This Summary Circular is important and requires your immediate attentionThe definitions and interpretations commencing on page 5 of this Summary Circular apply, mutatis mutandis, throughout this Summary Circular including this cover page.

If you are in any doubt as to what action you should take arising from this Summary Circular, please consult your CSDP, broker, banker, attorney, accountant or other professional advisor immediately.

If you have disposed of all of your Keaton Shares, please forward this Summary Circular to the purchaser of such Keaton Shares or to the broker, CSDP, banker, attorney, or other agent through whom the disposal was effected.

Action required

Keaton Shareholders are referred to page 3 of this Summary Circular, which sets out the action required by them.

(Incorporated in the Republic of South Africa)(Registration number. 2006/011090/06)Share code: KEH ISIN: ZAE000117420

summary CirCular to Keaton shareholdersregarding:

• the proposed acquisition of the entire issued share capital of Xceed by way of the Scheme in accordance with Part 5.1 of the Australian Corporations Act; and

• the Specific Issue of 32 647 838 New Keaton Shares for cash to Plusbay, a material shareholder of Keaton and a Related Party in terms of the Listings Requirements;

and incorporating:

• a notice convening a General Meeting of Keaton Shareholders; and

• a form of proxy (blue) for use by Certificated and own-name Dematerialised Keaton Shareholders in respect of the General Meeting of Keaton Shareholders.

THIS SUMMARY CIRCULAR IS ONLY A SUMMARY OF THE INFORMATION IN THE CIRCULAR AND DOES NOT CONTAIN FULL OR COMPLETE DETAILS. THE CIRCULAR CAN BE ACCESSED ON KEATON’S WEBSITE: WWW.KEATONENERGY.CO.ZA FROM FRIDAY, 20 DECEMBER 2013.

Joint Financial Advisors Legal Advisor in Australia Legal Advisor in South Africa

Investment Bank and SponsorIndependent Reporting Accountants to Keaton

Independent Reporting Accountants in relation to Xceed

Independent Expert Joint Competent PersonsTax and Exchange Control

Advisors to Keaton

Date of issue: 20 December 2013

CorPorate inFormation and adVisors

The definitions commencing on page 5 of this Summary Circular apply, mutatis mutandis, to this corporate information and advisors section:

Company secretary and Registered Office Transfer Secretaries

Michelle Louise TaylorGround Floor, Eland HouseThe Braes3 Eaton AvenueBryanston2191(Postnet Suite 464, Private Bag X51, Bryanston, 2021)

Computershare Investor Services Proprietary Limited(Registration number 2004/003647/07)Ground Floor70 Marshall StreetJohannesburg2001(PO Box 61051, Marshalltown, 2107)

Joint Financial Advisor Joint Financial Advisor

Qinisele Resources Proprietary Limited(Registration number 1997/022049/07)13th Floor, The Forum at Sandton Square2 Maude StreetSandton2196(PO Box 2345, Northriding, 2162)

Ceres Capital International Limited(Registration number 2444114)1st Floor24/25 New Bond StreetMayfairLondonW1S 2RR

Independent Reporting Accountants to Keaton Independent Reporting Accountants in relation to Xceed

KPMG Incorporated(Registration number 1999/012876/07)KPMG Forum1226 Francis Baard StreetHatfieldPretoria0083(PO Box 11265, Hatfield, 0028)

Moore Stephens FFRS Incorporated(Registration number 2006/018138/21)No. 6 Lakeside PlaceKleinfontein LakeBenoni1501(PO Box 663, Benoni, 1500)

Independent Expert Legal Advisor in South Africa

BDO Corporate Finance(Registration number 1983/002903/07)22 Wellington RoadParktown2193(Private Bag X60500, Houghton, 2041)

Norton Rose FulbrightIncorporated as Deneys Reitz Inc. (Registration number 1984/003385/21)15 Alice LaneSandton2196(PO Box 784903, Sandton, 2196)

Legal Advisor in Australia Investment Bank and Sponsor

Ashurst AustraliaLevel 32, Exchange Plaza2 The EsplanadePerthWestern Australia6001(GPO Box 9938, Perth, WA, 6848)

Nedbank Capital, a division of Nedbank Limited(Registration number 1951/000009/06)135 Rivonia RoadSandown2196(PO Box 1144, Johannesburg, 2000)

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Joint Competent Person Joint Competent Person

Venmyn Deloitte Proprietary Limited(Registration number 1988/004918/07)Deloitte Place, The Woodlands20 Woodlands DriveWoodmeadSandton2191(Private Bag X6, Gallo Manor, 2052)

Gemecs Proprietary Limited(Registration number 79/04409/07)Visiomed Office ParkUnit 16, Building 5269 Beyers Naude DriveBlackheath Ext. 12195(PO Box 652252, Benmore, 2010)

Registered address of Xceed Tax and Exchange Control Advisors to Keaton

Level 9105 St George’s TerracePerthWestern Australia6000(GPO Box 2575, Perth, WA, 6001)

Webber Wentzel10 Fricker Road, Illovo BoulevardJohannesburg 2196(PO Box 61771, Marshalltown, 2107)

Keaton Xceed

Date of incorporation: 10 April 2006Place of incorporation: Johannesburg

Date of incorporation: 9 June 1986Place of incorporation: Western Australia

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TABLE OF CONTENTS

The definitions and interpretations commencing on page 5 of this Summary Circular apply, mutatis mutandis, to the following table of contents:

Page

CORPORATE INFORMATION AND ADVISORS Inside front cover

ACTION REQUIRED BY KEATON SHAREHOLDERS 3

SALIENT DATES AND TIMES 4

DEFINITIONS AND INTERPRETATIONS 5

SUMMARY CIRCULAR TO KEATON SHAREHOLDERS

1. Introduction 13

2. The Transaction 14

3. The Specific Issue 16

4. The Off-take 17

5. Conditions Precedent 17

6. Pro Forma Financial Information and effects 20

7. Further information relating to Xceed 21

8. Statement as to working capital 22

9. Application for listing 22

10. Opinion and recommendations 22

11. Consents 22

12. General Meeting 23

ANNEXURE 1 VENMYN DELOITTE COVERING LETTER 24

Notice of General Meeting of Keaton Shareholders 29

Form of proxy (blue) Attached

3

ACTION REQUIRED BY KEATON SHAREHOLDERS

The definitions and interpretations commencing on page 5 of this Summary Circular apply, mutatis mutandis, to this action required by Keaton Shareholders section.

Please take careful note of the following provisions regarding the actions required by Keaton Shareholders:

• This Summary Circular contains information relating to the Transaction and the Specific Issue. You should read this Summary Circular carefully and decide how you wish to vote on the Resolutions to be proposed at the General Meeting.

• The General Meeting, convened in terms of the notice incorporated in this Summary Circular, will be held at the Vermillion Room, Wanderers Building, The Campus, 57 Sloane Street, Bryanston on Thursday, 23 January 2014, commencing at 10:00.

• If you are in any doubt as to what action to take, please consult your broker, CSDP, banker, attorney, accountant, or other professional advisor immediately.

1. If you have disposed of all of your Keaton Shares

You should forward this Summary Circular to the purchaser of such Keaton Shares or to the broker, CSDP, banker, attorney, or other agent through whom the disposal was effected.

2. If you hold Certificated Keaton Shares

You are entitled to attend in person, or be represented by proxy, at the General Meeting.

If you are unable to attend the General Meeting, but wish to be represented thereat, you must complete and return the attached form of proxy (blue), in accordance with the instructions contained therein, to be received by the Transfer Secretaries by no later than 10:00 on Tuesday, 21 January 2014.

3. If you hold Dematerialised Keaton Shares

3.1 Own-name registration

You are entitled to attend in person, or be represented by proxy, at the General Meeting.

If you are unable to attend the General Meeting, but wish to be represented thereat, you must complete and return the attached form of proxy (blue), in accordance with the instructions contained therein, to be received by the Transfer Secretaries by no later than 10:00 on Tuesday, 21 January 2014.

Other than own-name registration

Your CSDP or broker should contact you to ascertain how you wish to cast your vote at the General Meeting, and thereafter cast your vote in accordance with your instructions. You should communicate such instructions to your CSDP or broker timeously, as your CSDP or broker has to communicate these instructions to the Transfer Secretaries by no later than 10:00 on Tuesday, 21 January 2014.

If your CSDP or broker does not contact you, you are advised to contact your CSDP or broker and furnish them with your voting instructions. If your CSDP or broker does not obtain instructions from you, they will be obliged to act in terms of your mandate furnished to them.

You are entitled to attend in person, or be represented by proxy, at the General Meeting. If you wish to attend or be represented at the General Meeting, you must obtain the necessary letter of representation from your CSDP or broker to enable you to attend or to be represented at the General Meeting. You must not complete the attached form of proxy (blue).

Keaton does not accept responsibility and will not be held liable for any failure on the part of the CSDP of a Dematerialised Keaton Shareholder to notify such Keaton Shareholder of the General Meeting or any business to be conducted at the General Meeting.

4

SALIENT DATES AND TIMES

The definitions and interpretations commencing on page 5 of this Summary Circular apply, mutatis mutandis, to this salient dates and times section:

Summary Circular and notice of General Meeting posted to Keaton Shareholders on Friday, 20 December 2013

Last day to trade in order to be eligible to vote at the General Meeting Friday, 10 January 2014

Record date for voting at the General Meeting Friday, 17 January 2014

Forms of proxy for the General Meeting to be received by 10:00 on Tuesday, 21 January 2014

General Meeting to be held at 10:00 on Thursday, 23 January 2014

Release of results of the General Meeting on SENS on Thursday, 23 January 2014

Publication of results of the General Meeting in the press on Friday, 24 January 2014

Xceed Scheme Meeting to be held at 11:00 on1 Monday, 3 February 2014

Listing of the New Keaton Shares expected on Friday, 7 February 2014

Xceed Scheme Implementation Date1 Wednesday, 19 February 2014

Notes:

1. Australian dates and times, all other dates and times are South African dates and times.

2. The above dates and times are subject to amendment. Any such amendment will be released on SENS and, if required by the Listings Requirements, published in the South African press.

3. This Summary Circular and the Circular are available in English only and will be available on the Company’s website: www.keatonenergy.co.za from Friday, 20 December 2013.

