20,000 (A$32,000 based on an exchange rate of 
                  £1 = A$1.60)from the issue of the Featherby Placement Securities. Proceeds from the issue of the 
                  Featherby Placement Securities will be used to continue exploration, drilling and advance 
                  feasibility work on the Company's Mauritanian and Guinean uranium projects, initially through the 
                  completion of scoping studies.

          (r)     Other than the information above and otherwise set out in this Explanatory Memorandum, the Company
                  believes that there is no other information that would be reasonably required by Shareholders to 
                  vote on Resolution 5.

9.        Resolution 6 - Authority to Issue Second Tranche Shares and Placement Options to Mr David Grannell

9.1       General
          
          Resolution  6  seeks  the approval of Shareholders pursuant to Listing Rule 10.11  to  enable  Mr  David
          Grannell  (and/or  his nominees) to participate in the Second Tranche Placement on the  same  terms  and
          conditions offered to other subscribers under the Second Tranche Placement.
          
          Subject  to obtaining approval of the Shareholders up to 5,200,000 Second Tranche Shares, together  with
          2,600,000  Placement Options, (together being the Grannell Placement Securities) will be  issued  to  Mr
          David Grannell and/or his nominees.
          
          Further details of the Second Tranche Placement are outlined above in Section 3.

9.2       Listing Rule 10.11 and section 208 of the Corporations Act
          
          A summary of Listing Rule 10.11 and section 208 of the Corporations Act is set out in Section 7.2 above.
          
          Mr Grannell is regarded as a related party of the Company by reason of his position as a Director.
          
          Furthermore,  Shareholder  approval of the grant of the Grannell Placement Securities  means  that  this
          issue will not reduce the Company's 15% placement capacity under Listing Rule 7.1.
          
          Resolutions  2,  3 and 6 are separate Resolutions, however, the passing of Resolution 6  is  subject  to
          Resolutions 2 and 3 being passed.
          
          Resolution 6 is an ordinary resolution.

9.3       Specific information required by Listing Rule 10.13 and section 219 of the Corporations Act
          
          For  the  purposes of Listing Rule 10.13 and section 219 of the Corporations Act, information  regarding
          the issue of the Grannell Placement Securities is provided as follows:
          
          (a)     The securities will be issued to Mr David Grannell and/or his nominees.

          (b)     The maximum number of securities the Company can issue to Mr Grannell and/or his nominees under
                  Resolution 6 is:
                  
                  (i)       5,200,000 Second Tranche Shares; and
                  
                  (ii)      2,600,000 unlisted Placement Options.
          
          (c)     The Grannell Placement Securities will be issued pursuant to the Placement, and on the same terms and
                  conditions under which others will subscribe for Second Tranche Shares, and the Placement Options, 
                  each to be issued under the Placement.
          
          (d)     The Second Tranche Shares will each be allotted at an issue price of £0.0125 (approximately A$0.02) 
                  per Share and will raise £65,000 (A$104,000 based on an exchange rate of £1 = A$1.60)  if fully 
                  subscribed by Mr Grannell and/or his nominees.
          
          (e)     The Second Tranche Shares to be issued are ordinary shares and rank equally with the Company's 
                  existing Shares.
          
          (f)     One (1) Placement Option will be granted, for nil consideration, for every two (2) Second Tranche 
                  Shares subscribed.
          
          (g)     The Placement Options will have an exercise price of £0.03 (approximately A$0.048) and an expiry 
                  date of 12 months from the date of issue. Upon exercise of the Placement Options, the Shares issued 
                  will rank pari passu with the Company's existing Shares on issue. The terms of the Placement Options 
                  are contained in Schedule 2 of this Explanatory Memorandum.
          
          (h)     The Company will issue and allot the Grannell Placement Securities to Mr Grannell and/or his nominee 
                  no later than one month after the Meeting (or such longer period of time as ASX may in its
                  discretion allow).
          
          (i)     As all the Directors propose to participate in the Second Tranche Placement, the Directors believe 
                  it is inappropriate to make a recommendation in relation to Resolution 6.

