This Circular is important and requires your immediate attention

The definitions and interpretations commencing on page 5 of this Circular apply, mutatis mutandis, throughout this Circular including this cover page.

If you are in any doubt as to what action you should take arising from this 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 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 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

CIRCULAR TO KEATON SHAREHOLDERS regarding:

• 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.

Joint Financial Advisor s 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 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, 21 96)

Legal Advisor in Australia Investment Bank and Sponsor

Ashurst AustraliaLevel 32, Exchange Plaza2 The EsplanadePerth Western 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 Drive WoodmeadSandton2191(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 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

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. Information relating to Xceed 21

8. Information relating to Keaton 24

9. Statement as to working capital 33

10. Expenses 33

11. Exchange Control 33

12. Application for listing 33

13. Opinion and recommendations 33

14. Responsibility statement 34

15. Consents 34

16. General Meeting 34

17. Documents available for inspection 35

ANNEXURE 1 PRO FORMA FINANCIAL INFORMATION 36

ANNEXURE 2 INDEPENDENT REPORTING ACCOUNTANTS’ REPORT ON THE PRO FORMA FINANCIAL INFORMATION 42

ANNEXURE 3 HISTORICAL FINANCIAL INFORMATION OF XCEED 44

ANNEXURE 4 INDEPENDENT REPORTING ACCOUNTANTS’ REPORTS ON THE HISTORICAL FINANCIAL INFORMATION OF XCEED 93

ANNEXURE 5 OPINION LETTER OF THE INDEPENDENT EXPERT 97

ANNEXURE 6 VENMYN DELOITTE REPORT 102

ANNEXURE 7 COMPETENT PERSON S’ REPORTS 103

ANNEXURE 8 KEATON MATERIAL LOANS 104

ANNEXURE 9 KEATON TRADING HISTORY ON THE JSE 106

ANNEXURE 10 CORPORATE GOVERNANCE 108

ANNEXURE 11 VENMYN DELOITTE LETTER 112

ANNEXURE 12 VENMYN DELOITTE COVERING LETTER 113

Notice of General Meeting of Keaton Shareholders 114

Form of proxy (blue) Attached

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ACTION REQUIRED BY KEATON SHAREHOLDERS

The definitions and interpretations commencing on page 5 of this 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 Circular contains information relating to the Transaction and the Specific Issue. You should read this 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 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 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.

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SALIENT DATES AND TIMES

The definitions and interpretations commencing on page 5 of this 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 Circular is 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 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);

“Asambeni” Asambeni Proprietary Limited (registration number 2003/003913/07), a private company incorporated and registered in South Africa;

“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 20 of this Circular;

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

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

“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 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 Person s’ Report” or “CPR” independent competent person s’ 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;

“Dematerialis ed” 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);

“DRA” or “DRA Mineral Projects” DRA Mineral Projects Proprietary Limited (registration number 2005/042496/07, a private company incorporated and registered in South Africa;

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

“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;

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“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;

“Exchange Control Regulations” the Exchange Control Regulations of South Africa, as amended, promulgated in terms of section 9 of the South African Currency and Exchanges Act, 1933 (Act 9 of 1933), as amended;

“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;

“Hampfuna” Hampfuna Mining and Exploration Proprietary Limited (registration number 2002/020821/07), a private company incorporated and registered in South Africa;

“HFI” historical financial information;

“IDC” Industrial Development Corporation of South Africa Limited (registration number 1940/004201/06), a national development finance institution incorporated and registered in South Africa;

“IFRS” International Financial Reporting Standards;

“IT” information technology;

“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;

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

“JIBAR” Johannesburg interbank agreed rate;

“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;

“KATS” Keaton Administration and Technical Services Proprietary Limited (registration number 2007/004778/07), a private company incorporated and registered in South Africa and a wholly-owned subsidiary of Keaton;

“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 Mining” Keaton Mining Proprietary Limited (registration number 2006/017998/07), a private company incorporated and registered in South Africa and a 74% owned subsidiary of Keaton;

“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 this Circular, being, Monday, 9 December 2013;

“LBC” Leeuw Braakfontein Colliery Proprietary Limited (registration number 2003/003619/07), a private company incorporated and registered in South Africa and a 74% owned subsidiary of Keaton;

“LIBOR” London interbank offered rate;

“LME” Leeuw Mining and Exploration Proprietary Limited (registration number 2002/000483/07), a private company incorporated and registered in South Africa and a subsidiary of Keaton;

“LOM” life of mine;