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DEFINITIONS AND INTERPRETATIONS

In this Summary Circular, unless otherwise stated or the context otherwise indicates, the words in the first column below shall have the meaning stated opposite them in the second column, reference to the singular shall include the plural and vice versa, words denoting one gender shall include the other genders, and an expression denoting natural persons shall include juristic persons and associations of persons. Unless otherwise specified all referenced legislation, governmental bodies and regulators refer to South African legislation, governmental bodies and regulators:

“Agreed Coal Price” the agreed base price (subject to any adjustment pursuant to the Off-take Agreement) in respect of the Agreed Tonnage per metric ton of Coal FOB one safe port/one safe berth at RBCT, as set out below in respect of each calendar year (or part thereof) until the expiry of the Delivery Period:

– for 2015: US$ 60.50 per metric ton basis 5 650 Kcal/Kg NAR;

– for 2016: US$ 61.50 per metric ton basis 5 650 Kcal/Kg NAR;

“Agreed Prepayment Amount” US$4 000 000, the agreed prepayment amount payable by Gunvor SA to Keaton as part of the Off-take and as contemplated in the Off-take Agreement;

“Agreed Tonnage” 600 000 metric tonnes (the total tonnage of coal required to be delivered by Keaton to Gunvor SA pursuant to the Off-take Agreement);

“Ashurst” or “Legal Advisor in Australia” Ashurst Australia, a general partnership constituted under the laws of the Australian Capital Territory and part of the Ashurst group (and the legal advisor to Keaton in Australia);

“ASIC” Australian Securities and Investments Commission;

“ASX” Australian Securities Exchange Limited (Australian Business Number: 83 000 943 377), a public company incorporated and registered in Australia, licensed as an exchange under the Australian Corporations Act;

“Australia” Commonwealth of Australia;

“Australian cent” Australian cent, being one-hundredth of an Australian Dollar;

“Australian Corporations Act” the Corporations Act 2001 (Cth), as amended;

“Australian Dollar” or “AU$” Australian dollar, the official currency of Australia;

“Bankfontein” the Bankfontein project situated on the farm Bankfontein 215 IS in the Mpumalanga Province of South Africa;

“BDO” or “Independent Expert” BDO Corporate Finance Proprietary Limited (registration number 1983/002903/07), a private company incorporated and registered in South Africa and the independent expert to Keaton;

“BEE” Broad-Based Black Economic Empowerment in South Africa pursuant to the provisions of the South African Broad-Based Black Economic Empowerment Act, 2003, and the Codes of Good Practice on Black Economic Empowerment published under such Act, any sector specific empowerment initiative or the MPRDA;

“Board of Directors”, or “Board” or “Directors”

the board of directors of Keaton whose names are reflected on page 13 of this Summary Circular;

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“Braakfontein” the Braakfontein project, located 10km east-southeast of the town of Newcastle in the KwaZulu-Natal Province of South Africa;

“Business Day” business day as defined in the Scheme Implementation Deed;

“Capex” capital expenditure;

“Category 1 Transaction” a transaction categorised as a category one transaction in terms of Section 9 of the Listings Requirements;

“Ceres Capital” or “Joint Financial Advisor” Ceres Capital International Limited (registration number 2444114), a private company incorporated and registered in the United Kingdom and joint financial advisor to Keaton;

“Certificated Keaton Shareholders” Keaton Shareholder(s) who hold Certificated Keaton Shares;

“Certificated Keaton Shares” Keaton Shares, represented by a share certificate or other document(s) of title, which are not dematerialised;

“Circular” the full circular, dated 20 December 2013, including all annexures, the notice of General Meeting and the form of proxy (blue) attached thereto;

“Competition Act” the Competition Act, No. 89 of 1998, as amended;

“Competition Authorities” the applicable competition authorities in terms of the Competition Act;

“Computershare” or “Transfer Secretaries” Computershare Investor Services Proprietary Limited (registration number 2004/003647/07), a private company incorporated and registered in South Africa and the transfer secretaries to Keaton;

“Conditions Precedent” the conditions precedent as summarised in paragraph 5 of this Summary Circular, and set out in full in clause 3 of the Scheme Implementation Deed (as amended in the Scheme Amendment Deed) and clause 2 of the Subscription Agreement;

“Court” the Federal Court of Australia;

“Competent Persons’ Report” or “CPR” independent competent persons’ reports compiled in accordance with the Listings Requirements, dated 16 July 2013;

“CSDP” a central securities depository participant, appointed by individual Keaton Shareholder(s) for the purpose of, and in regard to, Dematerialisation in terms of the Financial Markets Act;

“Delivery Period” a period of 22 months commencing on 1 January 2015 to 31 October 2016;

“Dematerialised” the process whereby physical share certificates are replaced with electronic records evidencing ownership of shares for the purpose of the Strate system, being “uncertificated securities” as defined in the Companies Act;

“Dematerialised Keaton Shares” Keaton Shares that have been Dematerialised through a CSDP or broker and are held on a sub-register of shareholders administered by CSDPs in electronic form;

“Dematerialised Keaton Shareholders” Keaton Shareholder(s) who have replaced paper share certificates or other documents of title with electronic records for purposes of Strate;

“DMR” the South African Department of Mineral Resources (formerly the Department of Minerals and Energy);

“DTI” the South African Department of Trade and Industry;

7

“DWA” the South African Department of Water Affairs;

“EBITDA” earnings before interest, taxes, depreciation and amortisation;

“Effective Date” the date on which the Scheme becomes effective;

“EIA” environmental impact assessment, prepared in accordance with the National Environmental Management Act, No. 107 of 1998, as amended;

“Eskom” Eskom Holdings SOC Limited (registration number 2002/015527/06), a State-owned enterprise incorporated and registered in South Africa;

“Exxaro” Exxaro Resources Limited (registration number 2000/011076/06), a public company incorporated and registered in South Africa and listed on the JSE;

“Financial Markets Act” the Financial Markets Act, No. 19 of 2012, as amended;

“FOB” free on board as defined in INCOTERMS 2012;

“Focus Coal Investments” Focus Coal Investments Proprietary Limited (Australian Companies Number: 140 005 670), a proprietary company incorporated and registered in Australia and a wholly-owned subsidiary of Xceed;

“Founding Shareholders” Dan Lucas Sikhosana, Anna Percy Sikhosana and Mbabazini Esther Dhladhla;

“Gemecs” or “Joint Competent Person” Gemecs Proprietary Limited (registration number 79/04409/07), a private company incorporated and registered in South Africa and the provider of the SAMREC-compliant CPRs;

“General Meeting” the general meeting of Keaton Shareholders to be held at the Vermillion Room, Wanderers Building, The Campus, 57 Sloane Street, Bryanston on Thursday, 23 January 2014 at 10:00 to consider and, if deemed appropriate, pass the Resolutions;

“Government” the Government of South Africa;

“GST” Goods and Services Tax as levied from time to time in terms of A New Tax System (Goods and Services Tax) Act of 1999 of Australia;

“GTIS” gross tonnes in-situ;

“Gunvor” Gunvor Group Ltd (registration number 279934), a private company incorporated and registered in Cyprus;

“Gunvor SA” Gunvor SA (registration number CH-660.2.734.005-4), a company incorporated in Switzerland and a wholly-owned subsidiary of Gunvor;

“IFRS” International Financial Reporting Standards;

“Issue Price” the price at which Keaton will issue the New Keaton Shares to Plusbay in terms of the Specific Issue, being R1.7782 per Keaton Share, which represents a 10% discount to the 30-day VWAP of Keaton Shares for the period ended 22 August 2013;

“Investec Bank Limited” Investec Bank Limited (registration number 1969/004763/06), a public company incorporated and registered in South Africa;

“Investec Funding” the debt funding of approximately R130 000 000 provided by Investec Bank Limited to Keaton;

“JIBAR” Johannesburg interbank agreed rate;

8

“Joint Competent Persons” Venmyn Deloitte and Gemecs;

“Joint Financial Advisors” Qinisele Resources and Ceres Capital;

“JORC” Joint Ore Reserves Committee;

“JORC Code” Australasian Code for the Reporting of Exploration Results, Mineral Resources and Ore Reserves, 2012 Edition;

“JSE” JSE Limited (registration number 2005/022939/06), a public company incorporated and registered in South Africa and licensed as an exchange under the Financial Markets Act;

“JSE Issue Approval” approval by the JSE of the listing of the New Keaton Shares in terms of the Specific Issue;

“Keaton” or “Company” Keaton Energy Holdings Limited (registration 2006/011090/06), a public company incorporated and registered in South Africa whose Shares are listed on the JSE;

“Keaton Shareholder(s)” Certificated and Dematerialised Keaton Shareholders;

“Keaton Share(s)” or “Share(s)” ordinary shares in the Company, listed on the JSE;

“km” kilometre;

“ KPMG” or “Independent Reporting Accountants to Keaton”

KPMG Incorporated (registration number 1999/012876/07), a private company incorporated and registered in South Africa and the independent reporting accountants to Keaton in relation to the Pro Forma Financial Information;

“Last Practicable Date” the last practicable date prior to the finalisation of the Summary Circular and the Circular, being, Monday, 9 December 2013;

“LOM” life of mine;

“Listings Requirements” the Listings Requirements of the JSE;

“Mining Area” the area in respect of which the Mining Right has been granted, which area is more fully described in the Mining Right;

“Mining Charter” Broad-Based Socio Economic Empowerment Charter for the South African Mining Industry (together with the Charter Scorecard), published in terms of the provisions of section 100(2)(a) of the MPRDA;

“Mining Right” means the mining right granted to Xceed in terms of section 23(5) of the MPRDA, entitling Xceed to mine and search for coal in, on and under the Mining Area and registered at the MPTRO;

“Minister” the Minister of Mineral Resources;

“Moabsvelden” the Moabsvelden project, situated on portion 8 of the farm Moabsvelden 248 IR, in the Mpumalanga Province of South Africa;

“ Moore Stephens” or “Independent Reporting Accountants in relation to Xceed”

Moore Stephens FFRS Incorporated (registration number 2006/018138/21), a private company incorporated and registered in South Africa and the independent reporting accountants to Keaton in relation to Xceed;

“MPRDA” Mineral and Petroleum Resources Development Act, 28 of 2002, as amended;

“MPTRO” Mining and Petroleum Titles Registration Office;

9

“Mt” million tonnes;

“Mtpa” million tonnes per annum;

“Nedbank” Nedbank Limited (registration number 1951/000009/06), a public company incorporated and registered in South Africa;

“ Nedbank Capital” or “Investment Bank and Sponsor”

Nedbank Capital, a division of Nedbank;

“Neosho” Neosho Trading 86 Proprietary Limited (registration number 2008/010470/07), a private company incorporated and registered in South Africa and a 74% owned subsidiary of Xceed;

“New Keaton Shares” 32 647 838 Keaton Shares to be issued to Plusbay pursuant to the Specific Issue;

“Norton Rose Fulbright” or “Legal Advisor in South Africa”

Norton Rose Fulbright South Africa (incorporated as Deneys Reitz Inc. registration number 1984/003385/21), a private company incorporated and registered in South Africa and the legal advisor to Keaton in South Africa;

“Off-take” the off-take arrangement between Keaton and Gunvor SA in terms of the Off-take Agreement;

“Off-take Agreement” the agreement governing the Off-take entered into between Keaton and Gunvor SA on 14 November 2013;

“Plusbay” Plusbay Limited (registration number 274836), a private company incorporated and registered in Cyprus and a wholly-owned subsidiary of Gunvor;

“Pro Forma Financial Effects” the pro forma financial effects of Keaton relating to the Transaction and Specific Issue;

“Purchase Consideration” the cash consideration to which each Xceed Shareholder becomes entitled under the Scheme, being AU$0.14 for every Xceed Share held by that Xceed Shareholder as at the Scheme Record Date. As at the Last Practicable Date, the purchase consideration was expected to be AU$19 670 060.90 (nineteen million six hundred and seventy thousand and sixty Australian Dollars and ninety Australian cents), assuming 140 500 435 fully paid Xceed Shares as at the Scheme Record Date;

“Qinisele Resources” or “Joint Financial Advisor”

Qinisele Resources Proprietary Limited (registration 1997/022049/07), a private company incorporated and registered in South Africa and joint financial advisor to Keaton;

“RBCT” Richards Bay Coal Terminal;

“Related Party” a related party as defined in the Listings Requirements;

“Registered Office” Keaton’s registered office, Ground Floor, Eland House, The Braes, 3 Eaton Avenue, Bryanston, 2191;

“Resolution(s)” the ordinary resolutions to be passed by the requisite majority of Keaton Shareholders at the General Meeting to authorise and approve the Specific Issue and the Transaction, as more fully set out in the notice of General Meeting attached to this Summary Circular;

“ROM” run of mine;

10

“Roodepoort” the Roodepoort project, situated on the farms Roodepoort 40 IS and Diepspruit 41 IS, in the Mpumalanga Province of South Africa;

“RSM Bird Cameron” or “Xceed Independent Expert”

RSM Bird Cameron Proprietary Limited, a private company incorporated and registered in Australia and the independent expert to Xceed;

“SAMREC” South African Code for the Reporting of Exploration Results, Mineral Resources and Mineral Reserves, 2007 Edition;

“SAMVAL” South African Code for the Reporting of Mineral Asset valuation as amended in July 2009;

“SARB” South African Reserve Bank;

“Scheme” the scheme of arrangement in accordance with Part 5.1 of the Australian Corporations Act between Xceed and Xceed’s Shareholders;