          (j)     The dilution effect if all of the Grannell Placement Securities are issued is as follows:

                   Current number of Shares on issue                                         793,914,311
                   Maximum  number  of  Shares  to  be  issued                                 5,200,000
                   under Resolution 6
                   Maximum number of Shares to be issued  upon                                 2,600,000
                   the  exercise of the Placement  Options  to
                   be granted under Resolution 6
                   Dilution effect                                                                 0.98%
          
          (k)     Mr Grannell currently has a relevant interest in 2,500,000 Shares and 1,500,000 Options.

          
          (l)     The remuneration and emoluments from the Company to Mr Grannell for both the current financial year 
                  and previous financial year are set out below:
                    
                                      Current Financial Year (1)           Previous
                                                                           Financial Year
                     Director         Salary   and    Superannuation       Salary   and   Superannuation
                                      Fees            A$                   Fees            A$
                                      A$                                   A$
                     Mr       David      60,000               0               60,000               0
                     Grannell

                    (1)       Financial year to date (1 July 2011 - 14 June 2012).
          
          (m)     The value of the financial benefit proposed to be provided to Mr Grannell, in relation to the 
                  5,200,000 Second Tranche Shares, is the difference between the issue price of the 5,200,000 Second 
                  Tranche Shares and the market value of the 5,200,000 Second Tranche Shares to be issued (based on 
                  the quoted prices of the 5,200,000 Second Tranche Shares).
                  
                  The  issue  price  of  the  5,200,000 Second Tranche Shares is £65,000 (A$104,000  based  on  an
                  exchange  rate  of £1 = A$1.60). The market value of the 5,200,000 Second Tranche  Shares  at  6
                  June  2012  (the  last  trading  day prior to the announcement of the  Placement)  was  £66,820,
                  representing  an indicative net financial benefit of £1,820. The market value of  the  5,200,000
                  Second  Tranche Shares at 11 June 2012 (the last trading day prior to the issue of this  Notice)
                  was £67,600, representing an indicative net financial benefit of £2,600.
                  
                  In  relation  to the 2,600,000 Placement Options, the Company engaged an independent  expert  to
                  value  the  Placement  Options.  On the basis of the assumptions below, the  independent  expert
                  engaged  by  the Company has determined the technical value of one Placement Option approximates
                  £0.0019.   This  valuation  imputes a total value of £4,940to the 2,600,000  Placement  Options.
                  The  value may go up or down after that date as it will depend on the future price of  a  Share.
                  Black & Scholes methodology has been used, together with the following assumptions:
                    
                    (i)       interest rate set at the Australian Government 2 year bond rate of 2.61%;

                    (ii)      the date of valuation for the purposes of settling the current market value of a Share
                              is 11 June 2012;
                    
                    (iii)     at this date the Share price was £0.013, which is the price used in the valuation;
                    
                    (iv)      the estimated volatility used in the valuation is 96.9211%;

                    (v)       for the purposes of the valuation, the Company is not expected to pay a dividend during 
                              the life of the Placement Options; and
                    
                    (vi)      the Placement Options will be exercisable upon grant.
          
          (n)     The market price for Shares during the term of the Placement Options would normally determine 
                  whether or not the Placement Options are exercised. If, at any time any of the Placement Options are 
                  exercised and the Shares are trading on ASX and AIM at a price that is higher than the exercise 
                  price of the Placement Options, there may be a perceived cost to the Company.
                  
                  As at the date of this Notice the price of the Shares trading on AIM and ASX is lower than the
                  exercise price of the Placement Options.
          
          (o)     Historical share price information for the last three months is as follows:
                  
                                                           Price                     Date
                     Highest                              A$0.06                      14 March 2012
                     Lowest                                A$0.02                     11 June 2012
                     Last                                  A$0.02                     11 June 2012
          
          (p)     A voting exclusion statement is included in the Notice.
          
          (q)     The Company will raise £65,000 (A$104,000 based on an exchange rate of £1=A$1.60) from the issue of 
                  the Grannell Placement Securities. Proceeds from the issue of the Grannell Placement Securities will 
                  be used to continue exploration, drilling and advance feasibility work on the Company's Mauritanian 
                  and Guinean uranium projects, initially through the completion of scoping studies.

