23 October 2013

Update on Keaton Energy Holdings Limited's Proposed Acquisition of Xceed Resources Limited by Scheme of Arrangement

Xceed Resources Limited (Xceed or the Company) wishes to provide the following update in respect of the announced transaction whereby Keaton Energy Holdings Limited (Keaton) proposes to acquire all of the shares of the Company for a cash consideration of $0.14 per share, by way of scheme of arrangement.
The Scheme Booklet to be sent to Xceed shareholders, including the Independent Expert Report prepared by RSM Bird Cameron, has been drafted but requires further information to be included in the document that relates to Keaton's proposed funding of the Scheme Consideration. Xceed has been informed by Keaton that, in order to simplify the regulatory approval process in South Africa, it has put into place alternative funding arrangements to those that were previously proposed. It is now confirmed that one element of the funding package previously being provided by Gunvor Group Limited (Gunvor) will, for the purpose of paying the Scheme Consideration, be substituted by an approved term facility with a major South African bank. Legal agreements to give effect to this credit facility are currently being drafted, however, the directors of Xceed have received written confirmation from the South African banking institution that credit approval has been given for the provision of these facilities to Keaton. Gunvor remains committed to supporting Keaton in this transaction.
Following this restructuring of Keaton's funding arrangements, the Scheme Booklet will shortly be completed for lodgement with the Australian Securities and Investments Commission, at which time a revised indicative Scheme implementation timetable will be disclosed to the market. In the meantime, the Directors advise that the Scheme meeting of Xceed shareholders to consider the Keaton offer is now expected to take place in January rather than in December.
For further information regarding the Company, please contact the Company on +61 8
9226 0329 or refer to www.xceedresources.com.au

Ian Culbert
Managing Director

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