“Scheme Amendment Deed” the scheme amendment deed entered into between Keaton and Xceed on 20 November 2013 in order to make certain amendments to the Scheme Implementation Deed;

“Scheme Booklet” the information memorandum in respect of the Scheme to be approved by the Court and dispatched to Xceed Shareholders, and includes the Scheme, an explanatory statement as that term is defined in section 412 of the Australian Corporations Act, the Xceed Independent Expert’s report, a notice of meeting and proxy form in relation to the Xceed Scheme Meeting and any other document agreed between Keaton and Xceed;

“Scheme Implementation Deed” the scheme implementation deed entered into between Keaton and Xceed on 23 August 2013, as amended by the Scheme Amendment Deed;

“Scheme Record Date” 5:00 pm on the day which is five Business Days after the Effective Date, or any other date (after the Effective Date) agreed by Keaton and Xceed to be the record date to determine entitlements to receive the Purchase Consideration under the Scheme;

“Scheme Implementation Date” the third Business Day following the Scheme Record Date (or such other date agreed between Keaton and Xceed);

“Second Court Date” the first day on which the Court hears the application for an order under section 411(4)(b) of the Australian Corporations Act approving the Scheme or, if the application is adjourned or subject to appeal for any reason, the first day on which the adjourned or appealed application is heard;

“SENS” the Securities Exchange News Service of the JSE;

“South Africa” the Republic of South Africa;

“South African Companies Act” or “Companies Act”

the Companies Act, 2008 (Act 71 of 2008), as amended and substituted from time to time;

“South Africa Rand”, “Rand” or “R” South African Rand, the official currency of South Africa;

“Specific Issue” the specific issue of the New Keaton Shares at the Issue Price to Plusbay;

“Standard Bank” The Standard Bank of South Africa Limited (registration number 1962/000738/06), a public company incorporated and registered in South Africa;

11

“Strate” Strate Limited (registration number 1998/022242/06), a public company incorporated and registered in South Africa and which provides the electronic settlement system for transactions that take place on the JSE and off-market trades;

“Subscription Agreement” the agreement governing the Specific Issue entered into between Keaton and Plusbay on 13 November 2013;

“Subscription Date” the first Business Day after the Effective Date, or such later date as Plusbay and Keaton may agree to in writing;

“Summary Circular” this summary circular, dated 20 December 2013, including all annexures, the notice of General Meeting and the form of proxy (blue) attached hereto;

“Takeover Regulations” the Companies Regulations, 2011, in terms of the Companies Act;

“Thebe Investment Corporation” Thebe Investment Corporation Proprietary Limited (registration number 1992/001846/07), a private company incorporated and registered in South Africa;

“Thebe Mining” Thebe Mining Resources Proprietary Limited (registration number 2009/008382/07), a private company incorporated and registered in South Africa and a subsidiary of Thebe Investment Corporation;

“Transaction” the proposed acquisition by Keaton of the entire issued share capital of Xceed by way of the Scheme, being a Category 1 Transaction in terms of the Listings Requirements;

“Transfer Date” the date of registration of transfer of the Xceed Shares into the name of Keaton;

“TRP” Takeover Regulation Panel, a regulatory body established in terms of section 196 of the Companies Act;

“US$” United States Dollar, the official currency of the United States of America;

“Vaalkrantz” the Vaalkrantz Anthracite Colliery, located 14km east of the town of Vryheid, in the KwaZulu-Natal Province of South Africa;

“Vanggatfontein” the Vanggatfontein Colliery, located 14km south east of the town of Delmas, in the Mpumalanga Province of South Africa;

“VAT” Value-Added Tax as levied from time to time in terms of the Value-Added Tax Act, 89 of 1991;

“Venmyn Deloitte” or “Joint Competent Person”

Venmyn Deloitte Proprietary Limited (registration number 1988/004918/07), a private company incorporated and registered in South Africa and the provider of the SAMVAL-compliant CPRs;

“Venmyn Deloitte Covering Letter” the covering letter prepared by Venmyn Deloitte in relation to the Competent Persons’ Reports and the Venmyn Deloitte Report, which is included as Annexure 1 to this Summary Circular;

“Venmyn Deloitte Letter” the letter prepared by Venmyn Deloitte in relation to the Off-take, which is included as Annexure 11 to the Circular;

“Venmyn Deloitte Report” the report, dated 27 September 2013, prepared by Venmyn Deloitte, which is included as Annexure 6 to the Circular;

“Voting Intention Statement” the voting intention statement provided by the Xceed Supporting Shareholders in respect of their intention to vote all Xceed Shares, directly or indirectly, held by them in favour of the Scheme;

12

“30-day VWAP” thirty-trading day volume weighted average price;

“Xceed” Xceed Resources Limited (registration number ABN: 79 009 181 006), a public company incorporated and registered in Australia and listed on the ASX;

“Xceed Budget” the latest budget in respect of Xceed’s operations and Capex, as provided by Xceed on or before the date of the Scheme Booklet, for a period of eight months beginning 1 July 2013;

“Xceed Directors” the Xceed board of directors as at the Scheme Implementation Date;

“Xceed Share(s)” each fully paid ordinary share in Xceed;

“Xceed Shareholder(s)” each person entered in the register as a holder of Xceed Shares;

“Xceed Scheme Meeting” the meeting of Xceed Shareholders to be convened as ordered by the Court under section 411(1) of the Australian Corporations Act, to consider the Scheme;

“Xceed Supporting Shareholders” the Xceed Shareholders who have provided a Voting Intention Statement authorising Keaton and Xceed to announce their intention to vote all Xceed Shares, directly or indirectly, held by them in favour of the Scheme as further set out in paragraph 2.6 of this Summary Circular; and

“Xstrata” Xstrata Coal South Africa Proprietary Limited (registration number 1997/017998/07), a private company incorporated and registered in South Africa.

13

(Incorporated in the Republic of South Africa)(Registration number 2006/011090/06)Share code: KEH ISIN: ZAE000117420

Directors

D Salter (Non-executive Chairman) #M Glad (Chief Executive Officer)J Rossouw (Chief Financial Officer)L Mtumtum ‡ (Lead independent non-executive director)Paul Sadler ‡G Kemp ‡A Sedibe #P Pouroulis #D Jonker #

# Non-Executive‡ Independent, non-executive

SUMMARY CIRCULAR TO KEATON SHAREHOLDERS

THIS SUMMARY CIRCULAR IS ONLY A SUMMARY OF THE INFORMATION IN THE CIRCULAR AND DOES NOT CONTAIN FULL OR COMPLETE DETAILS. THE CIRCULAR CAN BE ACCESSED ON KEATON’S WEBSITE: WWW.KEATONENERGY.CO.ZA FROM FRIDAY, 20 DECEMBER 2013.

The Summary Circular and the Circular should be read in their entirety for a complete understanding of the Transaction and the Specific Issue. This Summary Circular is issued in compliance with the Listings Requirements for the purposes of furnishing Keaton Shareholders with information relating to the Transaction and the Specific Issue, and convening the General Meeting for the purpose of considering, and if deemed appropriate, passing the requisite Resolutions.

1. INTRODUCTION

Keaton announced on 26 August 2013 that it had entered into the Scheme Implementation Deed with Xceed, in terms of which Keaton and Xceed agreed that Keaton would pay AU$0.14 per Xceed Share in consideration for the transfer of the entire issued share capital of Xceed to Keaton by way of the Scheme in accordance with part 5.1 of the Australian Corporations Act. The expected maximum Purchase Consideration of AU$19 670 060.90 categorises the Transaction as a Category 1 Transaction for Keaton in terms of the Listings Requirements and, accordingly, requires Keaton Shareholder approval. If implemented successfully, Xceed will become a wholly-owned subsidiary of Keaton and will be removed from the Official List of the ASX.

Keaton Shareholders were advised in an announcement released on SENS on 20 November 2013 that Keaton had made certain amendments to the funding arrangements relating to the Transaction and had entered into the Scheme Amendment Deed.

In order to partly fund the Purchase Consideration, Keaton entered into the Subscription Agreement with Plusbay in terms of which Keaton will issue 32 647 838 New Keaton Shares to Plusbay, at a price of R1.7782 per Keaton Share, being a 10% discount to the 30-day VWAP of Keaton Shares on the JSE for the period ended 22 August 2013.

The balance of the Purchase Consideration will be funded by way of the Investec Funding and by Keaton from its available cash resources.

In terms of the Listings Requirements, Plusbay is classified as a material shareholder of Keaton, and hence a Related Party to Keaton. Consequently, the Specific Issue required Keaton’s Board to obtain a fairness opinion from an Independent Expert. The opinion letter of the Independent Expert is included as Annexure 5 to the Circular. In addition, 75% approval by Keaton Shareholders (excluding Gunvor, Plusbay and their associates) is required to approve the Resolution authorising the Specific Issue.

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2. THE TRANSACTION

2.1 Overview of Xceed

Xceed is an Australian-based public company engaged in the exploration and development of coal projects in South Africa. The company is listed on the ASX and had a market capitalisation of approximately AU$18 265 060 as at the Last Practicable Date. Xceed’s primary focus is on the acquisition and development of coal projects located within South Africa’s premier coal fields, which are supported by established infrastructure and are readily able to reach their intended markets.

Xceed currently holds an interest in and is developing three coal projects situated in the Mpumalanga Province of South Africa, namely:

• Moabsvelden – opencast thermal coal project located 3km from Keaton’s Vanggatfontein colliery near Delmas;

• Roodepoort – shallow thermal coal project located 3km from Exxaro’s New Clydesdale colliery near Emalahleni; and

• Bankfontein – underground thermal coal project located 5km from Tselentis colliery (formerly owned by Xstrata) near Breyten.

The mineral resources and mineral reserves relating to the abovementioned projects are set out below, estimated in accordance with the JORC Code. The Venmyn Deloitte Report and the Competent Persons’ Reports in relation to Xceed are included as Annexure 6 and Annexure 7, respectively, to the Circular.

Xceed Mineral Resources Statement as at July 2013

Project

Xceed interest in the project

(%)

Measured Resources

– GTIS (Mt)

Indicated Resources

– GTIS (Mt)

Inferred Resources

– GTIS (Mt)

Total Resources

– GTIS (Mt)

Moabsvelden1 74 63.00 2.35 – 65.35Roodepoort2 15 9.86 13.59 5.85 29.30Bankfontein3 15 – 6.05 13.71 19.76

Totals 72.86 21.99 19.56 114.41

Xceed Mineral Reserves Statement as at July 2013

Project

Xceed interest in the project

(%)

Proved reserves

(Mt)

Probable reserves

(Mt)

Total reserves

(Mt)

Moabsvelden1 74 30.71 13.16 43.87

Totals 30.71 13.16 43.87

Source:

1. CPR for Moabsvelden, Project Number GMXP11034 July 2013, prepared by Gemecs.

2. CPR for Roodepoort, Project Number GMXP12025 July 2013, prepared by Gemecs.

3. CPR for Bankfontein, Project Number GMXP12025 July 2013, prepared by Gemecs.

2.2 Rationale

The Transaction forms part of Keaton’s strategy to grow to a 5Mtpa plus producer of diversified coal products, including thermal power station coal and metallurgical coal of varying quality. Xceed’s projects fit naturally within Keaton’s existing portfolio of operating mines and development projects.

Moabsvelden, Xceed’s flagship project, located in close proximity to Keaton’s Vanggatfontein colliery, will create significant operational synergies and Keaton will use its experience in opencast mining and coal processing to develop and operate the project. At the end of May 2013, Xceed received written notification from the DMR regarding the intention of the DMR to issue the Moabsvelden Mining Right, which was subsequently issued and notarially executed on 16 October 2013. Xceed has also signed a mandate and credit approved project finance term sheet with Standard Bank for the development of the Moabsvelden colliery. A key advantage of Moabsvelden is that the entire resource will be entirely open castable, with a low stripping ratio and a LOM in excess of 15 years.

