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Notice of General Meeting

^{Published on 2011-02-03 23:22:16 - Market Wire}
 

 FORTE ENERGY NL ACN 009 087 852 ASX/AIM CODE: FTE Perth - Tel: +618 9322 4071, Fax: +618 9322 4073 London - Tel: +44 203 300 0187, Fax: +44 207 409 2857 NOTICE OF GENERAL MEETING Shareholders are advised that a General Meeting of Forte Energy NL (the Company) will be held on Tuesday 8 March 2011 in the Heritage Boardroom, 1st Floor, The Melbourne Hotel, Cnr Hay & Milligan Streets, Perth, Western Australia commencing at 10.30 am (Perth Time) (General Meeting). Information on each resolution set out below is contained in the Explanatory Statement, which accompanies and forms part of this Notice of Meeting. 1. RESOLUTION 1 - RATIFICATION OF ISSUE OF SHARES To consider and, if thought fit, pass the following resolution as an ordinary resolution: "That, in accordance with ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the issue of 87,098,704 fully paid ordinary shares in the Company on 27 January 2011 at an issue price of A$0.125 to sophisticated institutional clients of Blackwood Capital Limited and StoneBridge Group Pty Limited on the terms in the Explanatory Statement." Voting Exclusion statement For the purposes of the ASX Listing Rule 7.5.6, the Company will disregard any votes cast on this resolution by any person who has participated in the issue and any associates of those persons, if the Resolution is passed. However, the Company need not disregard a vote if: * it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or * it is cast by a person chairing the General Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides. 2. RESOLUTION 2 - APPROVAL FOR THE ISSUE OF SHARES To consider and, if thought fit, pass the following resolution as an ordinary resolution: "That, in accordance with ASX Listing Rule 7.1 and for all other purposes, the Shareholders approve the issue of up to 32,901,296 fully paid ordinary shares in the Company at an issue price of A$0.125 to sophisticated institutional clients of Blackwood Capital Limited and StoneBridge Group Pty Limited on the terms in the Explanatory Statement." Voting Exclusion statement For the purposes of the ASX Listing Rule 7.3.8, the Company will disregard any votes cast on this resolution by any person who may participate in the proposed issue and any other person who may obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed, and any associates of those persons. However, the Company need not disregard a vote if: * it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or * it is cast by a person chairing the General Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides. EXPLANATORY STATEMENT Shareholders should read the Explanatory Statement accompanying this Notice for further information regarding the above resolutions. PROXIES A Shareholder who is entitled to vote at the General Meeting has a right to appoint a proxy and should use the Proxy Form enclosed with this Notice of Meeting. The proxy need not be a Shareholder of the Company. A Shareholder who is entitled to cast 2 or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If two proxies are appointed and the appointment does not specify the proportion or number of votes that the proxy may exercise, section 249X of the Corporations Act 2001 takes effect so that each proxy may exercise half of the votes (ignoring fractions). A proxy's authority to speak and vote for a Shareholder at the General Meeting is suspended if the Shareholder is present at the General Meeting. The Proxy Form must be signed and dated by the Shareholder or the Shareholder's attorney. Joint Shareholders must each sign. Proxy Forms and the original or a certified copy of the power of attorney (if the Proxy Form is signed by an attorney) must be received by Forte Energy NL: * At GPO Box 2870, West Perth, Western Australia 6872 or 36 Outram Street, West Perth, Western Australia 6005 or * On fax number +618 9322 4073, No later than 10.30am (Perth time) on 6 March 2011. BODIES CORPORATE A body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise at meetings of the Shareholders. The appointment may be a standing one. Unless the appointment states otherwise, the representative may exercise all of the powers that the appointing body could exercise or in voting on a resolution. POINT AT WHICH VOTING RIGHTS ARE DETERMINED It has been determined that under the Corporations Regulations 7.11.37, for the purposes of the General Meeting, Shares will be taken to be held by the persons who are the registered holders at 5pm (Perth time) on 4 March 2011. Accordingly, Share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the General Meeting. By order of the Board M D Reilly Managing Director 4 February 2011 FORTE ENERGY N.L ACN 009 087 852 EXPLANATORY STATEMENT TO ACCOMPANY THE NOTICE OF GENERAL MEETING 1. Introduction This Explanatory Statement has been prepared for the Shareholders of Forte Energy NL (Forte Energy or the Company) in connection with the General Meeting of the Company to be held at 10.30 am (Perth time) on 8 March 2011 at The Melbourne Hotel, Cnr Hay & Milligan Streets, Perth, Western Australia. In recent years, Forte Energy has focussed its business activities upon the acquisition and exploration of a portfolio of uranium exploration projects in the Republics of Guinea and Mauritania, in West Africa. The Company must raise capital to fund the exploration programmes necessary for the continued development of these assets as well as to investigate other resource opportunities in Australia and internationally to assess their appropriateness for the Company. The Company announced to ASX and AIM on 19 January 2011 its intention to raise up to A$15,000,000 by the issue of 120,000,000 Shares at A$0.125. An amount of 87,098,704 Shares were issued to sophisticated clients of Blackwood Capital Limited and StoneBridge Group Pty Limited on 27 January 2011 and the Company is now seeking ratification of this issue under Resolution 1. Shareholder approval of Resolution 2 is being sought to enable up to a further 32,901,296 Shares to be issued to sophisticated clients of Blackwood Capital Limited and StoneBridge Group Pty Limited. Information on each of the Resolutions is set out below. 