Xceed Resources Ltd : Scheme Becomes Effective

7 February 2014

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

Xceed Resources Limited (Xceed or Company) is pleased to advise that the orders made by the Federal Court of Australia (Court) approving the scheme of arrangement pursuant to which Keaton Energy Holdings Limited (Keaton) proposes to acquire all of Xceed's issued shares (Scheme) have today been lodged with the Australian Securities and Investments Commission. Consequently, the Scheme is now effective. A copy of the Court Orders is attached to this announcement.

Suspension of trading

Xceed shares will be suspended from trading on ASX from the close of trading today.

Indicative Timetable

Action	Date
Record Date (for entitlements to Scheme Consideration)	14 February 2014
Implementation Date (Keaton pays Aggregate Scheme Consideration to Xceed)	19 February 2014
Payment Date (Xceed dispatches payment of the Scheme Consideration to Scheme Participants)	No later than 21 February 2014

All dates and times refer to Perth, Western Australia. Any changes to the above
timetable will be announced to ASX and will be available on the Company's website
For and on behalf of the Board of

Xceed Resources Limited

Ian Culbert
Managing Director

Federai Court of Australia

District Registry: Western Australia

Division: Generai Division

IN THE MATTER OF XCEED RESOURCES LTD ABN 79 009 181 006

No. WAD 438 of 2013

..

Xceed Resources Ltd ABN 79 009 181 006

Plaintiff

ORDER JUDGE: Justice Gilmour DATE OF ORDER: 6 February 2014 WHEREMADE:

Perth

THE COURT ORDERS THAT:

. r. •

1. Pursuant to section 411(4)(b) of the Corporations Act 2001 (Cth) (Corporations Act) the scheme of arrangement between the plaintiff and its members, a copy of which is annexed to the second affidavit of Peter Christophér Wall sworn on 13 December 2013, and being part of annexure "PCW-7" at pages 50- 64, is approved.

2. Pursuant to section 411(12) of the Corporations Act , the plaintiff is exempted from compliance with section 411(11) of the Corporations Aet, in relation to the scheme of arrangement referred to in arder 1.

3. The plaintiff is to lodge an office copy of these orders with the Australian Securities and lnvestments Commission on 7 February 2014 or, in any event, as soon as practicable thereafter.

Filed on behalf of

Prepared by

Law firm

Tel

Xceed Resources Ltd (Piaintiff) Cameron Bill

Steinepreis Paganin

[phone]

Fax [phone]

Ema il C Bill @s teinpa g.c om .a u

Address far service Level4, The Read Buildings, 16 Milligan Street, Perth WA 6000

4. These orders be entered forthwith.

Date that entry is stamped: b February 2014