          (r)     Other than the information above and otherwise set out in this Explanatory Memorandum, the Company
                  believes that there is no other information that would be reasonably required by Shareholders to 
                  vote on Resolution 6.

10.       Resolution 7 - Authority to Issue Second Tranche Shares and Placement Options to Mr James Leahy

10.1      General
          
          Resolution 7 seeks the approval of Shareholders pursuant to Listing Rule 10.11 to enable Mr James  Leahy
          (and/or  his  nominees) to participate in the Second Tranche Placement on the same terms and  conditions
          offered to other subscribers under the Second Tranche Placement.
          
          Subject  to obtaining approval of the Shareholders, up to 1,600,000 Second Tranche Shares together  with
          800,000  Placement Options, (together being the Leahy Placement Securities) will be issued to  Mr  James
          Leahy and/or his nominees.
          
          Further details of the Second Tranche Placement are outlined above in Section 3.

10.2      Listing Rule 10.11 and section 208 of the Corporations Act
          
          A summary of Listing Rule 10.11 and section 208 of the Corporations Act is set out in Section 7.2 above.
          
          Mr Leahy is regarded as a related party of the Company by reason of his position as a Director.
          
          Furthermore, Shareholder approval of the grant of the Leahy Placement Securities means that  this  issue
          will not reduce the Company's 15% placement capacity under Listing Rule 7.1.
          
          Resolutions  2,  3 and 7 are separate Resolutions, however, the passing of Resolution 7  is  subject  to
          Resolutions 2 and 3 being passed.
          
          Resolution 7 is an ordinary resolution.

10.3      Specific information required by Listing Rule 10.13 and section 219 of the Corporations Act
          
          For  the  purposes of Listing Rule 10.13 and section 219 of the Corporations Act, information  regarding
          the issue of the Leahy Placement Securities is provided as follows:
          
          (a)     The securities will be issued to Mr James Leahy and/or his nominees.

          (b)     The maximum number of securities the Company can issue to Mr Leahy and/or his nominees under 
                  Resolution 7 is:
                  
                  (i)       1,600,000 Second Tranche Shares; and
                  
                  (ii)      800,000 unlisted Placement Options.
          
          (c)     The Leahy Placement Securities will be issued pursuant to the Placement, and on the same terms and
                  conditions under which others will subscribe for the Second Tranche Shares and the Placement 
                  Options, each to be issued under the Placement.
          
          (d)     The Second Tranche Shares will each be allotted at an issue price of £0.0125 (approximately A$0.02) 
                  per Share, and will raise £20,000 (A$32,000 based on an exchange rate of £1 = A$1.60) if fully 
                  subscribed by Mr Leahy and/or his nominees.
          
          (e)     One (1) Placement Option will be granted for nil consideration, for every two (2) Second Tranche 
                  Shares subscribed.
          
          (f)     The Second Tranche Shares to be issued are ordinary shares and rank equally with the Company's 
                  existing Shares.

          (g)     The Placement Options will have an exercise price of £0.03 (approximately A$0.048) and an expiry 
                  date of 12 months from the date of issue. Upon exercise of the Placement Options, the Shares issued 
                  will rank pari passu with the Company's existing Shares on issue. The terms of the Placement Options 
                  are contained in Schedule 2 of this Explanatory Memorandum.
          
          (h)     The Company will issue and allot the Leahy Placement Securities to Mr Leahy and/or his nominees no 
                  later than one month after the Meeting (or such longer period of time as ASX may in its discretion
                  allow).
          
          (i)     As all the Directors propose to participate in the Second Tranche Placement, the Directors believe 
                  it is inappropriate to make a recommendation in relation to Resolution 7.

          (j)     The dilution effect if all of the Leahy Placement Securities are issued is as follows:

                   Current number of Shares on issue                                         793,914,311
                   Maximum  number  of  Shares  to  be  issued                                 1,600,000
                   under Resolution 7
                   Maximum number of Shares to be issued  upon                                   800,000
                   the  exercise of the Placement  Options  to
                   be granted under Resolution 7
                   Dilution effect                                                                 0.30%
          
          (k)     Mr Leahy currently does not have any relevant interest in Shares or Options.
          