2. Resolution 1 - Ratification of Issue of Shares On 27 January 2011 the Company successfully completed a placement of 87,098,704 Shares at A$0.125 per Share to raise a total of A$10,887,338 (before costs). ASX Listing Rule 7.1 provides that the prior approval of the shareholders of a company is required for an issue of equity securities if the securities will, when aggregated with the securities issued by the Company during the previous 12 months, exceed 15% of the number on issue at the commencement of that 12 month period. Under ASX Listing Rule 7.4, an issue of securities made without approval under ASX Listing Rule 7.1 is treated as having been made with approval for the purposes of ASX Listing Rule 7.1 if each of the following applies: (a) the issue did not breach ASX Listing Rule 7.1; and (b) holders of the ordinary securities subsequently approve it. The issue of the 87,098,704 Shares did not breach ASX Listing Rule 7.1 because the Shares, when aggregated with the securities issued by the Company during the previous 12 months (other than securities issued with Shareholder approval) did not exceed 15% of the number of securities on issue at the commencement of that 12 month period as calculated under the formula set out in ASX Listing Rule 7.1. However, the Company now seeks Shareholder ratification of the issue of the 87,098,704 Shares pursuant to ASX listing Rule 7.4 in order to reinstate the Company's capacity to issue up to 15% of its issued capital, if required, in the next 12 months without Shareholder approval. The information requirements of ASX Listing Rule 7.5 require the following information to be provided to Shareholders: (a) Number of securities allotted: 87,098,704 Shares (b) Price at which the securities were issued: A$0.125 (c) Basis upon which the allottees were determined: The Shares were allotted to sophisticated institutional clients of Blackwood Capital Limited and StoneBridge Group Pty Limited. None of the allottees are related parties of the Company. (d) Terms of the securities: The Shares rank equally in all respects with the existing Shares on issue. (e) Intended use of funds raised: The funds raised will primarily be used by Forte Energy to progress its West African uranium projects which will include: * The ongoing resource drilling campaign at the Company's A238 uranium anomaly in the north of Forte Energy's leases in Mauritania with the aim of establishing a JORC Code compliant resource in H1 2011 * Additional exploration work at the A29 uranium anomaly, located 20km south along strike from the A238 uranium anomaly in Mauritania, and at other high priority prospects on its Mauritanian ground holding * Commence the Pre-Feasibility Study at the Company's 100% owned Firawa Uranium Project in Guinea * Further assaying and metallurgical testwork on the recently discovered presence of Rare Earth Element (REE) at the Company's Firawa Uranium Project, with the aim of establishing a JORC Code compliant resource in H1 2011 * Ongoing investigation and targeting of other resource opportunities in West Africa. (f) Date of Issue: The Shares were issued on 27 January 2011. (g) Voting Exclusion Statement: A voting exclusion statement is included in the Notice of Meeting. 3. Resolution 2 - Approval for the issue of Shares ASX Listing Rule 7.1 provides that the prior approval of the shareholders of a company is required for an issue of equity securities if the securities will, when aggregated with the securities issued by the Company during the previous 12 months, exceed 15% of the number on issue at the commencement of that 12 month period. Shareholder approval under ASX Listing Rule 7.1 is sought to ensure that the proposed issue of Shares by the Company pursuant to resolution 2 does not result in the Company being in breach of ASX Listing Rule 7.1, and to provide the Company with flexibility to make future issues of securities during the next 12 months without first having to obtain approval of its shareholders. The information requirements of ASX Listing Rule 7.3 require the following information to be provided to shareholders: (a) Number of securities to be allotted: 32,901,296 Shares (b) Price at which the securities are to be issued: A$0.125 (c) Date by which Company will issue securities: The Shares will be issued and allotted by not later than 3 months after the date of the General Meeting or such later date as permitted by a waiver of the ASX Listing Rules. (d) Basis upon which the allottees will be determined: The securities will be allotted to sophisticated institutional clients of Blackwood Capital Limited and StoneBridge Group Pty Limited. None of the allottees will be related parties of the Company. (e) Terms of the securities: The Shares will rank equally in all respects with the existing Shares on issue. (f) Intended use of funds raised: The funds raised will primarily be used by Forte Energy to progress its West African uranium projects which will include: * The ongoing resource drilling campaign at the Company's A238 uranium anomaly in the north of Forte Energy's leases in Mauritania with the aim of establishing a JORC Code compliant resource in H1 2011 * Additional exploration work at the A29 uranium anomaly, located 20km south along strike from