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2.3 Purchase Consideration

Pursuant to the Scheme, Keaton will acquire the entire issued share capital of Xceed, being 140 500 435 fully paid Xceed Shares as at the Last Practicable Date, for the Purchase Consideration, being a cash offer of AU$0.14 per share held by Xceed Shareholders as at the Scheme Record Date. Based on 140 500 435 Xceed Shares, the entire issued share capital of Xceed, the maximum Purchase Consideration therefore equates to AU$19 670 060.90.

The Purchase Consideration represents a premium of:

• 27.0% to the closing price of Xceed Shares on the ASX on 23 August 2013, being the last trading day prior to the announcement of the Scheme;

• 35.0% to the 30-day VWAP of Xceed Shares on the ASX for the period ended 23 August 2013; and

• 66.0% to the 30-day VWAP to 19 June 2013, being the last trading day prior to the announcement by Xceed that it was in discussions about a potential corporate transaction.

2.4 Scheme process

Xceed Shareholders will be provided with the Scheme Booklet which will explain the Scheme and the Scheme process, including a report prepared by the Xceed Independent Expert appointed to advise Xceed Shareholders on whether or not the Scheme is in their best interests.

The Xceed Scheme Meeting is scheduled to be held on Monday, 3 February 2014, at which meeting a motion to approve the Scheme will be put forward to Xceed Shareholders. In order to pass the resolution concerning the Scheme, the resolution must be approved by both of the following:

• unless the Court orders otherwise, more than 50% of Xceed Shareholders entitled to vote who are present and voting at the Xceed Scheme Meeting (either in person, or by proxy or representative); and

• holders of at least 75% of the total number of votes cast on the Scheme resolution by members entitled to vote who are present and voting at the Xceed Scheme Meeting (either in person, or by proxy or representative). This vote is determined on a poll, that is one vote per Xceed Share.

If the Conditions Precedent are satisfied or waived and the Scheme is successfully approved by Xceed Shareholders, and subsequently approved by the Court, the Scheme will be implemented on the Scheme Implementation Date.

On implementation, Keaton will deposit an amount equal to the Purchase Consideration in cleared funds in an escrow account controlled by a reputable escrow agent acceptable to Xceed (acting reasonably), which funds will only be released upon instruction by Keaton to the escrow agent that the Court has made orders under section 411(4)(b) of the Australian Corporations Act approving the Scheme, for the purpose of Xceed paying or procuring payment of the Purchase Consideration to each participating Xceed Shareholder. On implementation, the Xceed Shares will be transferred to Keaton.

2.5 Xceed Board’s recommendation

Subject to there being no competing superior proposal emerging which is capable of acceptance and the Xceed Independent Expert concluding and continuing to conclude that the Scheme is in the best interests of Xceed Shareholders, Xceed’s directors each:

• consider the Scheme to be in the best interests of Xceed Shareholders and recommend to Xceed Shareholders that the Scheme be approved by voting in favour of the Scheme at the Xceed Scheme Meeting; and

• intend to vote the Xceed Shares they hold (directly or indirectly) in favour of the Scheme.

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2.6 Xceed Shareholder support

The following are the Xceed Supporting Shareholders who together hold approximately 57.38% of Xceed’s issued share capital:

Shareholder name

Number of Xceed

Shares

Percentage interest in Xceed

Daleglen Holdings Pty Ltd 27 500 000 19.5Maberley Holdings Pty Ltd 25 000 000 17.79SF Belben (ATF Belben Family Trust) 11 416 666 8.13Dow Super Pty Ltd 11 250 000 8.01SG Growth Equities Pty Ltd 2 640 672 1.88SF and PJ Belben (ATF Belben Super Fund) 1 182 685 0.84Dhow Nominees Pty Ltd 1 166 667 0.83Cenotaph Nominees Pty Ltd 366 667 0.26Ettenan Nominees Pty Ltd 96 259 0.07

Total 80 619 616 57.38

The Xceed Supporting Shareholders have provided a Voting Intention Statement authorising Keaton and Xceed to announce their intention to vote all Xceed Shares, directly or indirectly, held by them in favour of the Scheme at the Xceed Scheme Meeting, subject to the Xceed Independent Expert concluding and continuing to conclude that the Scheme is in the best interests of Xceed Shareholders and in the absence of a superior proposal that is capable of acceptance. The Xceed Supporting Shareholders have agreed not to change, withdraw or modify their Voting Intention Statement, or indicate an intention to do so, except where this arises from the disposal of any Xceed Shares to a person that, prior to any such disposal, has provided the same Voting Intention Statement.

3. THE SPECIFIC ISSUE

3.1 Introduction

In order to partly fund the Transaction, Keaton entered into the Subscription Agreement with Plusbay in terms of which, and subject to the fulfilment of the Conditions Precedent set out in paragraph 5.2 below, including Keaton Shareholder approval, Keaton will issue 32 647 838 New Keaton Shares to Plusbay at the Issue Price, being R1.7782 per Keaton Share (R58 054 385.53 in aggregate). The Issue Price represents a 10% discount to the 30-day VWAP of Keaton Shares on the JSE for the period ended 22 August 2013.

The Specific Issue will increase Plusbay’s shareholding in Keaton from 23.92% to 34.99%.

3.2 Board representation

Following the Subscription Date, for so long as Plusbay holds 20% or more of Keaton Shares in issue, Plusbay will be entitled to designate two nominees for election or appointment to the Board of Directors of Keaton, from time to time, who meet the individual qualification requirements for directors under South African law. Plusbay will consult with Keaton with respect to the appropriateness of any individual to act in such role to ensure that such individual meets the individual qualification requirements for directors under applicable laws.

3.3 No mandatory offer

Provided that Plusbay (together with any of its concert parties) holds a shareholding of 25% or more Keaton undertakes to Plusbay that until 30 June 2016, Keaton shall not purchase or repurchase or cancel any Keaton Shares, or undertake any other corporate action, and will procure that none of its subsidiaries purchases any Keaton Shares, or distributes or transfers or causes to be delivered any Keaton Shares to Keaton, where the effect of any such actions is to cause Plusbay (or any person acting in concert with it) to have to make a mandatory offer pursuant to section 123 of the Companies Act and/or the Takeover Regulations thereunder.

Thereafter, provided that Plusbay (together with any of its concert parties) holds a shareholding of 25% or more, Keaton undertakes to Plusbay that, should Keaton or any of its subsidiaries undertake any purchase or repurchase or cancelation of any Keaton Shares or any other corporate action which, in any continuous 12-month period, results in a reduction of Keaton’s issued share capital of 2% or more (or any lesser percentage which has the effect of causing Plusbay (or any person acting in concert with it) to have to make a mandatory offer pursuant to section 123 of the Companies Act and/or the Takeover Regulations thereof):

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• Keaton will, using its best endeavours, give Plusbay not less than three months’ written notice prior to any such corporate action being undertaken by it or its subsidiaries; provided that, where despite Keaton’s best endeavours such minimum three-month period of notice is not achieved, then Keaton shall give Plusbay as long a period of notice as is possible, using its best endeavours; and

• Keaton will co-operate with, and reasonably assist, Plusbay in obtaining any relevant regulatory or Shareholder waivers or consents that would result in a mandatory offer not being triggered by any action which would otherwise be perceived as such corporate action.

3.4 Related Party and fairness opinion

In terms of the Listings Requirements, Plusbay is classified as a material shareholder of Keaton, and hence a Related Party to Keaton. Consequently, the Specific Issue required Keaton’s Board to obtain a fairness opinion from an Independent Expert in terms of the Listings Requirements.

BDO was appointed by the Board as the Independent Expert and has provided a fairness opinion to the Board that the terms and conditions of the Specific Issue and the Transaction, based on quantitative considerations, are fair to the Keaton Shareholders. The text of the letter from BDO is included as Annexure 5 to the Circular.

3.5 Keaton Shareholder approval

The Resolution relating to the Specific Issue requires the approval of at least 75% of Keaton Shareholders present and voting, or represented by proxy, at the General Meeting (excluding Gunvor, Plusbay and their associates).

4. THE OFF-TAKE

Subject to the implementation of the Transaction, Keaton has entered into the Off-take Agreement with Gunvor SA in terms of which Keaton will deliver the Agreed Tonnage of export quality coal for the Agreed Coal Price to Gunvor SA over the Delivery Period.

The Agreed Tonnage is to be delivered from Moabsvelden once it commences production. Moabsvelden is currently owned by Neosho, a subsidiary of Xceed.

As part of the Off-take, Gunvor SA will pay the Agreed Prepayment Amount of US$4 000 000 to Keaton on the Prepayment Date. The balance of the consideration in terms of the Off-take Agreement is payable to Keaton over the Delivery Period.

In terms of the Off-take Agreement Gunvor SA will have first right of refusal over any export quality coal produced at Moabsvelden in excess of the Agreed Tonnage during the Delivery Period and for a period of three years after conclusion of the Delivery Period.

Should Gunvor SA realise a final quality adjusted FOB sales price to a third party for any of the Agreed Tonnage delivered to it under the Off-take Agreement of more than US$10/Mt over and above the Agreed Coal Price (plus the Agreed Prepayment Amount) for that delivery year, then 30% of the amount in excess of the US$10/Mt will be paid to Keaton as a cash payment by way of a share in the profits.

The Directors of Keaton are of the opinion that the Off-take Agreement has been concluded on normal commercial terms. Venmyn Deloitte has considered the terms of the Off-take Agreement and is of the opinion that it has been concluded on normal commercial terms. The text of the letter from Venmyn Deloitte is included as Annexure 11 to the Circular.

5. CONDITIONS PRECEDENT

5.1 The Scheme

The Scheme is subject to the fulfilment of a number of Conditions Precedent, which must be satisfied or waived by the Party entitled to waive such Condition Precedent in terms of the Scheme Implementation Deed and as summarised below. Unless otherwise indicated, a reference to time below is time in Perth, Western Australia. The Conditions Precedent to the Scheme are as follows:

• from the date of the Scheme Implementation Deed until the Xceed Scheme Meeting, no Xceed Director changes or withdraws their recommendation to Xceed Shareholders to vote in favour of the Scheme and all resolutions incidental to the Scheme (if any);

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• the Xceed Independent Expert issues an independent expert’s report before the date on which the Scheme Booklet is provided for registration with ASIC under section 412 of the Australian Corporations Act and concludes that the Scheme is in the best interests of Xceed Shareholders and, upon consideration of all the relevant information from time to time, the Xceed Independent Expert does not change that conclusion prior to 5:00 pm on the day before the Second Court Date;

• before 5:00 pm on the fifth Business Day prior to the date of the Xceed Scheme Meeting, the approval of the Transaction, by more than 50%, and the Specific Issue, by at least 75%, of Keaton Shareholders (excluding Gunvor, Plusbay and their associates in relation to the Specific Issue) present and voting either in person or by proxy at the General Meeting to be convened to approve the Transaction and the Specific Issue;

• before the Second Court Date, the Court makes orders convening the Scheme Meeting under section 411(1) of the Australian Corporations Act;

• before 8:00 am on the Second Court Date, Xceed Shareholders approve the Scheme at the Xceed Scheme Meeting, by the following majorities:

• unless the Court orders otherwise, a majority in number (more than 50%) of the Xceed Shareholders present and voting on the resolution to approve the Scheme at the Xceed Scheme Meeting; and

• at least 75% of the total number of votes cast on the resolution to approve the Scheme by Xceed Shareholders present and voting at the Xceed Scheme Meeting to be convened pursuant to an order of the Court or at any adjournment thereof. This vote is determined on a poll, that is one vote per Xceed Share;

• the Court makes orders under section 411(4)(b) of the Australian Corporations Act approving the Scheme (with or without modification, such modification being acceptable to both Keaton and Xceed) and consequently:

• JSE Issue Approval thereby automatically becomes unconditional and the arrangements under the Subscription Agreement thereby automatically become unconditional; and

