XSTATE RESOURCES LIMITED — Capital/Financing Update 2021

Mar 21, 2021

Proposed issue of securities

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Announcement Summary

Entity name

XSTATE RESOURCES LIMITED

Announcement Type

New announcement

Date of this announcement

Monday March 22, 2021

The Proposed issue is:

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A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

Maximum Number of ASX +security code +Security description +securities to be issued XST ORDINARY FULLY PAID 10,135,135

Proposed +issue date

Wednesday May 19, 2021

Refer to next page for full details of the announcement

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Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

XSTATE RESOURCES LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

ABN

Registration Number

96009217154

1.3 ASX issuer code

XST

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Monday March 22, 2021

1.6 The Proposed issue is:

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A placement or other type of issue

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity Yes

7A.1a Conditions

Approval/Condition	Date for determination	Is the date estimated or	** Approval
+Security holder approval	Wednesday May 19, 2021	actual?	received/condition met?
		Estimated	No

Comments

Shares to be issued for acquisition are subject to shareholder approval. Estimated date provided relates to upcoming AGM to be held in May.

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description

XST : ORDINARY FULLY PAID

Number of +securities proposed to be issued

10,135,135

Offer price details

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Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Shares issued as consideration for acquisition of further 10% interest in Red Earth assets in Alberta, Canada.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.014800

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 7C - Timetable

7C.1 Proposed +issue date

Wednesday May 19, 2021

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? Yes

7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1 Wednesday May 19, 2021

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

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7E.1 Will there be a lead manager or broker to the proposed issue? No 7E.2 Is the proposed issue to be underwritten? No 7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue Nil Part 7F - Further Information 7F.01 The purpose(s) for which the entity is issuing the securities Shares issued as consideration for acquisition of further 10% interest in Red Earth assets in Alberta, Canada. 7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No 7F.2 Any other information the entity wishes to provide about the proposed issue No

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