the A238 uranium anomaly in Mauritania, and at other high priority prospects on its Mauritanian ground holding * Commence the Pre-Feasibility Study at the Company's 100% owned Firawa Uranium Project in Guinea * Further assaying and metallurgical testwork on the recently discovered presence of Rare Earth Element (REE) at the Company's Firawa Uranium Project, with the aim of establishing a JORC Code compliant resource in H1 2011 * Ongoing investigation and targeting of other resource opportunities in West Africa. (g) Dates of Allotment: The allotment of the Shares may occur progressively. (h) Voting Exclusion Statement: A voting exclusion statement is included in the Notice of Meeting. Definitions and Interpretation Definition In this Explanatory Statement, the following terms have the following meaning unless the context otherwise requires: $A means Australian Dollars. AIM means the Alternative Investment Market of the London Stock Exchange. ASIC means the Australian Securities and Investments Commission. ASX means the Australian Stock Exchange operated by Australian Securities Exchange Limited (ABN 98 008 624 691). ASX Listing Rules means the Listing Rules of ASX and "Listing Rules" has an identical meaning. Board means the Board of Directors of the Company. Business Day means any day that is not Saturday, Sunday or a public holiday in Western Australia. Company or Forte Energy means Forte Energy NL ACN 009 087 862. Constitution means the constitution of the Company. Corporations Act means the Corporations Act 2001 (Cth) and all regulations made pursuant to such legislation, as amended from time to time. Director means a director of the Company. Explanatory Statement means this explanatory statement. General Meeting has the meaning given to it in the introductory paragraph of the Notice of Meeting Notice of Meeting means the Notice of Meeting to which the Explanatory Memorandum is attached. Resolution means a resolution referred to in the Notice of Meeting. Share means a fully paid ordinary share in the capital of the Company. Shareholder means a member of the Company, as defined in the Constitution of the Company. Interpretation Terms used in this Explanatory Statement have the same meaning as in the Corporations Act unless the context otherwise requires. FORTE ENERGY NL ACN 009 087 852 ASX/AIM CODE: FTE Perth - Tel: +618 9322 4071, Fax: +618 9322 4073 London - Tel: +44 203 300 0187, Fax: +44 207 409 2857 PROXY FORM To: The Company Secretary Address: GPO Box 2870 Forte Energy NL West Perth WA 6872 Facsimile: +618 9322 4073 I/We (name of shareholder) ............................... Of (address)...................................... Being a shareholder/shareholders of Forte Energy NL hereby appoint: (name)......................................... of (address)....................................... or failing that person then the Chairman of the General Meeting as my/our proxy to attend and vote for me/us on my/our behalf at the General Meeting of Forte Energy NL to be held at The Melbourne Hotel, Cnr Hay & Milligan Streets, Perth, Western Australia on 8 March 2011 commencing at 10.30 am (Perth time), and at any adjournment of that General Meeting. This form is to be used in accordance with the directions below. Unless the proxy is directed, he or she may vote or abstain as he or she thinks fit. In relation to any undirected proxies, the Chairman intends voting for all resolutions being put forward at the Annual General Meeting. If the Chairman of the meeting is your nominated proxy, or may be appointed by default, and you have not directed your proxy how to vote on a resolution below, please place a mark in this box. By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of a resolution and votes cast by him other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the meeting will not cast your votes and your votes will not be counted in computing the required majority if a poll is called on this item. The Chairman of the meeting intends to vote undirected proxies in favour of all resolutions. For Against Abstain Item 1 Ratification of issue of 87,098,704 Shares Item 2 Approval for issue of 32,901,296 Shares If two proxies are appointed, the proportion of voting rights this proxy is authorised to exercise is.........%. (An additional proxy form will be supplied by the Company on request). DATED this......................Day of......................,2011 If the shareholder is an individual: Signature: .................................................. Name: ................................................ If the shareholder is a company: Affix common seal (if required by Constitution) ....................... .................... Director/Sole Director and Secretary Director/Secretary FORTE ENERGY N.L ACN 009 087 852 Instructions for Appointment of Proxy A Shareholder entitled to attend and vote is entitled to appoint no more than two proxies. If a Shareholder appoints two proxies and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise half of the votes. Every Shareholder present in person or by proxy shall on a show of hands have one vote. On a poll every Shareholder present in person or by proxy, attorney or representative shall have one vote for each Share held. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his or her attorney duly authorised in writing or, if the appointer is a corporation, either under seal or under hand of an officer or attorney duly authorised in writing. A proxy need not be a Shareholder of the Company. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority must be received by the Company at the office of the Company, 36 Outram Street, West Perth, Western Australia, or by facsimile on +618 9322 4073 by no later than 10.30 am (Perth time) on 6 March 2011.