XCEED RESOURCES LTD 
By
603 Page 1 of 2 15 July 2001
To Company Name/Scheme Xceed Resources Ltd
ACN/ARSN 009 181 006
Name Keaton Energy Holdings Limited
ACN/ARSN (if applicable) Company registration number: 2006/011090/06
The holder became a substantial holder on 19/02/2014
The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:
Class of securities (4) | Number of securities | Person's votes (5) | Voting power (6) |
Fully paid ordinary | 140,500,435 | 140,500,435 | 100% |
The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:
Holder of relevant interest | Nature of relevant interest (7) | Class and number of securities |
Keaton Energy Holdings Limited | Registered holder | 140,500,435 Fully paid ordinary shares |
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
Holder of relevant interest | Registered holder of securities | Person entitled to be registered as holder (8) | Class and number of securities |
As above | |||
The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:
Holder of relevant interest | Date of acquisition | Consideration (9) | Class and number of securities | |
Cash | Non-cash | |||
Keaton Energy Holdings Limited | 19/02/2014 | $19,670,060.90 | 140,500,435 ordinary shares | |
603 Page 2 of 2 15 July 2001
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
Name and ACN/ARSN (if applicable) | Nature of association |
The addresses of persons named in this form are as follows:
Name | Address |
Keaton Energy Holdings Limited | Ground Floor, Eland House, The Braes, 3 Eaton Avenue, Bryanston 2919, South Africa |
print name Mandi Glad capacity Director
(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.
(2) See the definition of "associate" in section 9 of the Corporations Act 2001.
(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. (4) The voting shares of a company constitute one class unless divided into separate classes.
(5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.
(6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. (7) Include details of:
(a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
(8) If the substantial holder is unable to determine the identity of the person ( eg. if the relevant interest arises because of an option) write
"unknown".
(9) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
605 Page 1 of 2 15 July 2001
To Company Name/Scheme Xceed Resources Ltd
ACN/ARSN 79 009 181 006
Name Daleglen Holdings Pty Ltd
ACN/ARSN (if applicable) ACN 066 807 403
The holder ceased to be a substantial holder on 19/02/2014
The previous notice was given to the company on 18/09/2013
The previous notice was dated 18/09/2013
2. Changes in relevant interestsParticulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:
Date of change | Person whose relevant interest changed | Nature of change (4) | Consideration given in relation to change (5) | Class (6) and number of securities affected | Person's votes affected |
19/02/2014 | Daleglen Holdings Pty Ltd | Sale of shares pursuant to Scheme of Arrangement | $3,850,000 | 27,500,000 ordinary | 27,500,000 ordinary |
The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) with, the substantial holder in relation to voting interests in the company or scheme are as follows:
Name and ACN/ARSN (if applicable) | Nature of association |
The addresses of persons named in this form are as follows:
Name | Address |
Daleglen Holdings Pty Ltd | 54 Chandler Avenue West, Floreat WA 6014 |
print name Ian Culbert capacity Director
605 Page 2 of 2 15 July 2001
(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 4 of the form.
(2) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. (3) See the definition of "associate" in section 9 of the Corporations Act 2001.
(4) Include details of:
(a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
(5) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
(6) The voting shares of a company constitute one class unless divided into separate classes.
(7) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.
605 Page 1 of 2 15 July 2001
To Company Name/Scheme Xceed Resources Ltd
ACN/ARSN 79 009 181 006
Name SF & PJ Belben
ACN/ARSN (if applicable)
The holder ceased to be a substantial holder on 19/02/2014
The previous notice was given to the company on 13/06/2013
The previous notice was dated 13/06/2013
2. Changes in relevant interestsParticulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:
Date of change | Person whose relevant interest changed | Nature of change (4) | Consideration given in relation to change (5) | Class (6) and number of securities affected | Person's votes affected |
19/02/2014 | SF & PJ Belben
Super Fund> | Sale of shares pursuant to Scheme of Arrangement | $165,575.90 | 1,182,685 ordinary | 1,182,685 ordinary |
19/02/2014 | SF Belben | Sale of shares pursuant to Scheme of Arrangement | $1,598,333.24 | 11,416,666 ordinary | 11,416,666 ordinary |
The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) with, the substantial holder in relation to voting interests in the company or scheme are as follows:
Name and ACN/ARSN (if applicable) | Nature of association |
The addresses of persons named in this form are as follows:
Name | Address |
SF & PJ Belben
Superfund Account> and SF Belben | 60 Moray Avenue, Floreat WA 6014 |
605 Page 2 of 2 15 July 2001
print name Stephen Belben capacity Trustee
(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 4 of the form.
