XSTATE RESOURCES LIMITED — Director's Dealing 2014

Feb 2, 2014

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/9/2001. Amended 01/01/11

Name of entity	XSTATE RESOURCES LIMITED
ABN	96 009 217 154

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Chris Hodge
Date of last notice	17 January 2014

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Direct‐ Shares and options
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.
Date of change	31 January 2014
No. of securities held prior to change	Shares- 1,429,206 (Direct- 359,206/ Indirect- 1,070,000)
Class	Fully paid ordinary shares 31 December 2015 options
Number acquired	Share- 333,904 Options-3,000,000
Number disposed	-
Value/Consideration Note: If consideration is non‐cash, provide details and estimated valuation	Satisfaction of outstanding fees and acquisition of 750,000 Bombora Energy shares. Value- $ 14,681
No. of securities held after change	Shares- 1,763,110 (Direct- 443,110/ Indirect- 1,320,000) Options- 3,000,000 31 Dec 2015 options (Direct)

Appendix 3Y Change of Director’s Interest Notice

Nature of change Example: on‐market trade, off‐market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy‐back	Issue for shares resulting from the acquisition by Xstate of Bombora Energy, Issue of shares in lieu of fees and issue of director options- All approved at shareholder meeting on 31 January 2014.

Part 2 – Change of director’s interests in contracts N/A

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract Nature of interest Name of registered holder (if issued securities) Date of change No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Interest acquired Interest disposed Value/Consideration Note: If consideration is non‐cash, provide details and an estimated valuation Interest after change

Part 3 – + Closed period

Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	NO
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If Prior clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

01/01/2011 - Appendix 3Y

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