3 February 2014

Update on Scheme Conditions

Xceed Resources Limited (Xceed or Company) is pleased to provide an update on the status of the conditions attaching to 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 all of the conditions that were required to be satisfied prior to the
Scheme Meeting have been satisfied.
Implementation of the Scheme remains subject to the satisfaction or waiver of a number of conditions precedent which remain in place until 8am (Perth time) on 6
February 2014, being the date on which the Scheme is put before the Federal Court of
Australia for approval, as well as any conditions relating to that Court decision.
The outstanding conditions include the approval of the Scheme by Xceed's shareholders at a Scheme Meeting to be held at 11am (Perth time) in Perth today at the Holiday Inn located at 778-788 Hay Street.
For full details of the conditions precedent to the Scheme, please refer to clause 3.2 of the Implementation Deed (as amended). A copy of the Scheme Booklet, Implementation Deed and Amendment 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 and on behalf of the Board of

Xceed Resources Limited



Ian Culbert
Managing Director

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