• the proceeds from the Specific Issue are thereby unconditionally available to Keaton for payment by Keaton as part of the Purchase Consideration in accordance with the Scheme Implementation Deed, the Scheme and “deed poll” (as defined in the Scheme Implementation Deed);

• an office copy of the Court Order approving the Scheme is lodged with ASIC under section 411(10) of the Australian Corporations Act;

• before 5:00 pm on the Business Day immediately prior to the Xceed Scheme Meeting, the approvals for the Transaction and Specific Issue are obtained (if and to the extent necessary) from certain regulatory authorities, limited to the Competition Authorities, the SARB, the TRP, the JSE and the DMR, and such approvals not being withdrawn prior to 8:00 am on the Second Court Date, save for the JSE Issue Approval which, at 5.00 pm on the Business Day immediately prior to the Xceed Scheme Meeting and at 8.00 am on the Second Court Date, will be conditional only on the Court making orders under section 411(4)(b) of the Australian Corporations Act approving the Scheme;

• no temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the Scheme from being implemented is in effect at 8:00 am on the Second Court Date;

• before 8:00 am on the Second Court Date, all “third party consents” (as defined in the Scheme Implementation Deed) are granted or obtained in respect of the implementation of the Scheme and those consents are not withdrawn, cancelled or revoked;

• as at 8:00 am on the Second Court Date, no “material agreement” (as defined in the Scheme Implementation Deed) is amended in a material respect or terminated;

• from the date of the Scheme Implementation Deed until 8:00 am on the Second Court Date, no “material adverse event” (as defined in the Scheme Implementation Deed) occurs, or becomes known to Keaton;

• from the date of the Scheme Implementation Deed until 8:00 am on the date of the Xceed Scheme Meeting, the closing spot AU$/R exchange rate as at 4:00 pm (UK time) does not fall, for a period of more than three consecutive Business Days to a level where AU$1.00 converts to over R10.00;

• from the date of the Scheme Implementation Deed until 8:00 am on the Second Court Date, no “target prescribed event” (as defined in the Scheme Implementation Deed) occurs;

• from the date of the Scheme Implementation Deed until 8:00 am on the Second Court Date, there are no “target material transactions” (as defined in the Scheme Implementation Deed) by Xceed or any of its subsidiaries without the prior written consent of Keaton, where such consent must not be unreasonably withheld or delayed;

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• each representation and warranty given or made by Xceed in the Scheme Implementation Deed is true and correct as at the date of the Scheme Implementation Deed, 8:00 am on the Second Court Date and any other date at which the representation or warranty is expressed to be given;

• the Voting Intention Statements by the Xceed Supporting Shareholders referred to in paragraph 2.6 above are not withdrawn prior to the Xceed Scheme Meeting;

• from the date of the Scheme Implementation Deed until 8:00 am on the Second Court Date, Xceed does not deviate from the “target budget” (as defined in the Scheme Implementation Deed) beyond the limits specified in the Scheme Implementation Deed without the prior written approval of Keaton;

• subject to obtaining the applicable Keaton Shareholder approvals and regulatory approvals:

• sufficient funds as necessary to pay the Purchase Consideration, save for the proceeds of the Specific Issue, are unconditionally available to Keaton for payment by Keaton in accordance with the Scheme Implementation Deed, the Scheme and “deed poll” (as defined in the Scheme Implementation Deed) at 5.00 pm on the Business Day immediately prior to the Xceed Scheme Meeting, and such funds remain so available to Keaton at 8.00 am on the Second Court Date;

• at 5.00 pm on the Business Day immediately prior to the Xceed Scheme Meeting and at 8.00 am on the Second Court Date, the only outstanding condition to be satisfied before the proceeds of the Specific Issue are made unconditionally available to Keaton for the purpose of paying part of the Purchase Consideration in accordance with the Scheme Implementation Deed, the Scheme and the “deed poll” (as defined in the Scheme Implementation Deed) is the Court making orders under section 411(4)(b) of the Australian Corporations Act approving the Scheme; and

• by 5.00 pm on the Business Day immediately prior to the Xceed Scheme Meeting, all proceeds of the Specific Issue will be deposited by Gunvor or its affiliates, and will remain at 8.00 am on the Second Court Date, in an escrow account controlled by a reputable escrow agent acceptable to Xceed (acting reasonably), which funds will only be released upon instruction by Keaton to the escrow agent that the Court has made orders under section 411(4)(b) of the Australian Corporations Act approving the Scheme;

• and Keaton agrees to promptly provide to Xceed, upon written request, such evidence as Xceed reasonably requires to verify the occurrence of those events; and

• each representation and warranty given or made by Keaton in the Scheme Implementation Deed is true and correct as at the date of the Scheme Implementation Deed, 8:00 am on the Second Court Date and any other date at which the representation or warranty is expressed to be given.

5.2 The Specific Issue

The Specific Issue is subject to the fulfilment of the following Conditions Precedent by no later than 29 January 2014, or such later date as is agreed in writing by Keaton and Plusbay:

• the approvals of the SARB (or their authorised agents), for Keaton and Plusbay to perform their respective obligations, and exercise their rights, in terms of the Subscription Agreement, are granted unconditionally or, if any such approvals are granted conditionally, on conditions acceptable to Plusbay in its sole discretion;

• the approval, insofar as it may be necessary in law and/or required by the JSE and/or any stock exchange on which Keaton Shares trade to enable the terms and conditions of the Subscription Agreement to be carried into effect, each case in a form and substance reasonably acceptable to Plusbay;

• the approval pursuant to the Companies Act (to the extent applicable), the Listings Requirements to the extent required, the memorandum of incorporation of Keaton, by the requisite majority of Keaton Shareholders in general meeting for the entry into and implementation by Keaton of the Subscription Agreement and such approvals being or becoming unconditional, each case in a form and substance reasonably acceptable to Plusbay;

• the Board of Directors of Keaton will have passed resolutions authorising the entering into and implementation by Keaton of the Subscription Agreement, in a form and substance reasonably satisfactory to Plusbay, and Plusbay is provided with a copy of the resolution (or extracts from the minutes of the relevant meeting of the Keaton Board), certified to be a true and complete copy or extract (as applicable) by a Director or the company secretary of Keaton;

• the board of directors of Plusbay will have passed resolutions authorising and/or ratifying the entering into and implementation by Plusbay of the Subscription Agreement;

• the JSE Issue Approval being granted for the admission to listing of the New Keaton Shares to be issued pursuant to the Specific Issue (which consent may be given subject to conditions relating only to the implementation of the Subscription Agreement and other customary conditions of an administrative

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nature, and may provide for the admission to listing of the New Keaton Shares to occur on or prior to commencement of trading on the first Business Day after the Subscription Date) and Plusbay is provided with a copy of such consent;

• the requisite approvals, if any, required from any authority pursuant to the MPRDA, or any mining or prospecting rights granted to Keaton or Xceed, or their respective subsidiaries, for the Specific Issue are granted unconditionally or, if any such approvals are granted conditionally, on conditions acceptable to Plusbay in its sole discretion;

• the Keaton escrow agreement (as defined in the Subscription Agreement) is entered into between the relevant parties thereto, in a form and substance acceptable to Plusbay and Keaton; and

• the requisite approval pursuant to section 121 of the Companies Act having been obtained, or requisite exemption therefrom being granted (or existing general exemption for comparable transactions being confirmed to apply), by the TRP.

6. Pro Forma FINANCIAL INFORMATION AND EFFECTS

Based on Keaton’s reviewed results for the six months ended 30 September 2013, the Pro Forma Financial Effects of the Specific Issue and the Transaction on Keaton’s earnings per share (“EPS”), headline earnings per share (“HEPS”), net asset value per share (“NAV”) and net tangible asset value per share (“NTAV”) are set out below. The Pro Forma Financial Effects are prepared for illustrative purposes only, and because of their nature, may not give a fair presentation of Keaton’s financial position, changes in equity, results of operations and cash flows or the effect and impact of the Specific Issue and the Transaction. The Pro Forma Financial Effects has been prepared in accordance with the accounting policies of Keaton used in the preparation of the audited results for the year ended 31 March 2013.

The Pro Forma Financial Effects is the responsibility of Keaton’s Directors. KPMG’s reasonable assurance report on the Pro Forma Financial Effects is set out in Annexure 2 to the Circular.

Before the Specific Issue

and the Transaction(1)

After the Specific Issue

and the Transaction(2)

Change(%)

EPS (cents)(3) 19.4 22.6 16.5%HEPS (cents)(3) 19.4 6.4 (67.0%)NAV (cents)(4) 382 398 4.2%NTAV (cents)(4) 166 75 (54.8%)Total Shares in issue(5) 191 663 141 224 310 979 17.0%Shares and weighted Shares in issue net of treasury Shares(5) 191 663 141 224 310 979 17.0%

Notes:

1. Based on Keaton’s reviewed results for the period ended 30 September 2013.

2. Based on the assumption that Keaton acquires the entire issued share capital of Xceed, and as a result Xceed is accounted for as a subsidiary of Keaton. In calculating the Pro Forma Financial Information and effects, it was assumed that the Specific Issue and the Transaction were implemented on 1 April 2013 for statement of comprehensive income purposes and on 30 September 2013 for statement of financial position purposes. Xceed’s statement of comprehensive income for the six months ended 30 June 2013 was converted to Rands from Australian Dollars, using the average exchange rate for the period 1 April 2013 to 30 September 2013 of R9.25 to the AU$, with their audited statement of financial position as at 30 June 2013 converted to Rands from Australian Dollars, using the spot exchange rate as at 30 September 2013 of R9.37. The statement of comprehensive income and statement of financial position were adjusted to reflect the difference in accounting polices between Keaton and Xceed (refer to Annexure 3, note 31).

3. The EPS and HEPS were adjusted for:

(a) the inclusion of the consolidated earnings of Xceed for the six months ended 30 June 2013, as well as the adjustments made to reflect the difference in accounting polices between Keaton and Xceed;

(b) estimated transaction costs of R10 053 756 incurred by Keaton;

(c) provisionally assessed gain on the business combination amounting to R36 315 675 based on the provisional assessments of fair value;

(d) assumed interest paid on the Investec Funding of R5 813 117; and

(e) assumed amortisation charge of R105 211 relating to the Investec debt raising fees capitalised.

4. The NAV per share and NTAV per share were adjusted for:

(a) the inclusion of the consolidated assets and liabilities of Xceed at 30 June 2013 as well as the adjustments made to reflect the difference in accounting polices between Keaton and Xceed;

(b) elimination of the subsidiary company share capital of R407 332 640;

(c) issue of 32 647 838 New Keaton Shares with no par value to Plusbay at R1.7782 per share for a cash consideration of R58 054 386;

(d) estimated transaction cost of R5 026 099 incurred by Keaton that have been capitalised;

(e) elimination of the subsidiary company share-based payment reserve of R402 910;

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(f) accounting for R4 302 985 share-based payment reserve;

(g) elimination of the subsidiary company other reserves of R1 517 940;

(h) retained earnings adjusted for:

– elimination of subsidiary company accumulated loss of R188 629 344;

– transaction costs of R10 053 756 incurred by Keaton;

– gain on business combination relating to the acquisition of Xceed of R36 315 675 based on the provisional assessments of fair values;

(i) Investec Funding of R126 254 085 received for the acquisition of Xceed. Debt raising fees of R1 893 811 were capitalised to the Investec Funding. R28 267 233 was reclassified from long-term borrowings to short-term borrowings;

(j) cash and cash equivalents have been adjusted for:

– issue of New Keaton Shares to Plusbay for cash of R58 054 386;

– Investec Funding of R126 254 085 received for the acquisition of Xceed;

– payment of Investec debt raising fees of R1 893 811;

– total transaction costs paid of R15 079 855; and

– payment of the Purchase Consideration of R184 308 471.

5. Shares in issue and the weighted average number of Shares in issue were adjusted for the issue of 32 647 838 New Keaton Shares.

