XSTATE RESOURCES LIMITED — Proxy Solicitation & Information Statement 2025

Nov 9, 2025

ABN 96 009 217 154

10 November 2025

Notice of General Meeting

Dear Shareholder,

Xstate Resources Limited ( Xstate or the Company ) will be holding a General Meeting of shareholders at 10:00am ( AWST ) on 10 December 2025 at Unit 14, 210 Bagot Road, Subiaco WA 6008.

In accordance with section 110D of the Corporations Act 2001 (Cth), the Company will not be dispatching physical copies of the Notice of Meeting ( NoM ) to shareholders unless a shareholder has elected to receive notices of meeting in hard copy pursuant to section 110E, or who otherwise requests a hard copy. Instead, a copy of the NoM can be viewed and downloaded online at the following link:

• www.xstateresources.com/asx announcements/

Should you wish to receive a physical copy of the NoM, please contact the Company Secretary on companysecretary@xstateresources.com.au or via phone to +61 8 9435 3200.

A copy of the proxy form is enclosed in the NoM located at the above link. Proxy votes may be lodged by either of the following methods:

• By mail to PO Box 584, Fremantle, WA 6959; or

• By scan and email to the Company Secretary.

Your proxy voting instruction must be received by 10:00am (AWST) on 8 December 2025, being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after this time will not be valid for the meeting.

The NoM is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser. If you have any difficulties obtaining a copy of the NoM, please contact the Company Secretary.

Regards,

Jordan McArthur

Company Secretary

Xstate Resources Limited Tel Office: +61 8 9435 3200

Email: companysecretary@xstateresources.com.au

Level 1, 31 Cliff Street, Fremantle WA 6160 | Tel + 61 8 9435 3200 | www.xstateresources.com.au

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XSTATE RESOURCES LIMITED

ACN 009 217 154

NOTICE OF GENERAL MEETING

PROXY FORM

AND

EXPLANATORY STATEMENT

Notice is given that the General Meeting will be held at:

TIME: 10:00am (AWST)

DATE: 10 December 2025

PLACE: Unit 14, 210 Bagot Road, Subiaco WA 6008

The business of the Meeting affects your shareholding and your vote is important.

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 5:00pm AWST on 8 December 2025.

BUSINESS OF THE GENERAL MEETING

AGENDA

1. RESOLUTION 1: RATIFICATION OF ISSUE OF TRANCHE 1 PLACEMENT SHARES – LR 7.1

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 37,707,129 fully paid ordinary shares on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.”

A voting exclusion statement applies to this Resolution. Please see below.

2. RESOLUTION 2: APPROVAL TO ISSUE OPTIONS – TRANCHE 1 PLACEMENT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 18,853,564 free-attaching options on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.”

A voting exclusion statement applies to this Resolution. Please see below.

3. RESOLUTION 3: APPROVAL TO ISSUE SHARES AND OPTIONS – TRANCHE 2 PLACEMENT

To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 136,092,826 fully paid ordinary shares and 68,046,413 free-attaching options on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.”

A voting exclusion statement applies to this Resolution. Please see below.

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Voting Exclusion Statements

Resolution 1: Approval to Ratify Tranche 1 Placement Shares	The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who subscribed for shares in the issue, being sophisticated and professional investors known to the Company, including material investors Whead Pty Ltd and Still Capital Pty Ltd, or is an associate of that person or those persons.
Resolution 2: Approval to Issue Options – Tranche 1 Placement	The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company), being sophisticated and professional investors known to the Company, including material investors Whead Pty Ltd and Still Capital Pty Ltd, or is an associate of that person or those persons.
Resolution 3: Approval to Issue Shares and Options – Tranche 2 Placement	The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company), being sophisticated and professional investors known to the Company, including material investors Whead Pty Ltd and Still Capital Pty Ltd or is an associate of that person or those persons.

