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Release Date: 23/01/2014 13:08:00      Code(s): KEH     
Keaton Energy Holdings Limited
(A company incorporated in the Republic of South Africa with Registration number:
ISIN: ZAE000117420
JSE Share Code: KEH
(?Keaton? or the ?Company?)


Keaton shareholders are referred to the announcement released by Keaton on SENS on Friday,
20 December 2013, as well as previous announcements regarding Keaton?s offer to acquire the
entire issued share capital of Xceed Resources Limited (?Xceed?) by way of a scheme of
arrangement in accordance with Part 5.1 of the Australian Corporations Act 2001, as amended
(the ?Transaction?) and the specific issue of 32 647 838 new Keaton ordinary shares to Plusbay
Limited, a wholly-owned subsidiary of Gunvor Group Ltd for cash, at an issue price of R1.7782
per new Keaton ordinary no par value share (the ?Specific Issue?).

Keaton shareholders are advised that at the general meeting held today, 23 January 2014, all the
resolutions to approve and implement the Transaction and the Specific Issue as set out in the
notice of general meeting incorporated in the circular dated 20 December 2013 (the ?Circular?)
were approved by the requisite majority of Keaton shareholders.

As set out in the Circular, the Transaction and the Specific Issue are still subject to a number of
conditions precedent, including approvals by Xceed?s shareholders and the Federal Court of
Australia. Keaton shareholders will be advised once all the conditions precedent have been

23 January 2014

Joint financial advisors:                                    Qinisele Resources & Ceres Capital
Legal advisor in Australia:                                  Ashurst
Legal advisor to Keaton in South Africa:                     Norton Rose Fulbright
Investment Bank and Sponsor:                                 Nedbank Capital
Independent Expert:                                          BDO
Independent Reporting Accountants to Keaton:                 KPMG Inc.
Independent Reporting Accountants in relation to Xceed:      Moore Stephens FRRS Inc.
Tax and Exchange Control Advisors to Keaton:                 Webber Wentzel
Joint Competent Persons:                                     Venmyn Deloitte and Gemecs

Date: 23/01/2014 01:08:00 Supplied by www.sharenet.co.za                     
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