          (l)     The remuneration and emoluments from the Company to Mr Leahy for both the current financial year 
                  and previous financial year are set out below:
                    
                                      Current Financial Year (1)           Previous
                                                                           Financial Year
                     Director         Salary   and    Superannuation       Salary   and   Superannuation
                                      Fees            A$                   Fees            A$
                                      A$                                   A$
                     Mr James Leahy   11,508               0                 N/A               N/A

                    (1)       Financial year to date (1 July 2011 - 14 June 2012).
          
          (m)     The value of the financial benefit proposed to be provided to Mr Leahy, in relation to the 1,600,000
                  Second Tranche Shares is, the difference between the issue price of the 1,600,000 Second Tranche 
                  Shares and the market value of the 1,600,000 Second Tranche Shares to be issued (based on the quoted 
                  prices of the 1,600,000 Second Tranche Shares).
                  
                  The  issue  price  of  the  1,600,000 Second Tranche Shares is £20,000  (A$32,000  based  on  an
                  exchange  rate  of £1 = A$1.60). The market value of the 1,600,000 Second Tranche  Shares  at  6
                  June  2012  (the  last  trading  day prior to the announcement of the  Placement)  was  £20,560,
                  representing  an  indicative net financial benefit of £560. The market value  of  the  1,600,000
                  Second  Tranche Shares at 11 June 2012 (the last trading day prior to the issue of this  Notice)
                  was £20,800, representing an indicative net financial benefit of £800.
                  
                  In  relation  to  the  800,000 Placement Options, the Company engaged an independent  expert  to
                  value  the  Placement  Options. On the basis of the assumptions below,  the  independent  expert
                  engaged  by  the Company has determined the technical value of one Placement Option approximates
                  £0.0019.  This valuation imputes a total value of £1,520 to the 800,000 Placement Options.   The
                  value  may  go  up  or down after that date as it will depend on the future price  of  a  Share.
                  Black & Scholes methodology has been used, together with the following assumptions:
                    
                    (i)       interest rate set at the Australian Government 2 year bond rate of 2.61%;

                    (ii)      the date of valuation for the purposes of settling the current market value of a Share
                              is 11 June 2012;
                    
                    (iii)     at this date the Share price was £0.013, which is the price used in the valuation;
                    
                    (iv)      the estimated volatility used in the valuation is 96.9211%;

                    (v)       for the purposes of the valuation, the Company is not expected to pay a dividend during 
                              the life of the Placement Options; and
                    
                    (vi)      the Placement Options will be exercisable upon grant.
          
          (n)     The market price for Shares during the term of the Placement Options would normally determine 
                  whether or not the Placement Options are exercised. If, at any time any of the Placement Options are 
                  exercised and the Shares are trading on ASX and AIM at a price that is higher than the exercise 
                  price of the Placement Options, there may be a perceived cost to the Company.
                  
                  As  at the date of this Notice the price of the Shares trading on AIM and ASX is lower than  the
                  exercise price of the Placement Options.
          
          (o)     Historical share price information for the last three months is as follows:
                  
                                                           Price                     Date
                   Highest                                A$0.06                      14 March 2012
                   Lowest                                  A$0.02                     11 June 2012
                   Last                                    A$0.02                     11 June 2012
          
          (p)     A voting exclusion statement is included in the Notice.
          
          (q)     The Company will raise £20,000 (A$32,000 based on an exchange rate of £1 = A$1.60) from the issue of 
                  the Leahy Placement Securities. Proceeds from the issue of the Leahy Placement Securities will be 
                  used to continue exploration, drilling and advance feasibility work on the Company's Mauritanian and 
                  Guinean uranium projects, initially through the completion of scoping studies.

          (r)     Other than the information above and otherwise set out in this Explanatory Memorandum, the Company
                  believes that there is no other information that would be reasonably required by Shareholders to 
                  vote on Resolution 7.