However, this does not apply to a vote cast if it is cast by:

• (a) a person as a proxy or attorney for a person who is entitled to vote on this Resolution in accordance with the directions given to the proxy or attorney on this Resolution in that way on the Proxy form; or

• (b) it is cast by the Chair of the meeting as proxy for a person who is entitled to vote on this Resolution, in accordance with a direction to the Chair to vote on this Resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of an Excluded Party excluded from voting, on the Resolution; and

• (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

By Order of the Board

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Jordan McArthur Company Secretary

Dated: 10 November 2025

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Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act 2001 , Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who is entitled to cast two (2) or more votes may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two (2) proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act 2001 , each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

You may still attend the meeting and vote in person even if you have appointed a proxy. If you have previously submitted a Proxy Form, your attendance will not revoke your proxy appointment unless you actually vote at the meeting for which the proxy is proposed to be used, in which case, the proxy’s appointment is deemed to be revoked with respect to voting on that resolution.

Please bring your personalised Proxy Form with you as it will help you to register your attendance at the meeting. If you do not bring your Proxy Form with you, you can still attend the meeting, but representatives of the Company will need to verify your identity. You can register from 9:30 am AWST on the day of the meeting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9435 3200.

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in decided whether or not to pass the Resolutions which are the subject of the business of the Meeting.

ASX takes no responsibility for the contents of this notice.

1. RESOLUTIONS 1 – 3: RATIFICATION OF PRIOR ISSUE OF SHARES – TRANCHE 1 PLACEMENT LR 7.1 | APPROVAL TO ISSUE OPTIONS – TRANCHE 1 PLACEMENT | APPROVAL TO ISSUE SHARES AND OPTIONS – TRANCHE 2 PLACEMENT

1.1 General

On 31 October 2025, the Company advised that it was undertaking a two tranche placement to sophisticated and professional investors known to the Company to raise up to $3,823,598 before costs through the issue of 173,799,955 Shares at an issue price of $0.022 per Share, together with one free attaching Option for every two Shares subscribed for and issued, with an exercise price of $0.04 and a 4-year expiry ( Placement ).

The Company intends to apply funds raised from the Placement toward progressing the appraisal and testing program at the Diona-1 well, for further exploration and evaluation activities and for working capital.

On 10 November 2025, the Company issued 37,707,129 fully paid ordinary shares ( Tranche 1 Shares ) at $0.022 each to professional and sophisticated investors to raise $829,556 (before costs).

The Tranche 1 Shares were issued pursuant to the Company’s Listing Rule 7.1 capacity. The 18,853,564 free-attaching Options to be issued are subject to Shareholder approval, the subject of Resolution 2.

The Company intends to issue a further 136,092,826 fully paid ordinary shares and 68,046,413 free-attaching Options ( Tranche 2 Securities ) for consideration of $0.022 per Share to raise $2,994,042 (before costs) subject to shareholder approval.

The Company will pay a fee of 6% on funds raised by brokers who participated or facilitated with the raise. The amount to be paid to brokers will be approximately $167,000 across the two-tranche raising.

Resolution 1 of this Notice seeks Shareholder approval to ratify the issue of the Tranche 1 Shares from the Company’s Listing Rule 7.1 capacity.

Resolution 2 of this Notice seeks Shareholder approval to issue free-attaching Options associated with the Tranche 1 placement of Shares.

Resolution 3 of this Notice seeks Shareholder approval to issue the Tranche 2 Securities.

1.2 Technical Information required by Listing Rule 14.1A

ASX Listing Rule 7.1 provides that the Company must not issue or agree to issue, subject to specific exceptions, more equity securities during any 12-month period than an amount which, when aggregated with the number of other securities issued within that 12-month period, represents 15% of the number of ordinary shares on issue at the commencement of that 12-month period, unless the issue falls within one of the nominated exceptions, or the prior approval of members of the Company at a general meeting is obtained.

ASX Listing Rule 7.4 allows the Shareholders of a listed company to approve an issue of equity securities after it has been made made pursuant to ASX Listing Rule 7.1 (and provided the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with Shareholder approval for the purposes of ASX Listing Rule 7.1.

While the Shares described in Resolution 1 have been issued within the 15% limit, the Company’ seeks Shareholder ratification of the issue of these Shares for the purpose of Listing Rule 7.4 so that the Company may retain the flexibility to issue equity securities in the future, up to the 15% placement capacity set out in

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ASX Listing Rule 7.1, without the requirement to obtain prior Shareholder approval, should the need or opportunity arise.

The Company further seeks Shareholder approval to issue the Shares and Options identified in Resolutions 2 and 3 for the purposes of Listing Rule 7.1.

