24 January 2014

Keaton Shareholders Approve Acquisition

Xceed Resources Limited (Xceed or Company) is pleased to provide an update on the status of the proposed acquisition of all of Xceed's issued shares by Keaton Energy Holdings Limited (Keaton) by way of a Scheme of Arrangement under the Corporations Act (Scheme).
Xceed advises that at a meeting convened yesterday in Johannesburg, South Africa, Keaton's shareholders approved by the requisite majority the necessary resolutions to approve and implement the proposed acquisition of Xceed. This represents the achievement of an important milestone in progressing the Scheme.
Implementation of the Scheme remains subject to the satisfaction or waiver (where applicable) of a number of conditions precedent as itemized in clause 3.2 of the Implementation Deed, including approval of the Scheme by Xceed's shareholders at a meeting to be convened in Perth on Monday 3 February 2014, and the Federal Court of Australia approving the Scheme and subsequently passing orders to that effect.
A copy of the Scheme Booklet and Implementation Deed is available on Xceed's
website at www.xceedresources.com.au
The Company will continue to keep shareholders updated on the status of the Scheme as the Scheme timetable progresses.
For further information regarding the Company, please contact the Company on +61 8
9226 0329 or refer to www.xceedresources.com.au
For and on behalf of the Board of

Xceed Resources Limited



Ian Culbert
Managing Director

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