6. All of the above adjustments with the exception of transaction costs are expected to have a continuing effect on Keaton.

7. There are no post-balance sheet events, which require adjustments to the Pro Forma Financial Information.

8. For detailed disclosure on the Pro Forma financial information, refer to Annexure 1 of the Circular.

7. FURTHER INFORMATION RELATING TO XCEED

7.1 Prospects

Xceed is an Australian-based public company engaged in the exploration and development of coal projects located within the premier coal fields of South Africa.

Xceed’s principal activities have been directed towards the development of Moabsvelden, a thermal coal project situated in the Witbank coalfield. Moabsvelden is expected to have a 15-year LOM and will produce both export and domestic quality thermal coal.

Additionally, Xceed has a 15% interest, with a right to increase this to 70%, in each of the Roodepoort and Bankfontein projects as follows:

• Focus Coal Investments has the right to acquire an additional 19% by undertaking sufficient drilling to establish a SAMREC compliant resource, with a proviso that not less than R1.5 million is spent on exploration of each project. Focus Coal Investments will have a right to purchase a further 17% in each project by making a cash payment per ROM tonne (as included in the Mining Works Programme) times 17% times R4.00/tonne. On commencement of mining Focus Coal Investments will have a right to purchase a further 19% in the relevant project through making a final cash payment per ROM tonne (as included in the Mining Works Programme) times 19% times R6.00/tonne.

Roodepoort, which is located in the Witbank coalfield is a low grade thermal coal project aimed primarily for the production of thermal coal for the domestic market. Bankfontein, which is located in the Ermelo coalfield, is an export quality coal project aimed at producing coal for the export markets.

During November 2012, Xceed entered into agreements with Thebe Mining, whereby Thebe Mining will become a 30% owner in Moabsvelden by investing R65 million into Neosho, which owns Moabsvelden. A condition of Thebe Mining’s investment into Neosho was that Neosho would buy back the 26% equity interest currently held in Neosho by the Founding Shareholders. Following the completion of the Thebe Mining investment, ownership of Moabsvelden will be held 30% by Thebe Mining and 70% by Xceed. A sunset date for the proposed investment by Thebe Mining of 30 June 2014 exists under the agreements entered into between Xceed and Thebe Mining.

Thebe Mining’s investment funds of R65 million have been deposited into an escrow account and will be released to Neosho once the conditions precedent of the Thebe Mining investment have been satisfied.

In March 2013, Xceed received and accepted a credit approved offer of project development finance for Moabsvelden from Standard Bank totalling R220 million inclusive of capitalised interest and cost overrun facilities.

To date Xceed has received two of the three key regulatory permits required for Moabsvelden, being the Mining Right and environmental approval. An application for an integrated water use licence has been submitted and is being processed by the DWA.

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Xceed received notice of appeals lodged by two related parties with the Mpumalanga Provincial Government against the environmental approval received by Xceed for the development of Moabsvelden.

Xceed does not believe that the grounds for appeal have merit and, through its legal counsel, will oppose the appeals.

7.2 Historical financial information

The audited consolidated historical financial information of Xceed for the financial year ended 30 June 2013, and independently reviewed consolidated historical financial information for the years ended 30 June 2012 and 30 June 2011 is set out in Annexure 3 to the Circular. The Xceed Directors and Keaton Directors are responsible for the accuracy of the relevant financial information extracted from the year-end statements of Xceed. The Independent Reporting Accountant in relation to Xceed’s report on the historical financial information of Xceed is set out in Annexure 4 to the Circular.

8. STATEMENT AS TO WORKING CAPITAL

The Board of Directors is of the opinion that the working capital available to Keaton and its subsidiaries is adequate for its requirements for a period of at least 12 months from the date of issue of this Summary Circular.

The Board of Directors is of the opinion that:

• Keaton and its subsidiaries will be able, in the ordinary course of business, to pay their debts for a period of 12 months from the date of the issue of this Summary Circular;

• the assets of Keaton and its subsidiaries will be in excess of their liabilities for a period of 12 months after the date of the issue of this Summary Circular;

• the share capital and reserves of Keaton and its subsidiaries will be adequate for ordinary business purposes for a period of 12 months after the date of the issue of this Summary Circular; and

• the working capital of Keaton and its subsidiaries will be adequate for ordinary business purposes for a period of 12 months after date of the issue of this Summary Circular.

9. APPLICATION FOR LISTING

Keaton has applied for the listing of the New Keaton Shares to be issued to Plusbay. The JSE will approve the listing of up to 32 647 838 New Keaton Shares in aggregate, subject to the passing of the necessary Resolutions at the General Meeting and approval of the Scheme by Xceed Shareholders and the Court. The date of the listing of the New Keaton Shares will be confirmed and announced once all the Conditions Precedent have been fulfilled.

10. OPINION AND RECOMMENDATIONS

The Independent Expert has considered the terms and conditions of the Specific Issue and the Transaction and, based on and subject to the conditions set out in their opinion letter, is of the opinion that the terms and conditions of the Specific Issue and the Transaction, based on quantitative considerations, are fair to Keaton Shareholders.

The Board has considered the terms and conditions of the Transaction and the Specific Issue and recommends that Keaton Shareholders vote in favour of the Resolutions to be proposed at the General Meeting. The Directors intend to vote, in respect of any Keaton Shares held by them, in favour of the requisite Resolutions.

The Board has considered the terms of the Off-take Agreement and is of the opinion that the Off-take is being concluded on normal commercial terms.

Due to his employment with Gunvor, Dirk Jonker, a Director of Keaton, was excluded from the deliberations and the recommendation of the Specific Issue. He was also excluded from the Board opinion regarding the Off-take.

11. CONSENTS

Each of Qinisele Resources, Ceres Capital, Norton Rose Fulbright, Webber Wentzel, Ashurst, Nedbank Capital, BDO, KPMG, Moore Stephens, Gemecs, Venmyn Deloitte and Computershare have consented in writing to act in the capacities stated, to their names being stated in this Summary Circular, and had not withdrawn such consent prior to the publication of this Summary Circular.

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12. GENERAL MEETING

12.1 Notice of General Meeting

A notice convening the General Meeting is attached to the Summary Circular. The General Meeting will be held at the Vermillion Room, Wanderers Building, The Campus, 57 Sloane Street, Bryanston on Thursday, 23 January 2014 commencing at 10:00.

12.2 Dematerialised Keaton Shareholders, other than own-name Dematerialised Keaton Shareholders

If you have not been contacted by your CSDP or broker, it is advisable for you to contact your CSDP or broker and furnish them with your instructions. If your CSDP or broker does not obtain instructions from you, they will be obligated to act in terms of your mandate furnished to them. Such holders of Dematerialised Keaton Shares, other than own-name Dematerialised Keaton Shareholders, must not complete the attached form of proxy (blue), unless you advise your CSDP or broker in the manner and cut-off time stipulated by your CSDP or broker, that you wish to attend the General Meeting or send a proxy. If you wish to attend the General Meeting, you must request your CSDP or broker to issue the necessary letter of representation to you, to enable you to attend or be represented at the General Meeting.

12.3 Own-name Dematerialised Keaton Shareholders and Certificated Keaton Shareholders

If your Keaton Shares have been Dematerialised but are recorded in the register of Keaton in your own name or if your Keaton Shares have not been Dematerialised you can attend and vote at the General Meeting. If you are unable to attend the General Meeting and wish to be represented thereat, you must complete the attached form of proxy (blue) in accordance with the instructions therein and lodge it with or post it to the Transfer Secretaries, to be received by no later than 10:00 on Tuesday, 21 January 2014 (or 24 hours before the adjourned General Meeting which date, if necessary, will be released on SENS and published in the South African press). A form of proxy for use by own name Dematerialised Keaton Shareholders and Certificated Keaton Shareholders only, at the General Meeting is included with the Summary Circular. Instructions for its completion and lodging with the Transfer Secretaries are contained on the form.

12.4 Keaton Shareholder approval

The Specific Issue and the Transaction are subject to the approval of Keaton Shareholders present or represented by proxy at the General Meeting and entitled to vote, as set out in the notice of General Meeting.

12.5 Voting rights

All issued Keaton Shares rank pari passu with each other.

At the General Meeting, every Keaton Shareholder present or represented by proxy shall have one vote on a show of hands, and on a poll, one vote for every Keaton Share held.

This Summary Circular was issued in accordance with the Listings Requirements.

Mandi Glad

20 December 2013

Registered Office Transfer Secretaries

Ground Floor, Eland House Computershare Investor Services Proprietary LimitedThe Braes (Registration number 2004/003647/07)3 Eaton Avenue 70 Marshall StreetBryanston, 2191 Johannesburg, 2001(Postnet Suite 464, Private Bag X51, Bryanston, 2021) (PO Box 61051, Marshalltown, 2107)

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Annexure 1

ANNEXURE 1: VENMYN DELOITTE COVERING LETTER

27 September 2013 The Directors Keaton Energy Holdings Limited Ground Floor, Eland House, The Braes 3 Eaton Rd, Bryanston, Republic of South Africa

MOABSVELDEN, BANKFONTEIN AND ROODEPOORT PROJECTS SUBMISSION TO THE JSE

Dear Sirs

This letter serves to summarise the results of three Competent Persons Reports (CPRs) prepared by Gemecs (Pty) Ltd for Xceed Resources Ltd (Xceed) on the Moabsvelden, Bankfontein and Roodepoort Projects and the Independent Mineral Asset Valuation Report prepared by Venmyn Deloitte (Pty) Ltd (Venmyn Deloitte) for RSM Bird Cameron (RSM) on the same assets.

The combination of these three CPRs and a single valuation report will ensure that the requirements of the JSE Listing Requirements Section 12, the South African Code for the Reporting of Exploration Results, Mineral Resources and Mineral Reserves (SAMREC Code) and the South African Code for the Reporting of Mineral Asset Valuation (SAMVAL Code) are met for the proposed acquisition of Xceed by Keaton Energy Holdings Limited (Keaton Energy). Venmyn Deloitte understands that Xceed and Keaton intend to enter into a transaction (the transaction) whereby Keaton will acquire all of the issued shares of Xceed, resulting in Xceed becoming a subsidiary of Keaton. The full CPRs and the Mineral Asset Valuation Report are available for scrutiny on the Keaton Energy website.

-

Legal Tenure of Assets

PROJECT FARMS TYPE OF RIGHT

FARM SIZE (Ha)

HOLDING COMPANY

XCEED STAKE

DATE OF GRANTING

EXPIRY DATE COMMENTS

Moabsvelden

Portion 8 of Farm Moabsvelden 248 IR

Mining Right 250.00Neosho Trading 86 (Pty) Limited

74% 19-Apr-13

Unknown The Mining Right has not yet been executed.

The Mining Right was granted on 19th

April 2013 but has not yet been executed.

Bankfontein

Portions 1, 10 and 13 of Farm Bankfontein 215 IS

Prospecting Right 913.12

HampfunaMining and Exploration (Pty) Limited

15% 25-Aug-09 24-Aug-12

Application for renewal of the Prospecting Right was submitted to the DMR on 31st

May 2012

Roodepoort

Portions 6, 11, 12 and 17 of Farm Roodepoort 40 IS and Portion 6 of Farm Diepspruit 41 IS

Prospecting Right 1,120.25

Hampfuna Mining and Exploration (Pty) Limited

15% 25-Aug-09 24-Aug-13

Application for renewal of the Prospecting Right was submitted to the DMR on 30th

July 2013

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2

Gemecs was commissioned by Xceed to produce independent CPRs on the coal resources of the Moabsvelden, Bankfontein and Roodepoort Projects. The CPRs were prepared in partial fulfilment of the requirements of the SAMREC Code and JSE Listing Requirements Section 12, as they exclude mineral asset valuations of the respective projects. All the requirements of the SAMREC Code Table 1 and the JSE Section 12 have been complied with, excluding those associated with the valuation report prepared by Venmyn Deloitte.

