FORTE ENERGY LIMITED — Proxy Solicitation & Information Statement 2013

Dec 4, 2013

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IPB Petroleum Limited

ABN 52 137 387 350

NOTICE OF GENERAL MEETING

AND

EXPLANATORY MEMORANDUM

TO BE HELD AT:

Baker & McKenzie, Level 19, 181 William Street, Melbourne, Victoria, Australia At 11:00 am on Monday, 20[th] January 2014

TO BE VALID, THE PROXY FORM ENCLOSED FOR USE AT THE MEETING MUST BE COMPLETED AND RETURNED NO LATER THAN 11:00 AM ON SATURDAY, 18[th] JANUARY 2014

IMPORTANT

This document is important and requires your immediate attention. It should be read in its entirety. If you are in doubt as to the course you should follow, you should consult your legal, financial or other professional adviser immediately.

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IPB Petroleum Limited – Notice of General Meeting – 20 January 2014

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IPB Petroleum Limited

ΙΠB

IPB Petroleum Limited

ABN 52 137 387 350

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a General Meeting of the shareholders of IPB Petroleum Limited (the Company or IPB ) will be held at 11:00am on Monday, 20[th] January 2014 at the offices of Baker & McKenzie, Level 19,181 William Street, Melbourne, Victoria, Australia.

ORDINARY BUSINESS

Resolution 1 Approval of Previous Share Issue

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

“ That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders of the Company approve the previous issue of 11,111,111 fully-paid ordinary shares in the capital of the Company on the terms and conditions set out in the Explanatory Memorandum.”

By order of the Board

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Shane Tanner Non-Executive Chairman 5 December 2013

IPB Petroleum Limited – Notice of General Meeting - 20 January 2014

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IPB Petroleum Limited

NOTES TO NOTICE OF ANNUAL GENERAL MEETING

These Notes form part of the Notice of Meeting.

Right to Vote

The Directors have determined that, for the purpose of voting at the meeting, members are those persons who are the registered holders of Shares at 7.00pm (Melbourne Time) on 18 January 2014.

Each member entitled to attend and vote at the meeting may vote by:

• (a) attending the meeting in person; or

• (b) appointing a proxy to attend and vote at the meeting on their behalf.

Voting Exclusions

The Company will disregard any votes cast on the Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Appointment of Proxies

A Proxy Form accompanies this Notice of General Meeting. A shareholder who is entitled to attend and vote at the meeting is entitled to appoint no more than two proxies to attend and vote in their place. A proxy may be either an individual or a corporation, and need not be a shareholder of the Company.

A single proxy exercises all voting rights. Where a shareholder wishes to appoint two proxies, an additional proxy form may be obtained by contacting the Company’s Share Registry, or the shareholder may copy the enclosed Proxy Form. A shareholder appointing two proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a shareholder appoints two proxies and does not specify each proxy’s voting rights, the rights are deemed to be 50% each. Fractions of votes are to be disregarded. Where two proxies are appointed, neither may vote on a show of hands.

A proxy need not vote in that capacity on a show of hands on any resolution nor (unless the proxy is the Chairman of the Meeting) on a poll. However, if the proxy's appointment specifies the way to vote on a resolution, and the proxy decides to vote in that capacity on that resolution, the proxy must vote the way specified (subject to the other provisions of these Notes, including the voting exclusions noted above). If a proxy does not attend the meeting, then the Chairman of the Meeting will be taken to have been appointed as the proxy of the relevant shareholder in respect of the meeting.

If the Chairman of the Meeting is appointed, or taken to be appointed, as a proxy, but the appointment does not specify the way to vote on a resolution, then the Chairman intends to exercise the relevant shareholder's votes in favour of the relevant resolution (subject to the other provisions of these Notes, including the voting exclusions noted above).

IPB Petroleum Limited – Notice of General Meeting - 20 January 2014

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IPB Petroleum Limited

Lodging Proxy Forms

For an appointment of a proxy to be effective, the proxy's appointment (and, if the appointment is signed by an attorney, the authority under which it was signed or a certified copy of the authority) must be received by Company’s share registry by 11:00am on 18 January 2014.

Proxy Forms and corporate appointment of representative forms may be lodged by posting, delivery or facsimile to the Company office or the Company’s share registry as follows:

• (a) by delivery (by hand, mail, or facsimile) to the Company Secretary, IPB Petroleum Limited at its registered office:

23 Small Street Hampton VIC 3188 Australia Facsimile: 61+ 3 9598 0199

• (b) by delivery (by hand, mail, or facsimile) to the IPB Petroleum Limited share registry:

Link Market Services Limited Level 12 680 George Street Sydney NSW 2000 Australia Facsimile: 61+2 9287 0309

Corporate shareholders

A Shareholder which is a body corporate and which is entitled to attend and vote at the Meeting, or a proxy which is a body corporate and which is appointed by a Shareholder entitled to attend and vote at the Meeting, may appoint a person to act as its representative in accordance with section 250D of the Corporations Act. The representative must present satisfactory evidence that they are authorised to act as the company's representative prior to admission to the Meeting. The authorisation may be effective either for this Meeting only or for all meetings of the Company.

Registration

If you are attending the Meeting, please bring your personalised Proxy Form with you. If you do not bring your form with you, you will still be able to attend the Meeting, but on registration, representatives from the Company’s share registry will need to verify your identity.

Explanatory Memorandum

The accompanying Explanatory Memorandum forms part of this Notice of General Meeting and should be read in conjunction with it. A Glossary of terms used in this Notice of General Meeting and Explanatory Memorandum is contained in the Explanatory Memorandum.

