Forte Energy NL
LSE : FTE

August 15, 2013 07:02 ET

Share Placement and Share Purchase Plan

                                                                                   Forte Energy NL
                                                                                    (ASX/AIM: FTE)
                                                                                              
                                                                        ASX, AIM and Media Release
15 August 2013
                                                 



                       PLACING TO RAISE UP TO £2.5 MILLION (A$4.25 MILLION),
                             A £1 MILLION SHARE FOR SHARE EXCHANGE AND
                                                 
           UPDATE ON PROPOSED ACQUISITION OF LEO MINING AND EXPLORATION LTD ("LEOMINEX")

Further  to  the announcement of 11 July 2013, Forte  Energy NL ("Forte Energy" or "the  Company")
(ASX/AIM: FTE) announces it has now received investor commitments to a share placing to raise £2m,
the majority of which is conditional, inter alia, on the  proposed acquisition ("the Acquisition")
of  Leo  Mining  and Exploration  Limited.

In  total, the Company proposes to raise up to £2.5 million (approximately A$4.25 million)  before
expenses  (the  "Placing").  The Placing will comprise the issue of up  to  625  million  ordinary
shares  ("Placing  Shares") at 0.4 pence (approximately 0.7 cents) per share to new  and  existing
institutional shareholders and sophisticated investors in the United Kingdom, North America,  Asia
and Australia.

The  Placing  Shares will be issued in two tranches, with 42 million new ordinary  shares  ("First
Tranche") being issued immediately under existing shareholder authority and the balance of  up  to
583  million  new ordinary shares ("Second Tranche") being subject to shareholder  approval  at  a
general meeting of Forte Energy shareholders ("GM") to be convened for 23 September 2013 and  also
conditional  on completion of the Acquisition.  Shareholder approval is also required  to  approve
the  Acquisition.   As  part  of  the  Placing the Company also  intends  to  allow  all  existing
shareholders  to  participate on the same terms as detailed above.  The  Notice  of  Meeting  will
include  details of a Share Purchase Plan which will allow each existing shareholder to  subscribe
for  up  to  A$15,000  of new ordinary shares at the issue price of 0.4 pence  (approximately  0.7
cents) per share.

In  addition  to the Second Tranche of the Placing, the Company proposes to issue 250 million  new
ordinary shares ("Exchange Shares") to an international resources fund that invests in energy  and
basic  materials.  This fund is currently being raised and expects to close and list on the London
Stock Exchange in the next month.  Forte will receive, as yet, an undetermined number of shares in
the  fund  with  an agreed value of £1m, and these will be received on the fund's inception.   The
Second Tranche, being up to £2.3m, is conditional on written confirmation that the share for share
exchange  will  take  place simultaneously with admission of the Second Tranche.   If  either  the
Acquisition  or the share for share exchange is not capable of completing the Second Tranche  will
also not complete.

The proposed acquisition

Leominex is an unlisted British Virgin Islands ("BVI") registered company which has interests in a
portfolio  of  uranium  and rare earth elements ("REE") assets in Africa  which  complement  Forte
Energy's existing projects.

The  Acquisition is expected to create a diversified, larger scale Africa-focussed exploration and
development  company with a well-balanced  portfolio  of  uranium and REE assets,  both  of  which
feature in  Forte  Energy's  existing portfolio.

The  Acquisition will be effected through a statutory merger under BVI law pursuant to which Forte
Energy  shall allot to Leominex shareholders a total of 95 per cent of the Company's issued  share
capital (equivalent to approximately 949 million  ordinary  shares (the "Consideration Shares") in
the  capital   of   Forte  Energy (as enlarged by the Placing Shares to be  issued  in  the  First
Tranche)), as consideration for 100  per  cent  of  the issued share capital of Leominex.

As per the earlier announcement, two additional non executive directors will be appointed  to  the
board of Forte Energy on completion of the Acquisition.


