XSTATE RESOURCES LIMITED — Capital/Financing Update 2025

Apr 6, 2025

Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name

XSTATE RESOURCES LIMITED

Announcement Type

New announcement

Date of this announcement

6/4/2025

The Proposed issue is:

A non pro rata offer of securities under a disclosure document or product disclosure statement (PDS)

Total number of +securities proposed to be issued for a non pro rata offer of securities under a disclosure document or product disclosure statement (PDS)

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
XST	ORDINARY FULLY PAID	150000000

Closing date for receipt of acceptances

20/5/2025

Proposed +issue date 10/6/2025

Refer to next page for full details of the announcement

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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

ABN

Registration Number

96009217154

1.3 ASX issuer code

XST

1.4 The announcement is

New announcement

1.5 Date of this announcement

6/4/2025

1.6 The Proposed issue is:

A non-+pro rata offer of +securities under a +disclosure document or +PDS

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Appendix 3B - Proposed issue of securities

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Part 5 - Details of proposed non-pro rata offer under a +disclosure document or +PDS

Part 5A - Conditions

5A.1 Do any external approvals need to be obtained or other conditions satisfied before the non-pro rata offer of +securities under a +disclosure document or + PDS can proceed on an unconditional basis? Yes 5A.1a Conditions Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 23/5/2025 Estimated Comments

Part 5B - Offer 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 The number of +securities to be offered under the +disclosure document or +PDS 150,000,000 Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? Yes Describe the minimum subscription condition Minimum subscription of 75,000,000 shares Will individual security holders be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? No

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Appendix 3B - Proposed issue of securities

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Will individual security holders be limited to accepting the offer for a	Will individual security holders be limited to accepting the offer for a
maximum number or value of +securities (i.e. a maximum acceptance
condition)?
No
Offer price details
Has the offer price been determined?
Yes
In what currency will the offer be	What is the offer price per +security?
made?	AUD 0.02000
AUD - Australian Dollar
Oversubscription & Scale back details
Will the entity be entitled to accept over-subscriptions?
Yes
Provide details of the number or value of over-subscriptions that the entity may accept The entity will be entitled to accept over subscriptions to the value allowable under Listing Rule 7.1 and 7.1A, subject to Board determination.
Will a scale back be applied if the offer	is over-subscribed?
Yes
Describe the scale back arrangements Scale back on pro-rata application basis.
Will these +securities rank equally in all respects from their issue date with
the existing issued +securities in that class?
Yes

Part 5C - Timetable 5C.1 Lodgement date of +disclosure document or +PDS with ASIC 29/4/2025 5C.2 Date when +disclosure document or +PDS and acceptance forms will be made available to investors 5/5/2025 5C.3 Offer open date 5/5/2025 5C.4 Closing date for receipt of acceptances 20/5/2025 5C.6 Proposed +issue date 10/6/2025

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Part 5D - Listing Rule requirements

5D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? Yes

5D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1 23/5/2025

5D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes

Part 5E - Fees and expenses

5E.1 Will there be a lead manager or broker to the proposed offer? Yes

5E.1a Who is the lead manager/broker? Lead manager to be advised

5E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

6% fee for capital raising, in addition to 25 million unlisted securities, exercisable at $0.04 and expiring 18 months from date of issuance. 5E.2 Is the proposed offer to be underwritten? No 5E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No 5E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Part 5F - Further Information

5F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue The entity intends to utilise the cash raised on it's Diona exploration well, planned for 2025.

5F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? No 5F.2 Please explain the entity's allocation policy for the offer, including whether or not acceptances from existing +security holders will be given priority

The allocation policy for the offer is contained in the Company's acquisition announcement - existing shareholders will be given priority access to 50% of the Public Offer.

5F.3 URL on the entity's website where investors can download the +disclosure document or +PDS

www.xstateresources.com.au

The information will be loaded onto the Company's website when available.

5F.4 Any other information the entity wishes to provide about the proposed offer

The information contained in this Appendix is based on a post-approval basis of the entity's shareholders approving a 2.23 : 1 consolidation of the entities securities.

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