If Resolution 1 is passed, the issue of Tranche 1 Shares will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without shareholder approval over the 12-month period following the issue date.

If Resolution 1 is not passed, the issue of Tranche 1 Shares will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12-month period following the issue date.

If Resolution 2 is passed, the Company will be able to issue the free-attaching Options to applicants of the Tranche 1 placement, and the issue will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 2 is not passed, the Company will be unable to issue the free-attaching Options to recipients of the Tranche 1 placement Shares.

If Resolution 3 is passed, the Company will be able to issue the Tranche 2 Securities to sophisticated and professional investors, and the issue will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 3 is not passed, the Company will not be able to issue the Tranche 2 Securities to sophisticated and professional investors, and the Company will not receive the additional $2,994,042 from the Tranche 2 Placement and will need to consider alternatives to fund its 51% share of the Diona-1 well appraisal and testing program.

1.3 Technical information required for Resolution 1

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 1:

• (a) the total number of Shares issued by the Company was 37,707,129 under Listing Rule 7.1;

• (b) the issue price was $0.022 per Share;

• (c) the Shares were issued on 10 November 2025;

• (d) the Shares issued were all fully paid ordinary shares in the capital of the Company, issued on the same terms and conditions as the Company’s existing shares;

• (e) the Shares were issued to professional and sophisticated investors, none of whom, except as detailed below, are related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisors of the Company or any associate of these parties, and issued more than 1% of the issued capital of the Company. The Company identifies one investor that is required to be disclosed under ASX Listing Rules as being an investor whose identity is likely to be material to a decision by security holders to approve the issue. Information about this investor is detailed as follows:

• i. Whead Pty Ltd ( Whead ) and Still Capital Pty Ltd ( Still Capital ) were collectively issued 4,255,968 shares in the Tranche 1 Placement (representing approximately 1.69% of the issued Shares of the Company prior to the issue of Tranche 1 Shares). Whead and Still Capital are related party entities of Mr Christopher Whitehead ( Mr Whitehead ). Mr Whitehead’s participation (via Whead and Still Capital) in Tranche 1 of the Placement has resulted in Mr Whitehead holding a 4.99% voting power in Xstate. If Shareholders approve Resolution 3, Whead and Still Capital will collectively be issued 15,357,669 Tranche 2 Shares and 7,678,835 Tranche 2 Options, taking Mr Whitehead’s voting power in the Company on a post Placement basis to 7.00%.

• (f) the Shares were not issued as part of an agreement; and

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• (g) the purpose of the issue was to raise capital, with the funds raised to be utilised for progressing the Company’s appraisal and testing program at the Diona-1 well, for exploration and evaluation activities and for working capital purposes.

1.4 Technical information required for Resolution 2

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 2:

• (a) the maximum number of Options to be issued is 18,853,564;

• (b) the Options will be exercisable at $0.04 each, with an expiry date 4 years from date of issuance, on terms and conditions as reflected in Appendix 1 to this Notice;

• (c) the Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);

• (d) the Options will be issued free-attaching to professional and sophisticated investors who received Shares under Tranche 1, the subject of Resolution 1 above. It is noted that a material investor has been identified in section 1.3 above that will be receiving options on a 1:2 basis under Resolution 2. Mr Whitehead would receive 2,127,984 free-attaching Options should this Resolution 2 be passed;

• (e) the Options will be issued for nil consideration as free-attaching to the Shares issued to investors in Tranche 1 of the Placement. As such no funds will be raised; and

• (f) the securities are not being issued as part of an agreement.

1.5 Technical information required for Resolution 3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 3:

• (a) the maximum number of Shares to be issued is 136,092,826;

• (b) the maximum number of free-attaching Options to be issued is 68,046,413;

• (c) the Shares will be issued at $0.022 each;

• (d) the Options will be exercisable at $0.04 each, with an expiry date 4 years from date of issuance, on terms and conditions as reflected in Appendix 1 to this Notice;

• (e) the Options will be issued for nil consideration as free-attaching to the Shares applied for by investors in the Tranche 2 Placement;

• (f) the Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);

• (g) the Shares and Options will be issued to professional and sophisticated investors, none of whom, except as detailed below, are related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisors of the Company or any associate of these parties, and issued more than 1% of the issued capital of the Company. The Company identifies one investor that is required to be disclosed under ASX Listing Rules as being an investor whose identity is likely to be material to a decision by security holders to approve the issue. Information about this investor is detailed as follows:

• i. As noted in section 1.3, if Shareholders approve Resolution 3, Mr Whitehead will be issued 15,357,669 Shares (being 5.31% of the Company’s current issued Shares) and 7,678,835 freeattaching Options in the Tranche 2 Placement, taking Mr Whitehead’s voting power on a post Placement basis (via Whead and Still Capital) to 7.00%.