“Lombard Insurance” Lombard Insurance Company Limited (registration number 1990/001253/06), a private company incorporated and registered in South Africa;

“Listings Requirements” the Listings Requirements of the JSE;

“Megacube” Megacube Proprietary Limited (registration number 1989/000748/07), a private company incorporated and registered in South Africa;

9

“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;

“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 Information” the pro forma financial information 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;

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“ 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 Circular;

“Richtrau 377” Richtrau 377 Proprietary Limited (registration number 2011/008563/07), a private company incorporated and registered in South Africa and held 15% by Focus Coal Investments and 85% by Hampfuna;

“Richtrau 379” Richtrau 379 Proprietary Limited (registration number 2011/008366/07), a private company incorporated and registered in South Africa and held 15% by Focus Coal Investments and 85% by Hampfuna;

“ROM” run of mine;

“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);

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“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;

“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” the summary circular prepared in terms of the Listings Requirements and posted to Keaton Shareholders;

“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 14 km east of the town of Vryheid, in the Kwa Zulu -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;

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“Venmyn Deloitte Covering Letter” the covering letter prepared by Venmyn Deloitte in relation to the Competent Person s’ Reports and the Venmyn Deloitte Report, which is included as Annexure 12 to this Circular;

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

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

“Vitol SA” Vitol SA (registration number CH 660-0063972-5), a private company incorporated and registered in Switzerland ;

“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;

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

“Workforce” Workforce Proprietary Limited (registration number 1999/006358/07), a private company incorporated and registered in South Africa;

“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 Circular; and

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

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(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

CIRCULAR TO KEATON SHAREHOLDERS

This Circular should be read in its entirety for a complete understanding of the Transaction and the Specific Issue. This 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 this 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 Person s’ Reports in relation to Xceed are included as Annexure 6 and Annexure 7, respectively, to this 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 19.5 Maberley Holdings Pty Ltd 25 000 000 17.79 SF Belben (ATF Belben Family Trust) 11 416 666 8.13 Dow Super Pty Ltd 11 250 000 8.01 SG Growth Equities Pty Ltd 2 640 672 1.88 SF and PJ Belben (ATF Belben Super Fund) 1 182 685 0.84 Dhow Nominees Pty Ltd 1 166 667 0.83 Cenotaph Nominees Pty Ltd 366 667 0.26 Ettenan 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 tha t 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 this 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.

As set out in paragraph 13 below, 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 in Annexure 11 to this Circular.

The Off-take Agreement is available for inspection as set out in paragraph 17 below.

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

20

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

Before the Specific Issue

and the Transaction(1)

After the Specific Issue

and the Transaction(2)

Change(%)

EPS (cents)(3) 19.4 2 2.6 1 6.5 %HEPS (cents)(3) 19.4 6. 4 (67. 0%)NAV (cents)(4) 382 39 8 4.2%NTAV (cents)(4) 166 7 5 (5 4.8%)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 w ere 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;

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

(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 R1 88 629 344;

– 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 w as reclassified from long-term borrowings to short-term borrowings;

(j) cash and cash equivalents ha ve 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 notes on the Pro Forma Financial Information, refer to Annexure 1.

7. 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 coal field. 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 this 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 this Circular.

7.3 Litigation

The Xceed Directors and Keaton Directors are not aware of any legal or arbitration proceedings (including such proceedings that are pending or threatened), involving Xceed or its subsidiaries, which may have, or have had, a significant effect on Xceed’s financial position in the 12 months preceding the Last Practicable Date.

7.4 Material loans

There are no material loans outstanding as at the Last Practicable Date.

No draw down has occurred in respect of the Standard Bank facilities as the relevant documentation is yet to be finalised.

7.5 Other obligations

In terms of the agreed payment structure between Focus Coal Investments and the Founding Shareholders, Focus Coal Investments has an obligation to pay the Founding Shareholders of Neosho an amount of R35 095 234 upon commencement of production at Moabsvelden. Should this payment not be made, Focus Coal Investments’ interest in Neosho will decrease from 74% to 54%.

Xceed is obliged to make monthly cash collateralisation deposits to Lombard Insurance in respect of a rehabilitation guarantee (see paragraph 7.6 below for further information).

7.6 Material changes

The following items had the most significant impact on Xceed’s financial position between 30 June 2013 and the Last Practicable Date:

• Initial deposit of R3 991 965 for the guarantee obtained from Lombard Insurance for the rehabilitation bond lodged with the DMR to effect registration of the Mining Right;

• Payment of guarantee fees of R349 296.90 to Lombard Insurance; and

• Monthly deposits of R219 250 paid to Lombard Insurance to cash collateralise the guarantee provided by Lombard Insurance. The monthly payments commenced with effect from 1 August 2013.

