XSTATE RESOURCES LIMITED — Capital/Financing Update 2025

Jun 22, 2025

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ABN 96 009 217 154

23 June 2025

Announcement to ASX

Electronic lodgement

APPOINTMENT OF JOINT LEAD MANAGERS

Xstate Resources Limited ( ASX:XST ) ( Xstate or the Company ) is pleased to advise that it has today appointed PAC Partners Securi�es Pty Ltd ( PAC Partners ) and BW Equi�es Pty Ltd ( BW Equi�es ) (together the Joint Lead Managers ) to act as Joint Lead Managers for the Company’s forthcoming Public Offer. The Public Offer is a component of progressing toward our an�cipated re-compliance with the ASX Lis�ng Rules and subsequently being re-instated to trading.

Xstate will be undertaking a capital raising under a full form prospectus to raise up to a minimum of $2 million (before costs), and a maximum of $3 million (before costs), through the issue of at least 100 million Shares ( Minimum Subscrip�on ) and up to 150 million shares ( Maximum Subscrip�on ) at an issue price of $0.02 per Share ( Public Offer ). The pricing for the issuance of Public Offer shares is on the basis of Shareholders approving a 2.23 : 1 consolida�on of capital at the forthcoming General Mee�ng.

The Company has agreed to pay the Joint Lead Managers (in aggregate) a capital raising fee of 6% (plus GST) of the amounts raised under the Public Offer and issue the Joint Lead Managers (or their nominees), subject to Shareholder approval, up to 25 million unlisted Op�ons, exercisable at $0.04 each (on a post consolida�on basis), expiring 18 months from their date of issue. Should the amounts raised under the Public Offer exceed $2.5 million, the Company has agreed to pay a success fee of $50,000 (plus GST) (in aggregate) to the Joint Lead Managers in addi�on to the compensa�on noted above. The alloca�on of the fees and Lead Manager Op�ons between the Joint Lead Managers will be determined between PAC Partners and BW Equi�es by separate agreement.

The Joint Lead Managers will be issued 15 million Lead Manager Op�ons if the Minimum Subscrip�on is raised, with a further ten (10) Lead Manager Op�ons issued for every addi�onal one (1) dollar raised under the Public Offer above the Minimum Subscrip�on, up to a maximum of an addi�onal 10 million Lead Manager Op�ons if the Maximum Subscrip�on is raised (totalling 25 million Lead Op�ons in aggregate).

The terms and condi�ons of the op�ons are consistent with standard commercial terms and do not include any provisions that are unusual or outside normal market prac�ce.

www.xstateresources.com.au

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The Company intends to issue Shareholders with a No�ce of Mee�ng on Wednesday, 25 June 2025, detailing the required resolu�ons to approve the acquisi�on of the Diona project and resolu�ons required to achieve the requirements of the Lis�ng Rules for a re-compliance under Chapter 1 and Chapter 2.

This announcement has been authorised for release by the Board of Directors.

Andrew Bald Managing Director

Xstate Resources Limited Tel: +61 8 9435 3200

About Xstate Resources Limited

Xstate Resources (ASX Code: XST) is an ASX listed company focused on the oil and gas sector. Subject to approval at an upcoming shareholder mee�ng, the Company will hold explora�on assets located in Queensland, Australia. The Company addi�onally holds explora�on assets in the Sacramento Basin, California.

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