• (h) the securities are not being issued as part of an agreement; and

• (h) the purpose of the issue of the Shares is to raise capital, with the funds raised to be utilised for progressing the Company’s appraisal and testing program at the Diona-1 well, for exploration and evaluation activities and for working capital purposes.

The Board recommends that Shareholders vote in favour of these Resolutions 1 - 3.

1.6 Board Recommendation

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GLOSSARY

$ means Australian dollars.

ASX means ASX Limited (ACN 008 624 691) or the Australian Securities Exchange, as the context requires.

AWST means Australian Western Standard Time (Perth, Western Australia).

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company means Xstate Resources Limited (ACN 009 217 154).

Directors means the current Directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Listing Rules means the Listing Rules of ASX.

Meeting means the meeting convened by this Notice.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

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CERTIFICATE OF APPOINTMENT OF CORPORATE REPRESENTATIVE

Shareholder Details

This is to certify that by a resolution of the directors of:

………………………………………………………………………….…….….……….......................………………………………( Company ), Insert name of Shareholder Company

the Company has appointed:

………………….…………………………………………………………………….…………………..……………………………………………………, Insert name of corporate representative

in accordance with the provisions of section 250D of the Corporations Act 2001, to act as the body corporate representative of that Company at a General Meeting of the members of Xstate Resources Limited to be held on 10 December 2025 commencing at 10:00 am (AWST) and at any adjournments of that general meeting.

DATED ……………………………………………………….

Please sign here

Executed by the Company ) in accordance with its constituent documents )

............................................….………….….…… .................................................…………………….... Signed by authorised representative Signed by authorised representative ............................................................……...….. .................................................………………….…... Name of authorised representative (print) Name of authorised representative (print) .....................................................…….…..….. ............................................….………………..…….. Position of authorised representative (print) Position of authorised representative (print)

Instructions for Completion

• Insert name of appointing Shareholder Company and the name or position of the appointee corporate representative (eg “John Smith” or “each director of the Company”).

• Execute the Certificate following the procedure required by your Constitution or other constituent documents.

• Print the name and position (eg director) of each authorised company officer who signs this Certificate on behalf of the Company.

• Insert the date of execution where indicated.

• Prior to the Meeting, send or deliver the Certificate to Level 1, 31 Cliff Street, Fremantle, Perth, WA, 6160 or email the Certificate to the Company Secretary at

• companysecretary@xstateresources.com.au

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XSTATE RESOURCES LIMITED

ACN 009 217 154

SCHEDULE 1

UNLISTED OPTION TERMS AND CONDITIONS

The material terms and conditions of the free-attaching Options are as follows:

• (a) The Options are unlisted.

• (b) The Options will be issued with an exercise price of $0.04 each (“ Exercise Price ”):

• (c) The Options are exercisable at any time on or before the date 48 months following issue (“ Expiry Date ”).

• (d) The Options have no vesting conditions.

• (e) The Options are not transferable.

• (f) Each Option exercised will entitle the holder to one Share in the capital of the Company.

• (g) Options may be exercised by the holder completing and forwarding to the Company a Notice of Exercise in a form approved by the Company and payment of the Exercise Price for each Option being exercised prior to the Expiry Date.

• (h) The Options do not confer voting rights upon the holder. Voting rights are received upon conversion of the Options into Shares.

• (i) All Shares issued upon exercise of the Options will rank pari passu in all respects with the Company’s then existing Shares.

• (j) Shares issued pursuant to the exercise of Options will be issued not more than 5 business days after the receipt of a properly executed Notice of Exercise and payment for the Exercise Price of each Option being exercised. The Company will apply for official quotation on ASX of Shares issued pursuant to the exercise of Options, subject to the Company being listed on the ASX at that time.