11.       Resolution 8 - Section 195 Approval
          
          Section  195  of the Corporations Act essentially provides that a director of a public company  may  not
          vote  or  be present during meetings of directors when matters in which that director holds a  "material
          personal interest" are being considered.
          
          Some  of the Directors may have a material personal interest in the outcome of Resolutions 4, 5, 6 or  7
          (as applicable).  In the absence of this Resolution 8, the Directors may not be able to form a quorum at
          directors meetings necessary to carry out the terms of Resolutions 4, 5, 6 or 7 (as applicable).
          
          The Directors have accordingly exercised their right under section 195(4) of the Corporations Act to put
          the issue to Shareholders to resolve.


                                              Schedule 1- Definitions

In this Notice and Explanatory Memorandum:

A$ means Australian Dollars.

£ means British Pounds.

AIM means AIM market of the London Stock Exchange Plc.

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.

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

Company has the meaning in the introductory paragraph of this Notice.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

DI has the meaning given in Section 2.2.

Explanatory Memorandum means the explanatory memorandum attached to this Notice.

Featherby Placement Securities has the meaning given in Resolution 5.

First Tranche Placement has the meaning given in Section 3.1.

First Tranche Shares has the meaning given in Resolution 1.

Form of Instructions means the form of instructions enclosed in this Notice.

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

Grannell Placement Securities has the meaning given in Resolution 6.

Leahy Placement Securities has the meaning given in Resolution 7.

Listing Rules means the listing rules of ASX.

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

Notice means this notice of meeting.

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

Placement has the meaning given in Section 3.1.

Placement Options has the meaning given in Resolution 3 with the terms and conditions in Schedule 2.

Placement Price has the meaning given in Section 3.1.

Proxy Form means the proxy form attached to this Notice.

Reilly Placement Securities has the meaning given in Resolution 4.

Resolution means a resolution contained in this Notice.

Schedule means a schedule to this Notice.

Second Tranche Placement has the meaning given in Section 3.1.

Second Tranche Shares has the meaning given in Resolution 2.

Section means a section contained in the Explanatory Memorandum.

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

Shareholder means a shareholder of the Company.

UK means United Kingdom.

USA means the United States of America, its territories and possessions, any State in the United States of America
and the District of Columbia.

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



                            Schedule 2 - Terms and Conditions of the Placement Options

The following terms and conditions apply to the Placement Options (referred to as the 'Options' for the purposes
of this Schedule 2):

1.        Exercise Date
          
          The Options are exercisable wholly or in part at any time from grant and before 5:00 pm (WST) on 2
          August 2013.  Options not exercised by that date shall lapse.

2.        Exercise Price
          
          Each option shall entitle the Optionholder to acquire one fully paid ordinary share in the Company
          (Share) upon payment of the sum of £0.03 (Exercise Price).

3.        Notice of Exercise
          
          Each option may be exercised at any time before the expiry of the Options by the Optionholder completing
          and forwarding to the Company a notice of exercise and payment of the Exercise Price for each Option
          being exercised.  Any notice of exercise of an Option received by the Company will be deemed to be a
          notice of the exercise of the Option on the first business day after the date of receipt of the notice.
          
          Cheques shall be in GBP, made payable to the Company and crossed "Not Negotiable". Alternatively funds
          may be deposited electronically into a bank account nominated by the Company.

4.        Shares Allocated on Exercise

         (a)       Shares issued on exercise of the Options will rank equally with all other Shares on issue.
         
         (b)       Shares issued on the exercise of an Option will not be offered for sale by the Optionsholder unless:
                  
                  (i)      the offer is made under circumstances that do not require disclosure to investors under 
                           Part 6D.2 of the Corporations Act 2001 (Cth) (Corporations Act); or

                  (ii)     one of the following occurs:
                            
                            A.        the Company gives ASX a notice that complies with section 708A(5)(e) of the
                                      Corporations Act;
                            
                            B.        the Company lodges a prospectus with ASIC that qualifies the Shares for resale 
                                      under section 708A(11) of the Corporations Act; or
                            
                            C.        expiry of 12 months after issue of the Shares.

5.        No Quotation of Options
          
          Application will not be made by the Company to ASX or AIM for official quotation and admission to
          trading of the Options.
          
