XSTATE RESOURCES LIMITED — Capital/Financing Update 2025

Jun 26, 2025

Appendix 3B - Proposed issue of securities

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Update Summary

Entity name

XSTATE RESOURCES LIMITED

Announcement Type

Update to previous announcement

Date of this announcement

27/6/2025

Reason for update to a previous announcement

Update provided following lodgement of prospectus and notice of general meeting on 26 June 2025, which impacts timelines on this previous lodgement.

Refer to next page for full details of the announcement

Appendix 3B - Proposed issue of securities

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Appendix 3B - 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.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

Registration Number

ABN 96009217154

1.3 ASX issuer code

XST

1.4 The announcement is

Update/amendment to previous announcement

1.4a Reason for update to a previous announcement

Update provided following lodgement of prospectus and notice of general meeting on 26 June 2025, which impacts timelines on this previous lodgement.

1.4b Date of previous announcement to this update

6/4/2025

1.5 Date of this announcement

27/6/2025

1.6 The Proposed issue is:

A placement or other type of issue

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes 7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 28/7/2025 Actual

Comments

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)? New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No Yes ASX +security code +Security description New class-code to be confirmed Unlisted options, exercisable at $0.04 within 18 months of issue

+Security type

Options

Number of +securities proposed to be issued

25,000,000

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Appendix 3B - Proposed issue of securities

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Offer price details

Offer price details	Offer price details	Offer price details	Offer price details	Offer price details	Offer price details	Offer price details	Offer price details	Offer price details	Offer price details	Offer price details	Offer price details	Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?Please describe the consideration being provided for the +securitiesIssuance of options is a component of lead manager fee agreed for the Public Offer announced 7 April 2025.Please provide an estimate of the AUD equivalent of the consideration beingprovided for the +securitiesWill all the +securities issued in this class rank equally in all respects fromtheir issue date?Options details+Security currencyAUD - Australian DollarExercise priceAUD 0.0400Expiry dateDetails of the type of +security that will be issued if the option is exercisedXST : ORDINARY FULLY PAIDNumber of securities that will be issued if the option is exercisedOne fully paid ordinary share in the Company (ASX:XST)Please provide a URL link for a document lodged with ASX setting out the material terms of the +securitiesproposed to be issued or provide the information by separate announcement.YesNo
	Please d o	escribe the
			consider
				ation bein	g provided	for the +s	ecurities
	Issuance	of options	is a compo	nent of lea	d manager	fee agree	for the Pu	blic Offer a	nnounced	April 202	.
		rovide an e
	Please pprovided		stimate ofecurities	the AUD	equivalent	of the con	sideration	being
		for the +s
	Will all ththeir issu	e +securite date?	ies issued	in this cla	ss rank eq	ually in al	l respects	from
	Yes
	ns details
	+Security currencyExercise priceExpiry date
	AUD - Australian DollarAUD 0.0400
	Details of the type of +security that will be issued if the option is exercised
	XST : ORDINARY FULLY PAID
	Number of securities that will be issued if the option is exercised
	One fully paid ordinary share in the Company (ASX:XST)
	Pl id URL lik f d ldd ih ASX i h il f h ii
	ease prove a n or a ocument oge wt settng out te matera terms o te +securtesproposed to be issued or provide the information by separate announcement.
Part 7
	Til
	C - metabe
Part 7
	7C.1 Proposed +issue date
	8/8/2025
	D - Listing Rule requirements
	7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7Yes
	7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1
	28/7/2025
	7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue?
	7D3 Will an of the +securities to be issued be +restricted securities for the uroses of the listin rules?No

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 28/7/2025 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

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Appendix 3B - Proposed issue of securities

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

Part 7E - Fees and expenses

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

The number of options is on a post-consolidation basis. As announced on 7 April 2025, the Company intends to undertake a 2.23 : 1 consolidation, subject to shareholder approval.

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

Options to be issued as a component of fee for acting as joint lead managers to the Public Offer.

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

Appendix 3B - Proposed issue of securities

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