• (k) The holder of Options cannot participate in new issues of securities to holders of Shares unless the Options have been exercised and the Shares have been issued and registered in respect of the Options before the record date for determining entitlements to the issue. The Company must give notice to the holder of the Options of any new issue before the record date for determining entitlements to the issue in accordance with the ASX Listing Rules. Options can only be exercised in accordance with these terms and conditions.

• (l) If the Company makes a bonus issue of Shares to existing shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment), then the number of Shares or other securities for which the holder of the Options is entitled to subscribe on exercise of the Options is increased by the number of Shares or other securities that the holder of the Options would have received if the Options had been exercised before the record date for the bonus issue. No change will be made to the Exercise Price.

• (m) If the Company makes a pro-rata issue of Shares to existing shareholders (except a bonus issue), the Exercise Price of an Option will be reduced according to the following formula:

E [P – (S + D)]

New Exercise Price = O -

N + 1

• O = the old Exercise Price of the Option

• E = the number of underlying Shares into which one option is exercisable

• P = volume weighted average market price (as defined by ASX LRs) per share during the 5 trading days ending on the day before the ex rights date or ex entitlements date.

• S = the subscription price of a Share under the pro rata issue.

• D = the dividend due but not yet paid on the existing underlying Shares (except those issued under the pro rata issue.

• N = the number of Shares with rights or entitlements that must be held to receive a right to one new Share.

• (n) If at any time the capital of the Company is reorganised, all rights of an Option holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.

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PROXY FORM XSTATE RESOURCES LIMITED

ACN 009 217 154

GENERAL MEETING

I/We

of (Address):

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being a Member of Xstate Resources Limited entitled to attend and vote at the General Meeting, hereby appoint:

Name:

Name of proxy ( Please note : Leave blank if you have selected the Chair of the General Meeting as your proxy.)

OR the Chair of the General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the General Meeting to be held at 10:00 am (AWST) on 10 December 2025 at Unit 14, 210 Bagot Road, Subiaco, Western Australia 6008, and at any adjournment of that meeting.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. In exceptional circumstances, the Chair of the Meeting may change their voting intention on any resolution, in which case an ASX announcement will be made immediately disclosing the reasons for the change.

Voting on Business of the General Meeting FOR AGAINST ABSTAIN Resolution 1: Ratification of Issue of Tranche 1 Shares – LR 7.1 Resolution 2: Approval to Issue Tranche 1 Options Resolution 3: Approval to Issue Tranche 2 Shares and Options

If two proxies are being appointed, the proportion of voting rights this proxy represents is ____%.

Signature of Member(s) _______ Date: __ Individual or Member 1 Member 2 Member 3 Sole Director / Company Secretary Director Director / Company Secretary

Contact Name: _____ Contact Ph (daytime):____

Date: _______

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Instructions for completing Proxy Form

1. ( Appointing a proxy ): A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote on their behalf at the Meeting. If a Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and vote on their behalf at the Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the proportion or number of the Shareholder’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a Shareholder.

2.

( Direction to vote ): A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the proportion or number of votes that the proxy may exercise by writing the percentage or number of Shares next to the box marked for the relevant item of business. Where a box is not marked the proxy may vote as they choose subject to the relevant laws. Where more than one box is marked on an item the vote will be invalid on that item.

3. ( Signing instructions ):

• ( Individual ): Where the holding is in one name, the Shareholder must sign.

• ( Joint holding ): Where the holding is in more than one name, all of the Shareholders should sign.

• ( Power of attorney ): If you have not already provided the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Form when you return it.

• ( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held. In addition, if a representative of a company is appointed pursuant to Section 250D of the Corporations Act to attend the Meeting, the documentation evidencing such appointment should be produced prior to admission to the Meeting. A form of a certificate evidencing the appointment may be obtained from the Company.

• ( Attending the Meeting ): Completion of a Proxy Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.

• ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• In person to Level 1, 31 Cliff St, Fremantle, WA, 6160.

• By mail to PO Box 584, Fremantle, WA, 6959 or

• By scan and email to the Company Secretary at companysecretary@xstateresources.com.au

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy Forms received later than this time will be invalid.

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