(2) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. (3) See the definition of "associate" in section 9 of the Corporations Act 2001.
(4) Include details of:
(a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
(5) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
(6) The voting shares of a company constitute one class unless divided into separate classes.
(7) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.
605 Page 1 of 2 15 July 2001
To Company Name/Scheme Xceed Resources Ltd
ACN/ARSN 79 009 181 006
Name Dow Super Pty Ltd and Dhow Nominees Pty Ltd
ACN/ARSN (if applicable)
The holder ceased to be a substantial holder on 19/02/2014
The previous notice was given to the company on 13/06/2013
The previous notice was dated 13/06/2013
2. Changes in relevant interestsParticulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:
Date of change | Person whose relevant interest changed | Nature of change (4) | Consideration given in relation to change (5) | Class (6) and number of securities affected | Person's votes affected |
19/02/2014 | Dow Super Pty Ltd | Sale of shares pursuant to Scheme of Arrangement | $1,575,000.00 | 11,250,000 ordinary | 11,250,000 ordinary |
19/02/2014 | Dhow Nominees Pty Ltd | Sale of shares pursuant to Scheme of Arrangement | $163,333.38 | 1,666,667 ordinary | 1,666,667 ordinary |
The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) with, the substantial holder in relation to voting interests in the company or scheme are as follows:
Name and ACN/ARSN (if applicable) | Nature of association |
The addresses of persons named in this form are as follows:
Name | Address |
Dow Super Pty Ltd and Dhow Nominees Pty Ltd | GPO Box 2575, Perth, WA 6001 |
605 Page 2 of 2 15 July 2001
print name George Cameron-Dow capacity Director
(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 4 of the form.
(2) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. (3) See the definition of "associate" in section 9 of the Corporations Act 2001.
(4) Include details of:
(a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
(5) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
(6) The voting shares of a company constitute one class unless divided into separate classes.
(7) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.
605 Page 1 of 2 15 July 2001
To Company Name/Scheme Xceed Resources Ltd
ACN/ARSN 79 009 181 006
Name Maberley Holdings Pty Ltd
ACN/ARSN (if applicable) ACN 069 710 792
The holder ceased to be a substantial holder on 19/02/2014
The previous notice was given to the company on 18/09/2013
The previous notice was dated 18/09/2013
2. Changes in relevant interestsParticulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:
Date of change | Person whose relevant interest changed | Nature of change (4) | Consideration given in relation to change (5) | Class (6) and number of securities affected | Person's votes affected |
19/02/2014 | Maberley Holdings Pty Ltd | Sale of shares pursuant to Scheme of Arrangement | $3,500,000 | 25,000,000 ordinary | 25,000,000 ordinary |
The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) with, the substantial holder in relation to voting interests in the company or scheme are as follows:
Name and ACN/ARSN (if applicable) | Nature of association |
The addresses of persons named in this form are as follows:
Name | Address |
Maberley Holdings Pty Ltd | 17/127 Herdsman Parade, Wembley, WA 6014 |
print name William Stuart capacity Director
605 Page 2 of 2 15 July 2001
(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 4 of the form.
(2) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. (3) See the definition of "associate" in section 9 of the Corporations Act 2001.
(4) Include details of:
(a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
(5) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
(6) The voting shares of a company constitute one class unless divided into separate classes.
(7) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.
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