Xceed Resources Ltd : Director interest and substantial shareholder notices

19 September 2013

Change in Director Interest and Substantial Shareholder Notices

Please find attached a change in director interest notice and notices of changes in substantial shareholdings in relation to the sale of a parcel of shares by Daleglen Holdings Pty Ltd (Daleglen), a company associated with Mr Ian Culbert, Managing Director of Xceed Resources Limited (Xceed or Company).

Mr Culbert has advised the Company that he has sold these shares by way of an off- market sale. Daleglen remains the largest shareholder in the Company.

Daleglen has sold the shares to Maberley Holdings Pty Ltd (Maberley), one of the parties listed in the joint announcement by Xceed and Keaton Energy Holdings Limited (Keaton) on 26 August 2013 as having executed a voting intention statement undertaking to vote in favour of the Scheme at the Scheme Meeting.

Maberley has provided a modified voting intention statement to the Company which now includes the shares acquired from Daleglen, and serves as an undertaking to vote in favour of the Scheme at the Scheme Meeting, in the absence of a competing superior proposal, and on condition that RSM Bird Cameron, the Independent Expert appointed by the Company to advise shareholders, concludes that the Keaton offer is in the best interests of shareholders.

Accordingly, the level of pre-bid acceptances in relation to the Keaton offer remains unchanged at 57%.

For further information regarding the Company, please contact the Company on +61 8

9226 0329 or refer to www.xceedresources.com.au

Fiona Muir

Company Secretary

Appendix 3Y

Change of Director's Interest Notice

Appendix 3Y Change of Director's Interest Notice

Rule 3.19A.2

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 30/09/01 Amended 01/01/11

Name of entity Xceed Resources Limited

ABN 79 009 181 006

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	Ian Culbert
Date of last notice	13 June 2013

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	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Daleglen Holdings Pty Ltd
Date of change	18 September 2013
No. of securities held prior to change	37,500,000 ordinary shares
Class	Ordinary
Number acquired	Nil
Number disposed	10,000,000 ordinary shares
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$1,400,000

+ See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y

Change of Director's Interest Notice

No. of securities held after change	Daleglen Holdings Pty Ltd 27,500,000 ordinary shares
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Off market sale

Part 2 - Change of director's interests in contracts

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	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A
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	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

+ See chapter 19 for defined terms.

Appendix 3Y Page 2 01/01/2011

Part 3 - +Closed period

Appendix 3Y

Change of Director's Interest Notice

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 written clearance was provided, on what date was this provided?	N/A

+ See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

Form 604

604 Page 1 of 2 15July 2001

Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

ToCompany Name/Scheme Xceed Resources Ltd

ACN/ARSN 009 181 006

1. Details of substantial holder (1)

Name Daleglen Holdings Pty Ltd

ACN/ARSN(if applicable) ACN 066 807 403

There was a change in the interests of the substantial holder on
The previous notice was given to the company on
The previous notice was dated

18/09/2013

13/06/2013

13/06/2013

2. Previous and present voting power

The total number of votes attached to ali the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice	Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Ordinary	37,500,000	26.69%	27,500,000	19.57%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest chanQed	Nature of change (6)	Consideration given in relation to change	Class and number of securities	Person's votes affected
Date of change	Person whose relevant interest chanQed	Nature of change (6)	(7) affected	Person's votes affected
18/09/2013	Daleglen Holdings Pty Ltd	Off market sale of 10,000,000 ordinary shares	$1,400,000	10,000,000 Ordinary	10,000,000 Ordinary

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Ho!der of relevant interest	Registered ho!der of securitles	Person entitled to be registered as holder (Bl	Nature of relevant interest(6)	Class and number of securities	Person's votes
Daleglen Holdings Pty Ltd	Daleglen Holdings Pty Ltd			27,500,000 ordinary shares	19.57%

5. Changes in association

604 Page 2 of 2 15 July 2001

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as fol!ows:
Name and ACN/ARSN (if applicable) Nature of association

.

6. Addresses
The addresses of persons named in thiS form are as follows:

Name	Address
Daleglen Holding·s Pty Ltd	54 Chandler Avenue west, Floreat, WA 6014

Signature

print name capa city Director

sign here date 18/09/2013

( .

DIRECTIONS
(1) lf there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. lf the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
(2) See the definition of "associate" in section 9 of the Corporations Act 2001.
(3) See the definitian of "relevant interest" in sections 608 and 671 8(7) of the Corporations Act 2001. (4) The voting shares of a company constitute one class unless divided into separate classes.
(5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
(6) Include details of:
(a} any relevant agreement or other circumstances because of which the change in relevant interest occurred. lf subsection 6718(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement: and
(b) any qualification of the power of a person to exercise, contrai the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies}.
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
(7) Details ofthe consideration must include any andali benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional an the happening or not of a contingency. Details must be included of any benefit paid an behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
(8) lf the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown". (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Form 604

604 Page 1 of 2 15July 2001

Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

ToCompany Name/Scheme Xceed Resources Ltd

ACN/ARSN 009 181 006

1. Details of substantial holder (1)

Name Maberley Holdings Pty Ltd

ACN/ARSN (if applicable) ACN 069 710 792

There was a change in the interests of the substantial holder on

The previous notice was given to the company on

The previous notice was dated

2. Previous and present voting power

18/09/2013

13/06/2013

13/06/2013

The total number of votes attached to ali the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities(4)	Previous notice	Present notice
	Person's votes	Voting power(5)	Person's votes	Voting power(5)
Ordinary	15,000,000	10.68%	25,000,000	17.79%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities ofthe company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change(6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
18/09/2013	Maberley Holdings Pty Ltd	Purchase of 10,000,000 ordinary shares	$1,400,000	10,000,000 Ordinary	10,000,000 Ordinary

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest(6)	Class and number of securities	Person's votes
Maberley Holdings Pty Ltd	Maberley Holdings Pty Ltd			25,000,000 ordinary shares	17.79%

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

6. Addresses

The addresses of persons named in this fonm are as follows:

604 Page 2 of 2 15 July 2001

Name	Address
Maberley Holdings Pty Ltd	17/127 Herdsman Parade, Wembley, WA 6014

Signature

print name

Wil1i$capacity Director

sign here d e 18 / 09 / 2013

DIRECTIONS

(1) lf there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the fonm. lf the relevant interests of a group of persons are essentially similar, they may be referred to throughout the fonm as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the fonm.

(2) See the definition of "associate" in section 9 of the Corporations Act 2001 .

(3) See the definition of "relevant interest" in sections 608 and 6718(7) of the Corporations Act 2001.

(4) The voting shares of a company constitute one class unless divided into separate classes.

(5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

(6) Include details of:

(a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. lf subsection 6718(4) applies, a copy of any document setting out the tenms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this fonm, together with a written statement certifying this contract, scheme or arrangement; and

(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualificatìon applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001 .

(7) Details of the consideration must include any and ali benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf ofthe substantial holder or its associate in relation to the acquisitions, even ifthey are not paid directly to the person from whom the relevant interest was acquired.

(8) lfthe substantial holder is unable to detenmine the identity ofthe person (eg. if the relevant interest arises because of an option) write "unknown". (9) Give details, if appropriate, ofthe present association and any change in that association since the last substantial holding notice.