6.        Quotation of Shares on Exercise

          
          So long as the Shares remain listed on ASX and continue to trade on AIM, application will be made for
          Shares issued upon exercise of Options to be listed on ASX and admitted to trading on AIM.  The Company
          will not be under any obligation to ensure that such Shares will be officially quoted.

7.        Participation in new issue

           (a)      There are no participating rights or entitlements inherent in the Options and Optionholders will 
                    not be entitled to participate in new issues of securities offered to Shareholders before the 
                    expiry of the Options. However, the Company will ensure that for the purpose of determining 
                    entitlements as to any such issue, the record date will be at least 10 business days after the 
                    issue is announced so as to give Optionholders the opportunity to exercise their Options before 
                    the date for determining entitlements to participate in any issue.
           
           (b)      Subject to paragraphs 8, 9 and 10, the Exercise Price and the number of Shares to be issued on the
                    exercise of Options will not change in the event of a new issue of securities by the Company.

8.        Adjustment for bonus issue 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 an Option will be increased by the 
                    number of Shares which the Optionholder would have received if the Optionholder had exercised the 
                    Option before the record date for the bonus issue; and
           
           (b)      no change will be made to the Exercise Price.

9.        Adjustment for rights issue
          
          If the Company makes an issue of Shares pro rata to existing Shareholders there will be no adjustment of
          the Exercise Price of an Option.
          
10.       Adjustment for reconstruction of Share capital
          
          If at any time before the expiry of the Options there is a reconstruction (including consolidation,
          subdivision, reduction or return) of the issued capital of the Company, all rights of the Optionholder
          shall be reconstructed in accordance with the Listing Rules.
          
11.       Non-Transferable
          
          The Options are not transferable, except to an associate (as defined in the Corporations Act) of the
          Optionholder and provided always that the transfer complies with section 707(3) of the Corporations Act.
          


            
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  9.30am
(British  Summer time) on 2 August 2012, at Buchanan, 3rd Floor, 107 Cheapside, London, EC2V 6DN,  UNITED  KINGDOM
and at any adjournment or postponement of that Meeting.


Important for Resolution 4 to 7 (inclusive):  The Chair of the meeting intends to vote undirected proxies in
favour of the Resolutions 4 to 7 (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 4 to 7 (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 4 to 7 (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 4 to
7 (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    Ratification of Issue of First Tranche Shares                                       
                                                                                                    
Resolution 2    Authority to Issue Second Tranche Shares                                            
                                                                                                    
Resolution 3    Authority to Issue Placement Options                                                
                                                                                                    
Resolution 4    Authority to Issue Second Tranche Shares and Placement Options                      
                to Mr Mark Reilly
                                                                                                    
Resolution 5    Authority to Issue Second Tranche Shares and Placement Options                      
                to Mr Glenn Featherby
                                                                                                    
Resolution 6    Authority  to  Issue  Second  Tranche  Shares  and  Placement                       
                Options to Mr David Grannell
                                                                                                    
Resolution 7    Authority  to  Issue  Second  Tranche  Shares  and  Placement                       
                Options to Mr James Leahy
                                                                                                    
Resolution 8    Section 195 Approval                                                                
                                                                                                    

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 below to enable your voting instructions  to  be
implemented.

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

_________________________               _______________________                  ___________________
Contact Name                            Contact Daytime Telephone                Date


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

Proxy Notes:

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

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

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

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

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

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

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

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

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy
or  facsimile  which appears on its face to be an authentic copy of the Proxy Form (and the power of  attorney  or
other  authority) must be deposited at or received by facsimile transmission at the office of the Company at Suite
3, Level 3, 1292 Hay Street, West Perth WA 6005, or by post to GPO Box 2870, West Perth WA 6872, or facsimile (08)
9322  4073  if faxed from within Australia or +61 8 9322 4073 if faxed from outside Australia), not less  than  48
hours prior to the time of commencement of the Meeting.

Contact Information

  • Forte Energy NL