The Placing

As  detailed above, the Placing is being undertaken in two tranches. The Second Tranche of  up  to
583  million ordinary shares, along with the 250 million Exchange Shares, are to be placed subject
to  shareholder  approval  of the Placing at the GM and completion of  the  Acquisition.  In  this
regard, it is anticipated that a Notice of Meeting will be sent to shareholders by 23 August for a
general meeting on or around 23 September 2013.

Application will be made for all the Placing Shares, Consideration Shares and Exchange  Shares  to
be  admitted to trading on both ASX and AIM and it is anticipated that the First Tranche  will  be
admitted to trading on AIM on or around 19 August 2013 and the Second Tranche and Exchange  Shares
will be admitted on or around 23 September 2013.

The  directors of Forte are participating in the Placing through a subscription for 56.25  million
new  ordinary  shares  in  total,  with details of their commitments  to  the  Placing  and  their
shareholdings in the Company before and after the Placing set out in the table below:


Director             Current No. of     % of      Subscription to    Shares held        % of
                      Shares Held      Current     Placing Shares   post-Placing      Enlarged
                                       Issued                                       Share Capital
                                       Capital                                           (1)
Mark Reilly              17,416,333        1.82         37,500,000     54,916,333             1.98
Glenn Featherby          16,380,286        1.71         12,500,000     28,880,286             1.04
David Grannell            7,700,000        0.80                  -      7,700,000             0.28
James Leahy               1,600,000        0.17          6,250,000      7,850,000             0.28

(1)  Assumes the issue of 625 million Placing Shares and 250 million Exchange Shares and the issue
of 949 million Consideration Shares for the Acquisition.


The directors' participation in the Placing will be subject to the approval of shareholders at the
general meeting.

Commenting on the Placing and Acquisition, Mark Reilly, Managing Director of Forte Energy, said:

"The  transaction  to  acquire Leominex will create an African focussed  uranium  and  rare  earth
explorer   and  developer  with  an  enhanced portfolio of project  interests  and  the  technical
expertise   and  financial  strength  to  advance its assets towards production. In addition,  the
combined  business  will benefit from deeper technical expertise and a Board  with  experience  in
developing and building numerous projects

We  are  pleased  with the continued support from our shareholders and delighted  to  be  able  to
broaden our institutional shareholder base and our board further. "




For further information contact:

Mark Reilly, Managing Director
Forte Energy NL                          Tel: +44 (0) 203 3849555

Stuart Laing
RFC Ambrian Ltd                          Tel: +61 (0) 8 9480 2506
(AIM Nominated Adviser to the Company)

Geoff Nash/Ben Thompson                  Tel: +44 (0)207 220 0500
Elizabeth Johnson (broking)
finnCap


Bobby Morse/Cornelia Browne
Buchanan                                 Tel: +44 (0) 207 466 5000



                                         Placing Statistics

Number of Forte Energy ordinary shares in issue                                         956,670,311
Estimated number of Consideration Shares issued                                         948,736,795
Number of Placing Shares                                                          Up to 625,000,000
Number of Exchange Shares                                                               250,000,000
Number of New Ordinary Shares in issue following Admission post GM                            Up to
                                                                                      2,780,407,106
Gross proceeds of the Placing                                                            Up to £2.5
                                                                                            million



                         Expected timetable of principal events (all BST)

                                                                                               2013
Admission of the First Tranche of  Placing Shares                                         19 August
Posting of GM circular                                                                    23 August
Latest time and date for receipt of Form of Proxy in respect          9:00am British Summer Time 21
of the GM                                                                                 September
General Meeting                                                  9:00am British Summer Time Tuesday
                                                                                       23 September
Admission and dealings in the Second Tranche of Placing                                24 September
Shares, the Consideration Shares and Exchange Shares to
commence on AIM  and ASX
CREST stock accounts to be credited for Second Tranche of                              24 September
Placing Shares, the Consideration Shares and Exchange Shares
in uncertificated form
Posting of share statements for Placing Shares, Consideration                          30 September
Shares and Exchange Shares






About Forte Energy


Forte Energy is an Australian-based minerals company focused on the exploration and development of
uranium  and  associated bi-products in Mauritania and Guinea in West Africa. The Company  has  an
extensive  pipeline  of  assets  and  total JORC resources of 76.8Mt  @  266ppm  U3O8for  44.9Mlbs
contained U3O8 (100ppm cut-off).