Save for the Scheme (and the costs associated therewith) and the items listed above, there has been no material change in Xceed’s financial or trading position between 30 June 2013 and the Last Practicable Date.

7.7 Material contracts

Save for the Scheme Implementation Deed, the Scheme Amendment Deed and the contracts listed below, Xceed has not entered into any other material contract, otherwise than in the ordinary course of business, within the two years preceding the date of this Circular, or at any time which contains an obligation for settlement that is material to Xceed at the date of this Circular:

• Sale of shares agreement in respect of Neosho between Focus Coal Investments, the Founding Shareholders and Neosho dated 13 August 2010;

• Shareholders’ agreement in respect of Neosho between Focus Coal Investments, the Founding Shareholders and Neosho dated 13 August 2010;

• Share repurchase agreement between Focus Coal Investments, the Founding Shareholders and Neosho dated 2 November 2012;

• Subscription of shares agreement between Thebe Mining, Focus Coal Investments and Neosho dated 6 November 2012;

• Escrow agreement between Thebe Mining, Xceed, Focus Coal Investments and Neosho dated 6 November 2012;

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• Sale of shares in respect of Richtrau 379 between Focus Coal Investments, Hampfuna and Richtrau 379 dated 11 November 2011;

• Shareholders’ agreement in respect of Richtrau 379 between Focus Coal Investments, Hampfuna and Richtrau 379 dated 11 November 2011;

• Sale of shares in respect of Richtrau 377 between Focus Coal Investments, Hampfuna and Richtrau 377 dated 11 November 2011;

• Shareholders’ agreement in respect of Richtrau 377 between Focus Coal Investments, Hampfuna and Richtrau 377 dated 11 November 2011;

• Arranging and underwriting mandate agreement with Standard Bank, Neosho and Xceed dated 11 March 2013;

• Mandate agreement between Roswell Capital Securities LLC and Xceed dated 16 July 2012;

• Escrow Deed between Roswell Capital Securities LLC, Xceed and Steinepreis Paganin dated 14 December 2012; and

• Commission arrangement between Focus Coal Investments, Walter Kojetin and Gerhard Visagie dated 24 September 2010.

7.8 Expenses

The expenses for Xceed, excluding GST, relating to the Scheme are set out below:

Description AU$

Updating of CPRs 2 758Legal fees 209 963Counsel fees 45 000Court fees 16 000Xceed Independent Expert fees 25 000Expert fees – Valuation 63 423Printing fees 37 000ASIC fees 5 200

Total 404 344

7.9 Vendors

Acquisition by Xceed of 100% of the issued share capital of Focus Coal Investments

On 21 December 2010, Xceed entered into a heads of agreement with Focus Coal Investments in terms of which it was agreed that Xceed would purchase 100% of the issued share capital of Focus Coal Investments for the consideration of AU$15 000 000, which was paid to Focus Coal Investments’ shareholders, as follows:

• 25 000 000 Xceed Shares at a deemed issue price of AU$0.20 each; and

• 50 000 000 performance shares in Xceed.

Details of the vendors of Focus Coal Investments are as follows:

Consideration

Vendor name Vendor address

Number of Focus

Coal Investments

shares heldXceed

Shares

Performance shares in

Xceed

Daleglen Holdings Pty Ltd1 54 Chandler Avenue WestFloreat, WA 6014 75 005 12 500 000 25 000 000

Maberley Holdings Pty Ltd2 17/127 Herdsman Parade Wembley, WA 6014 30 002 5 000 000 10 000 000

Dow Super Pty Ltd3 Level 9, 105 St Georges Tce Perth, WA 6000 22 502 3 750 000 7 500 000

Stephen Frank Belben and Belben Family Trust

60 Moray Avenue Floreat WA 6014 22 501 3 750 000 7 500 000

Total 150 010 25 000 000 50 000 000

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Notes:

1. The shareholders of Daleglen Holdings Pty Ltd are Ian Culbert and Teresa Culbert of 54 Chandler Avenue West, Floreat, WA 6014.

2. The shareholders of Maberley Holdings Pty Ltd are William Stuart and Deborah Stuart of 23 Pindari Road, City Beach, WA 6015.

3. The shareholder of Dow Super Pty Ltd is George Cameron-Dow of 23 Plympton Mews, Hillarys, WA 6025.

All the performance shares in Xceed have been converted into Xceed Shares on a one -for -one basis because the prescribed milestones were achieved within the prescribed time periods.