Moabsvelden The Moabsvelden Mining Right covers Portion 8 of Farm Moabsvelden 248 IR, situated approximately 13km east of the town of Delmas in the Mpumalanga Province of South Africa. It is a development project located in the Witbank Coalfield and covers an area of 250ha.

Moabsvelden Mining Right is held by Neosho Trading 86 (Pty) Limited (Neosho). Neosho is 74% owned by Focus Coal Investments (Pty) Ltd (Focus Coal), a wholly owned subsidiary of Xceed. The remaining 26% is owned by Focus CoalBlack Economic Empowerment (BEE) partners consisting of Mr Dan Lucas Sikhosana, Mrs Anna Percy Sikhosana and Mrs Mbabazini Esther Dhladhla (collectively the Founding Shareholders).

Prospecting for coal on Moabsvelden Portion 8 started in 2010 and was carried out on behalf of Focus Coal. Ten boreholes were drilled. In 2011 Xceed drilled another twenty-nine boreholes in an effort to increase the geological confidence over the property.

A mining right in terms of Section 23(1) of the Mineral and Petroleum Resources Development Act, 2002 (Act 28 of 2002) (MPRDA) was granted to Neosho in April 2013. However, in terms of Section 23(5) of Act 28 of 2002, the mining right only became effective on the date on which the Environmental Management Progamme (EMP) for Moabsvelden was approved, 10th September 2013.

Coal resources were modelled , estimated and reported for the Moabsvelden Project. Gross in situ coal resources and carbonaceous in-seam partings were reported for the Mid and Bottom Seams. Minimum seam thickness cut offs of 0.50m were applied (no thickness cut offs were applied for the in-seam partings). Gross in situ coal resources were reported for the Mid and Bottom Seams, excluding the three major in-seam partings identified in the Bottom Seam. Quality cut offs of ash values less than 50% and dry ash free volatiles of more than 27% were applied.

The coal resource estimate for the project was completed in July 2013 by Gemecs using the guidelines of the JORC and SAMREC Codes. The total estimate was based upon results from a total of 36 diamond drill holes. The Moabsvelden coal resource statement is presented in the table below:-

Moabsvelden Gross in situ Coal Resources (Gemecs, July 2013) RAW QUALITIES (AIR DRY)

RESOURCES GTIS RD ASH IM CV VM TS TPS DAFVCLASSIFICATION (Mt) (%) (%) (MJ/kg) (%) (%) (%) (%)

Measured 63.00 1.67 36.30 3.90 17.40 20.30 0.81 0.04 33.90Indicated 2.35 1.65 34.70 3.90 18.40 20.10 0.72 0.02 30.50

TOTAL / AVE RESOURCE 65.35 1.67 36.24 3.90 17.44 20.29 0.81 0.04 33.78

A Feasibility Study was completed on Moabsvelden by Belton Projects and Exploration (Pty) Ltd (Belton) in April 2012 which concluded that the Project was economically viable and ready for financing and construction at that time. Belton declared a Mineable tonnes in situ reserve of 43Mt based upon a mining grid scheduling model with 350m by 45m mining blocks.

Bankfontein The Bankfontein Project is located in the Ermelo Coalfield, in the Breyten District of the Mpumalanga Province approximately 250km east of Johannesburg and north of the town of Breyten. The Project comprises Portions 1, 10, and 13 of the farm Bankfontein 215 IS and covers an area of 913.12ha. It is an advanced exploration project.

Bankfontein is 100% owned by Hampfuna Mining and Exploration (Pty) Limited (Hampfuna), in which Focus Coal hasearned a 15% shareholding through the funding of exploration to date.

Historical data and data from newly drilled boreholes were used to construct a physical and raw analysis geological model

estimated only for Seams A-Lower, B-Lower, C-Lower and the D seam.

Coal resources for Bankfontein have been classified in the Indicated and Inferred categories as defined under SAMREC.The combined Indicated and Inferred coal resource is 19.76Mt at an average calorific value of 22.40MJ/kg. The coalresource Statement for Bankfontein is shown in the table to follow:-

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3

Bankfontein Mineral Resource Statement (Gemecs, July 2013) RAW QUALITIES (AIR DRY)

SEAM NAME

RESOURCES CLASSIFICATION

COAL AREA

AVER. SEAM

THICKNESSGTIS RD AS CV IM VM TS DAFV

(ha) (m) (Mt) (%) (MJ/kg) (%) (%) (%) (%)

SBLIndicated

0.00 2.15 4.59 1.63 31.80 20.60 3.10 2.40 0.53 32.80SCL 99.60 0.95 1.35 1.53 23.70 23.70 2.90 24.80 0.82 33.80SD 13.80 0.55 0.12 1.51 21.00 25.10 2.70 24.20 1.07 31.60

TOTAL / AVE INDICATED 113.40 1.22 6.05 1.56 25.50 23.13 2.90 17.13 0.81 32.73SAL

Inferred

63.20 0.64 0.60 1.49 15.90 26.80 3.50 28.00 0.53 34.70SBL 0.00 1.87 7.04 1.63 31.40 20.67 3.13 22.43 0.22 34.23SCL 218.50 0.82 2.86 1.64 33.67 19.27 2.87 20.37 0.56 32.10SD 224.10 0.82 3.21 1.66 33.40 20.13 2.97 20.00 0.88 31.70

TOTAL / AVE INFERRED 505.80 1.04 13.71 1.60 28.59 21.72 3.12 22.70 0.55 33.18TOTAL / AVE RESOURCE 19.76 22.40

Roodepoort The Roodepoort Project is located 7km north of the town of Kriel in the Mpumalanga Province of South Africa and consists of Portions 6, 11, 12 and 17 of the farm Roodepoort 40 IS and Portion 6 of the farm Diepspruit 41 IS. It covers an area of 1,120.25ha. It is an advanced exploration project.

Roodepoort is owned by Hampfuna, in which Focus Coal has a 15% shareholding.

Twenty-three boreholes were drilled during the latter part of 2011 and the beginning of 2012. The borehole information was used to create a geological model . Drilling was limited to portions 6 and 12 of Roodepoort and portion 6 of Diepspruit.

All resources were limited by farm boundaries and a minimum seam thickness of 0.5m. The project hosts an estimated coalresource of 29Mt at an estimated calorific value of 14.85MJ/kg. The No.4, 2 and 1 seams were intersected, but the seams with current economic potential are the 2 Upper, 2 Lower and 1 seams. The SAMREC coal resource estimation was carried out by Gemecs in July 2013 and is shown in the table below:-

Roodepoort Gross In Situ Coal Resource Statement (Gemecs, July 2013) ROODEPOORT 40 IS GTIS RESOURCE TONNAGES, JULY 2013

RAW QUALITIES (AIR DRY)

SEAM NAME

RESOURCES CLASSIFICATION

COAL AREA

AVER. SEAM THICKNESS GTIS RD AS CV IM VM TS

(ha) (m) (Mt) (%) (MJ/kg) (%) (%) (%)

S2U

Measured

117.56 2.49 6.22 1.77 44.85 14.65 2.45 17.35 0.65S2L 89.33 1.43 2.38 1.79 46.50 14.20 2.30 17.45 0.35S1A 16.17 0.86 0.21 1.51 24.80 24.10 2.00 29.20 0.80S1 67.70 1.04 1.05 1.49 22.70 24.00 2.70 23.00 1.50

TOTAL / AVE MEASURED 1.46 9.86 1.74 42.46 15.74 2.43 18.23 0.67S2U

Indicated

176.73 2.71 8.46 1.85 49.70 12.70 2.45 16.90 0.65S2L 143.87 1.46 3.78 1.72 40.35 16.35 2.40 19.25 0.60S1A 3.26 0.67 0.03 1.52 25.90 23.60 1.90 28.30 0.70S1 99.50 0.88 1.32 1.59 27.25 22.40 2.55 21.25 0.75

TOTAL / AVE INDICATED 1.43 13.59 1.79 44.87 14.68 2.44 18.00 0.65S2U

Inferred

82.77 1.76 2.73 1.91 52.80 11.80 2.60 16.40 0.90S2L 108.97 1.11 2.24 1.87 49.10 13.50 2.40 17.30 0.70S1A 14.30 0.74 0.17 1.58 27.40 23.30 1.60 29.50 1.10S1 67.10 0.69 0.72 1.55 25.90 22.80 2.90 22.90 0.90

TOTAL / AVE INFERRED 1.08 5.86 1.84 47.34 14.13 2.53 17.92 0.83TOTAL / AVE RESOURCE 29.31 14.93

Mineral Asset Valuation Venmyn Deloitte, a subsidiary of Deloitte Consulting (Pty) Limited, was commissioned by to prepare an Independent Mineral Asset Valuation Report on the mineral assets of Xceed. In preparing this valuation, Venmyn Deloitte has complied with the requirements of the SAMVAL Code.

The effective date of this assessment is 23rd August 2013.

27

4

The strict definition of an asset is taken from the International Financial Reporting Standards (IFRS) which sta anasset is a resource controlled by an entity as a result of past events and from which future economic benefits are expected to flow arially executed, the definition of an asset is not met and therefore, the value is deemed to be zero.

conducted a mineral asset valuation according to the stipulations of the SAMVAL Code on the basis of available exploration and processing data using methods appropriate for the development status of each of the projects. To this end, appropriate valuation methods were used and each mineral asset was examined on its merits and demerits.

Since the individual projects are at different stages of production and development, different valuation approaches were adopted. The three main valuation approaches, as stipulated in the code, include the Cost Approach, the Market / Comparative Approach and the Income / DCF Approach. The valuation approaches incorporate the respective CoalResource and Coal Reserve categories on the following basis:-

stage of development;

level of geological confidence in the interpretation of the geology and mineralisation;

the depth of the defined Coal Resources and Coal Reserves relative to surface i.e. whether the undeveloped Coal Resources are likely to be mined early, or later in the production plan, and at what relative cost;

the availability of existing mining infrastructure and mineral production within the project area, i.e. whether the undeveloped Coal Resources and Coal Reserves are likely to be mined as an extension of a pre-existing operation; and

relative difficulty or ease of mining conditions largely due to complex geological structures, and whether or not they are conducive to mechanised mining.

-

Development Classification of Mineral Assets PROJECT TYPE

Moabsvelden Development Projects Roodepoort Advanced ExplorationBankfontein Advanced Exploration

-

Valuation Approaches and Methodologies Applied for Mineral Assets MINERAL ASSET VALUATION METHOD

COST MARKET DCFMoabsvelden No Yes Yes*Roodepoort Yes Yes NoBankfontein Yes Yes No

* - Primary method of valuation

Venmyn and the results, which are presented in detail in the Mineral Asset Valuation Report, are summarised in the table below:-

Xceed Mineral Asset Valuation Summary, 23rd August 2013

MINERAL ASSET XCEED STAKE

VALUATION METHOD(XCEED ATTRIBUTABLE) (ZARm)

XCEED ATTRIBUTABLE VALUE RANGE (ZARm)

COST MARKET DCF LOWER UPPER PREFERREDMoabsvelden* 74% - 285.80 536.23 285.80 536.23 536.23 Roodepoort 15% 2.70 17.15 - 2.70 17.15 9.93 Bankfontein 15% 2.88 4.55 - 2.88 4.55 3.72

TOTAL 291.38 557.94 549.87 * - The DCF value has been selected as the Preferred Value for Moabsvelden as we are of the opinion that the DCF method gives a fair reflection of the intrinsic value of this mineral asset.

Venmyn Deloitte concludes that the Fair Value of the mineral assets attributable to Xceed is ZAR549.87m with a lower value of ZAR291.38m and an upper value of ZAR557.94m.