IPB Petroleum Limited – Notice of General Meeting - 20 January 2014

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IPB Petroleum Limited

EXPLANATORY MEMORANDUM

This Explanatory Memorandum (which is included in, and forms part of, the Notice of General Meeting) provides information to Shareholders which the Directors believe to be material in deciding whether or not to pass the Resolution which is the subject of the business of the Meeting.

1. RESOLUTION 1 – APPROVAL OF PREVIOUS SHARE ISSUE

1.1 General Information

On 29 November 2013, the Company issued 11,111,111 fully paid ordinary shares at an issue price of $0.27 per Share to raise approximately $3.0 million.

The Resolution seeks Shareholder approval pursuant to ASX Listing Rule 7.4 for the previous issue of those Shares ( Approval ).

ASX Listing Rule 7.1 provides that a company must not, subject to specific exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting approves the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By approving this issue, the Company will retain the flexibility to issue equity securities in the future up to 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

2.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Approval:

• a) 11,111,111 Shares were issued;

• b) the issue price was $0.27 per Share;

• c) the Shares issue were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• d) the Shares were issued to existing shareholders and new institutional and sophisticated investors in Australia and overseas. Morgans Corporate and Sanston Securities were Joint Lead Managers in respect of the placement. None of these subscribers are related parties of the Company; and

• e) the funds raised from this issue will be applied primarily to work associated with progressing IPB’s three Exploration Permits in the Browse Basin, pursuing new ventures and opportunities and for general working capital.

IPB Petroleum Limited – Notice of General Meeting - Explanatory Memorandum - 20 January 2014

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IPB Petroleum Limited

GLOSSARY

In this Notice and Explanatory Memorandum:

$ or A$ means Australian dollars (AUD);

General Meeting or Meeting means the General Meeting of the Company to be held at 11:00am on Monday, 20[th] January 2014;

ASX means ASX Limited ACN 008 624 691 or the securities exchange operated by it (as the case requires);

ASX Listing Rules means the listing rules of the ASX;

Board means the Board of Directors of the Company;

Corporations Act means the Corporations Act 2001 (Cth);

Directors mean the Directors of the Company;

Explanatory Memorandum means the Explanatory Memorandum which accompanies, and is incorporated as part of, the Notice of Meeting;

IPB Petroleum , IPB or Company means IPB Petroleum Limited ACN 137 387 350;

Notice, Notice of Meeting , or Notice of General Meeting means the attached Notice of Meeting;

Proxy Form means the proxy form which accompanies this Notice;

Resolution means the resolution to be put to shareholders at the Meeting, as set out in the Notice of General Meeting;

Shareholder means the registered holder of Shares; and

Shares means fully paid ordinary shares in the capital of the Company.

IPB Petroleum Limited – Notice of General Meeting - Explanatory Memorandum - 20 January 2014

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IPB Petroleum Limited

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IPB Petroleum Limited – Notice of General Meeting - Explanatory Memorandum - 20 January 2014

LODGE YOUR VOTE



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ABN 52 137 387 350

ONLINE

www.linkmarketservices.com.au

By mail:  IPB Petroleum Limited  [By fax:][ +61 2 9287 0309] C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia



All enquiries to: Telephone: 1300 554 474 Overseas: +61 1300 554 474

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SECURITYHOLDER PROXY FORM

I/We being a member(s) of IPB Petroleum Limited and entitled to attend and vote hereby appoint:

APPOINT A PROXY

STEP 1 APPOINT A PROXY the Chairman OR if you are NOT appointing the Chairman of the Meeting as your of the Meeting proxy, please write the name of the person or body corporate (excluding (mark box) the registered securityholder) you are appointing as your proxy

or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy and to vote for me/us on my/our behalf at the General Meeting of the Company to be held at 11:00am on Monday, 20 January 2014, at Baker & McKenzie, Level 19, 181 William Street, Melbourne, Victoria, Australia and at any adjournment or postponement of the meeting. The Chairman of the Meeting intends to vote undirected proxies in favour of all items of business.

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting. Please read the voting instructions overleaf before marking any boxes with an X

STEP 2

Resolution 1

VOTING DIRECTIONS

For Against Abstain *

Approval of Previous Share Issue

• If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.



SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED

STEP 3

Securityholder 1 (Individual)

Joint Securityholder 2 (Individual) Director/Company Secretary (Delete one)

Joint Securityholder 3 (Individual) Director

Sole Director and Sole Company Secretary

This form should be signed by the securityholder. If a joint holding, either securityholder may sign. If signed by the securityholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

IPB PRX301

HOW TO COMPLETE THIS PROXY FORM

Your Name and Address

This is your name and address as it appears on the Company’s security register. If this information is incorrect, please make the correction on the form. Securityholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your securities using this form.

Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in Step 1. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the Company. A proxy may be an individual or a body corporate.

Votes on Items of Business – Proxy Appointment

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s security registry or you may copy this form and return them both together.

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and

• (b) return both forms together.

Signing Instructions

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

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either securityholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

Corporate Representatives

If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s security registry.

Lodgement of a Proxy Form

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 11:00am on Saturday, 18 January 2014, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy Forms may be lodged using the reply paid envelope or:

 ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the proxy form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, securityholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the proxy form).

 by mail:

IPB Petroleum Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia



by fax:

+61 2 9287 0309



by hand:

delivering it to Link Market Services Limited, 1A Homebush Bay Drive, Rhodes NSW 2138 or Level 12, 680 George Street, Sydney NSW 2000.

If you would like to attend and vote at the General Meeting, please bring this form with you. This will assist in registering your attendance.