KEATON ENERGY HOLDINGS LIMITED - Federal Court of Australia approval of the Scheme

Federal Court of Australia approval of the Scheme

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”)

FEDERAL COURT OF AUSTRALIA APPROVAL OF THE SCHEME

Keaton shareholders are referred to the announcement released by Keaton on SENS on Monday,
3 February 2014, 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 “Scheme”) 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.

Keaton shareholders are advised that the Federal Court of Australia (the “Court”) made orders
approving the Scheme at the hearing held today, Thursday, 6 February 2014 to consider the
Scheme. The Scheme will become effective once a copy of the extracted orders of the Court
have been lodged with the Australian Securities and Investments Commission, which is expected
to occur tomorrow, 7 February 2014.


Johannesburg
6 February 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

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