28

5

Venmyn Deloitte carried out sensitivity analyses on the Moabsvelden Project cashflow model and results showed that the project is most sensitive to the coal price. The valuation ranges attributable to the Moabsvelden Project are presented graphically below and these ranges are based on various combinations of discount rates, exchange rate and metal prices.

hlighted boxes represent the value ranges within which RSM can form their opinion with regards the values of Moabsvelden that theywill use in their IER.

!"#$%&'()'*+,--./$0-#$('+1#(0'+2#*3'%+++

++

Yours faithfully

0

100

200

300

400

500

600

700

800

12.75% 13.75% 14.75% 15.75% 16.75%

Xcee

d At

trib

utab

le P

roje

ct N

PV (Z

ARm

)

Discount Rate (Real)

Valuation Range Preferred Value Lower Range Upper Range

A.N.CLAY M.Sc. (Geol.), M.Sc. (Min. Eng.), Dip. Bus. M.FAusIMM, MSAIMM, FGSSA, MAIMA, MSPEPr. Sci. Nat.COMPETENT PERSON AND COMPETENT VALUATOR

29

(Incorporated in the Republic of South Africa)(Registration number 2006/011090/06)Share code: KEH ISIN: ZAE000117420

NOTICE OF GENERAL MEETING OF KEATON SHAREHOLDERS

Unless the contrary appears from the context, the definitions commencing on page 5 of this Summary Circular of which this notice of General Meeting forms part apply, mutatis mutandis, to this notice of General Meeting.

Notice is hereby given that a General Meeting of Keaton Shareholders will be held at the Vermillion Room, Wanderers Building, The Campus, 57 Sloane Street, Bryanston on Thursday, 23 January 2014, commencing at 10:00 for the purpose of considering and, if deemed fit, passing with or without modification, the following Resolutions:

ORDINARY RESOLUTION NUMBER 1

Approval of the Specific Issue

“RESOLVED that, in terms of the Listings Requirements and subject to the adoption of Ordinary Resolution Number 2, Plusbay, a material Shareholder of the Company and hence a Related Party to Keaton, shall subscribe for and be issued 32 647 838 New Keaton Shares at the Issue Price as set out in paragraph 3.1 of the Circular and on the terms contained in the Subscription Agreement.”

NOTE TO ORDINARY RESOLUTION NUMBER 1

In terms of the Listings Requirements, this Ordinary Resolution Number 1 must be supported by at least 75% of the voting rights exercised on this Ordinary Resolution Number 1 for it to be approved.

Gunvor, Plusbay and their associates will not be entitled to vote on this Ordinary Resolution Number 1.

EXPLANATORY NOTE TO ORDINARY RESOLUTION NUMBER 1

The adoption of this Ordinary Resolution Number 1 will authorise the Company to issue 32 647 838 New Keaton Shares to Plusbay at the Issue Price.

ORDINARY RESOLUTION NUMBER 2

Approval of the Transaction

“RESOLVED that, in terms of the Listings Requirements and subject to adoption of Ordinary Resolution Number 1, the Company will acquire the entire issued share capital of Xceed by way of the Scheme, in accordance with Part 5.1 of the Australian Corporations Act, as set out in paragraph 2 of the Circular and on the terms contained in the Scheme Implementation Deed. The Transaction constitutes a Category 1 Transaction in terms of the Listings Requirements.”

NOTE TO ORDINARY RESOLUTION NUMBER 2

In terms of the Listings Requirements, this Ordinary Resolution Number 2 must be supported by more than 50% of the voting rights exercised on this Ordinary Resolution Number 2 for it to be approved.

EXPLANATORY NOTE TO ORDINARY RESOLUTION NUMBER 2

The adoption of this Ordinary Resolution Number 2 will authorise the Company to acquire the entire issued share capital of Xceed by way of the Scheme.

30

ORDINARY RESOLUTION NUMBER 3

Directors’ authority to sign and do all such things and take such further steps

“RESOLVED that, subject to the passing of the aforementioned Resolutions, any Director of the Company be and is hereby authorised to take all steps necessary, to effect Ordinary Resolutions Numbers 1 and 2 (and any such amendments as may be authorised) and to do all things necessary, perform all acts necessary and sign all documents necessary to implement Ordinary Resolutions Numbers 1 and 2 and, insofar as any actions have been taken by any person in relation to the above, those actions are ratified.”

NOTE TO ORDINARY RESOLUTION NUMBER 3

In terms of the Listings Requirements and the Companies Act, this Ordinary Resolution Number 3 must be supported by more than 50% of the voting rights exercised on this Ordinary Resolution Number 3 for it to be approved.

EXPLANATORY NOTE TO ORDINARY RESOLUTION NUMBER 3

The adoption of this Ordinary Resolution Number 3 will authorise the Directors to sign and do all such things and to sign all documents including Company forms and take all such actions as they consider necessary to give effect to and implement the aforementioned Ordinary Resolutions Numbers 1 and 2 and will ratify any actions taken to date.

Voting and proxies

A Keaton Shareholder entitled to attend and vote at the General Meeting is entitled to appoint one or more proxies to attend, speak, and vote in his/her stead. A proxy need not be a member of the Company. For the convenience of Certificated Keaton Shareholders or Dematerialised Keaton Shareholders with own-name registration, a form of proxy (blue) is attached hereto. Duly completed forms of proxy must be lodged with the Transfer Secretaries, Computershare Investor Services Proprietary Limited, at the address below by no later than 10:00 on Tuesday, 21 January 2014.

Dematerialised Keaton Shareholders without own-name registration must advise their CSDP or broker of their voting instructions should they be unable to attend the General Meeting but wish to be represented thereat. Dematerialised Keaton Shareholders without own-name registration should contact their CSDP or broker with regard to the cut-off time for their voting instructions. If, however, such members wish to attend the General Meeting in person, then they will need to request their CSDP or broker to provide them with the necessary letter of representation in terms of the custody agreement entered into between the Dematerialised Keaton Shareholders and their CSDP or broker.

Hand deliveries to:Ground Floor70 Marshall StreetJohannesburg, 2001

Postal deliveries to:PO Box 61051Marshalltown2107

The record date for the purpose of determining which Keaton Shareholders are entitled to participate in and vote at the General Meeting shall be Friday, 17 January 2014.

Forms of proxy are to be received by no later than 10:00 on Tuesday, 21 January 2014 (or 24 hours before any adjourned General Meeting which date, if necessary, will be released on SENS).

By order of the Board

M Glad

20 December 2013Johannesburg

Registered OfficeGround Floor, Eland HouseThe Braes, 3 Eaton AvenueBryanston, 2191(PO Box 652836, Benmore, 2010)

PRINTEDBYINCE(PTY)LTD REF.W2CF16953

(Incorporated in the Republic of South Africa)(Registration number 2006/011090/06)Share code: KEH ISIN: ZAE000117420

FORM OF PROXY

The definitions commencing on page 5 of the Summary Circular to which this form of proxy is attached apply, mutatis mutandis, to this form of proxy.

This form of proxy is for the use by Certificated Keaton Shareholders or Dematerialised Keaton Shareholders with own-name registration (“own-name Dematerialised Keaton Shareholders”) only. Dematerialised Keaton Shareholders without own-name registration are requested to refer to the “Action required by Keaton Shareholders” provided on page 3 of the Summary Circular to which this form of proxy is attached, for a full understanding of the action required by them.

For use by Certificated Keaton Shareholders and own-name Dematerialised Keaton Shareholders only, at the General Meeting of the Company to be held at the Vermillion Room, Wanderers Building, The Campus, 57 Sloane Street, Bryanston on Thursday, 23 January 2014, commencing at 10:00, or at any adjournment thereof.

Any Keaton Shareholder entitled to vote at the General Meeting may appoint a proxy or proxies to attend, speak and vote in his/her stead. A proxy need not be a Shareholder of the Company.

I/We (full names)

of (address)

being the holder(s) of Keaton Shares

do hereby appoint (see note 2):

1. of or failing him/her,

2. of or failing him/her,

3. the Chairperson of the General Meeting,

as my/our proxy to act for me/us and on my/our behalf at the General Meeting which will be held for the purpose of considering and, if deemed fit, passing, with or without modification, the Resolutions to be proposed at the General Meeting and at any adjournment thereof; and to vote for and/or against such Resolutions and/or abstain from voting in respect of the Keaton Shares registered in my/our name(s), in accordance with the following instructions (see note 2):

Number of Keaton Shares

For Against Abstain

Ordinary Resolution Number 1 – Approval of the Specific Issue

Ordinary Resolution Number 2 – Approval of the Transaction

Ordinary Resolution Number 3 – Directors’ authority to sign and do all such things and take such further steps

*Note: Please indicate with an “x” or the number of Keaton Shares in the spaces above how you wish your votes to be cast. If no indication is given, the proxy will vote or abstain in his/her discretion.

Signed at on 2013/2014

Signature/s

Name in BLOCK LETTERS (full name if signing in a representative capacity)

Assisted by (where applicable)

Please read the notes on the reverse hereof.

Notes:

This form of proxy must only be used by Certificated Keaton Shareholders or own-name Dematerialised Keaton Shareholders.

1. A Keaton Shareholder entitled to attend and vote may insert the name of a proxy or the names of two alternative proxies of the Shareholder’s choice in the space provided, with or without deleting “the Chairperson of the General Meeting”. A proxy need not be a Shareholder of the Company. The person whose name stands first on this form of proxy and who is present at the General Meeting will be entitled to act as proxy to the exclusion of those whose names follow.

2. A Keaton Shareholder is entitled to one vote on a show of hands, and on a poll, a Keaton Shareholder is entitled to one vote for each Keaton Share held. A Keaton Shareholder’s instructions to the proxy must be indicated by inserting the relevant number of votes exercisable by the Keaton Shareholder in the appropriate box. Failure to comply with this will be deemed to authorise the proxy to vote or to abstain from voting at the General Meeting as he/she deems fit in respect of all the Keaton Shareholder’s votes.

3. A vote given in terms of an instrument of proxy shall be valid in relation to the General Meeting, notwithstanding the death of the person granting it, or the revocation of the proxy, or the transfer of the Keaton Shares in respect of which the vote is given, unless an intimation of such death, revocation or transfer is received by the Transfer Secretaries, not less than 24 hours before the commencement of the General Meeting.

4. If a Keaton Shareholder does not indicate on this form of proxy that his/her proxy is to vote in favour of or against any Resolution or to abstain from voting, or gives contradictory instructions, or should any further resolution(s) or any amendment(s) which may properly be put before the General Meeting be proposed, the proxy shall be entitled to vote as he/she thinks fit.

5. The Chairperson of the General Meeting may reject or accept any form of proxy which is completed and/or received, other than in compliance with these notes.

6. The completion and lodging of this form of proxy will not preclude the relevant Keaton Shareholder from attending the General Meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should such Keaton Shareholder wish to do so.

7. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity must be attached to this form of proxy, unless previously recorded by the Company or unless this requirement is waived by the Chairperson of the General Meeting.

8. A minor or any other person under legal incapacity must be assisted by his/her parent or guardian, as applicable, unless the relevant documents establishing his/her capacity are produced or have been registered by the Company.

9. Where there are joint holders of Keaton Shares:

• any one holder may sign this form of proxy;

• the vote(s) of the senior Keaton Shareholder (for that purpose seniority will be determined by the order in which the names of Keaton Shareholders appear in the Company’s register of Keaton Shareholders) who tenders a vote (whether in person or by proxy) will be accepted to the exclusion of the vote(s) of the other joint Keaton Shareholder(s).

10. Forms of proxy should be lodged with or mailed to the Transfer Secretaries, Computershare Investor Services Proprietary Limited:

Hand deliveries to:Ground Floor70 Marshall StreetJohannesburg, 2001

Postal deliveries to:PO Box 61051Marshalltown2107

to be received by no later than 10:00 on Tuesday, 21 January 2014 (or 24 hours before any adjourned General Meeting which date, if necessary, will be released on SENS and published in the South African press).

11. Any alteration or correction made to this form of proxy, other than the deletion of alternatives, must be initialled by the signatory/ies.