Its  flagship  assets are the A238 prospect (23.4Mlbs U3O8) and the Bir En Nar  project  (2.06Mlbs
U3O8) in Mauritania, and the Firawa Project in Guinea (19.5Mlb U3O8).

Forte Energy U3O8 JORC resources (all at a 100ppm cut-off):


Project            Resource Category        M tonnes         ppm U3O8       Contained U3O8 Mlbs

A238*                         Inferred             45.2              235                 23.4
Bir En Nar                   Indicated              0.5              886                  1.0
                              Inferred              0.8              575                  1.0
Firawa                        Inferred             30.3              295                 19.5
Total                        Indicated              0.5              886                  1.0
                              Inferred             76.3              262                 43.9
                                 Total             76.8              266                 44.9

        * A238NW Anomaly included in the A238 Inferred Resources
    
The  Company  is quoted on the Australian Stock Exchange (ASX: FTE) and AIM market of  the  London
Stock Exchange (AIM: FTE). For more information, visit www.forteenergy.com.au

Note:
The  information  in this report that relates to the reporting of Mineral Resources  is  based  on
information compiled by Mr. Galen White, who is a Fellow of the Australasian Institute  of  Mining
and  Metallurgy (FAusIMM). Mr White is the Principal Geologist of CSA Global (UK) Ltd. CSA  Global
have  an  on-going  role as geological consultants to Forte Energy NL. Mr.  White  has  sufficient
experience  which  is  relevant  to  the  style  of  mineralisation  and  type  of  deposit  under
consideration  and  to the activity which he is undertaking to qualify as a  Competent  Person  as
defined  in  the  2004  Edition of the 'Australasian Code for Reporting  of  Exploration  Results,
Mineral  Resources and Ore Reserves'. Mr. White consents to the inclusion in this  report  of  the
matters based on his information in the form and context in which it appears.


About Leo Mining and Exploration

Leominex  is  a  private, BVI-registered company which has interests in a portfolio of   REE   and
uranium assets  in  Africa.  Leominex has a 48 per cent shareholding in Mkango, which owns 100 per
cent   of   two  prospecting licenses covering a combined area of 1,751 sq km in southern  Malawi.
Mkango's  most   advanced  stage  project  is  the Songwe Hill rare earth  project  where  it  has
defined  a  significant  Indicated  and Inferred  REE  Mineral  Resource  Estimate.   In  parallel
with  completion  of  environmental  studies  and metallurgical test work for the Songwe  project,
Mkango  is  also undertaking regional exploration for  REEs and  uranium  in  Malawi.   On   April
11,  2013, Mkango closed an oversubscribed  C$2.3  million  private placement.  Under the Proposed
Acquisition, Forte Energy will become an indirect 48 per cent  shareholder of Mkango,  which  will
continue to trade as an independent company.

Leominex   also  holds approximately 8 per cent of the shares in Signet Mining  Services  Ltd.,  a
Niger   and  Chad  focussed  uranium  exploration and development company, with  seven   100   per
cent   owned  uranium exploration  licences  in Niger covering approximately 1,664 sq km and  four
100 per  cent  owned  uranium exploration licences in Chad covering approximately 413.2 sq km. The
Licenses  in  Niger are located within and close to the Tim Mersoi basin which is  home  to  world
class uranium mines and deposits.

Following  the  Proposed Acquisition, Mkango and Signet Mining Services Ltd will  continue  to  be
managed by their respective Boards and management teams.  Apart from the above mentioned additions
to the Board, the executive management team of Forte Energy will remain as it is currently.

Leominex   has 55 shareholders with its largest two shareholders being William Dawes and Alexander
Lemon,  each   with a shareholding of approximately 17 per cent in Leominex, and  who  would  each
indicatively   hold  around  5  per  cent  of  the  expanded  Forte Energy  share  capital   after
completion  of  the  Proposed Acquisition and Placing.


Contact Information

  • Forte Energy NL