Results Of General Meeting Keaton Energy Holdings Limited (A company incorporated in the Republic of South Africa with Registration number: 2006/011090/06) ISIN: ZAE000117420 JSE Share Code: KEH (“Keaton” or the “Company”) RESULTS OF GENERAL MEETING 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 fulfilled. Johannesburg 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 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.