No amounts were paid for goodwill and the vendors did not provide any guarantees.

The vendors are not precluded from carrying on business in competition with Xceed or its subsidiaries and no other restrictions have been imposed on the vendors.

No tax liabilities existed at the time of the acquisition.

Xceed recognised the fair values of the identifiable assets and liabilities of the acquired subsidiaries based on the best information available at the time. Reported business combination accounting was as follows:

Fair value at acquisition

dateAU$’000

Total current assets –

Non-current assetsExploration, evaluation and development 31 335Other assets 19

Total non-current assets 31 354

Total assets 31 354Total liabilities –

Fair value of identifiable net assets 31 354

Acquisition date fair value of consideration transferredFair value of identifiable net assets 31 354Less: Outside equity interests (8 165)

23 189Less: Future cash consideration (6 244)

Shares issued at fair value 16 945

Stephen Belben was a vendor and is a director of Xceed. Daleglen Holdings Pty Ltd was a vendor and is an entity associated with Ian Culbert who is a director of Xceed.

The shares in Focus Coal Investments are held by Xceed and have not been ceded or pledged.

8. INFORMATION RELATING TO KEATON

8.1 Prospects

Keaton is focused on the exploration for coal resources and the subsequent development of greenfields mines. Keaton’s strategy is to identify and acquire attractive coal projects within the well-known coal producing areas of South Africa. Keaton has the technical and financial resources necessary to implement rapid, focused exploration programmes; to evaluate the exploration results; and to bring proven projects into production.

The Directors of Keaton are of the opinion that Keaton is well-positioned to continue on its steady growth path to becoming a 5 Mtpa producer of various coal products. Key to Keaton’s strategy is the identification and acquisition of various pipelines of projects and the steady growth of coal reserves within its portfolio. Keaton intends on leveraging off its existing mining and coal processing infrastructure while expanding prudently within cash-generation and investment constraints in the development of this strategy. These types of acquisitions will allow Keaton to steadily grow to a 5 Mtpa producer of coal and are considered to be value accretive.

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8.2 Share capital

As at the Last Practicable Date, the authorised and issued share capital of Keaton, before and after the Specific Issue, was as follows:

Before the Specific Issue R

Authorised share capital750 000 000 ordinary shares with no par value

Issued share capital191 663 141 ordinary shares with no par value

Stated share capital 640 902 937

After the Specific Issue R

Authorised share capital750 000 000 ordinary shares with no par value

Issued share capital224 310 979 ordinary shares with no par value

Stated share capital 693 931 224

Keaton has no treasury shares as at the Last Practicable Date.

8.3 Major Keaton Shareholders

Insofar as is known to Keaton, the major Keaton Shareholders who beneficially hold 5% or more of the issued Keaton Shares as at the Last Practicable Date are set out below:

Shareholder nameNumber of

Shares held Percentage

held1

Plusbay Direct 45 838 573 23.92Langa Trust Direct 19 208 428 10.02The Axel Trust Direct 18 480 000 9.64Mrs A Pouroullis Direct 14 898 714 7.77

Total 98 425 715 51.35

Insofar as is known to Keaton, the major Keaton Shareholders who will beneficially hold 5% or more of the issued Keaton Shares following the Specific Issue are set out below:

Shareholder nameNumber of

Shares held Percentage

held2

Plusbay Direct 78 486 411 34.99Langa Trust Direct 19 208 428 8.56The Axel Trust Direct 18 480 000 8.24Mrs A Pouroullis Direct 14 898 714 6.64

Total 131 073 553 58.47

Notes:

1. Based on 191 663 141 Keaton Shares in issue.

2. Based on 224 310 979 Keaton Shares in issue.

8.4 History of change

During the 2012 financial year Gunvor Group through its subsidiary Plusbay, acquired a 23.92% shareholding in Keaton with the acquisition by Keaton of LME.

Keaton does not have a controlling shareholder and has not changed its trading objects in the five years preceding the Last Practicable Date.

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8.5 Directors’ details

The name, age, qualification, nationality, business address and function of each Director of Keaton are set out below:

Name, age, qualification and nationality Address Title

David Salter (55) First floor Non-executive ChairmanBSc (Hons), PhD, FSAIMM Eland HouseBritish The Braes

3 Eaton AvenueBryanstonJohannesburg

Mandi Glad (42) Ground floor Chief Executive OfficerSouth African Eland House

The Braes3 Eaton AvenueBryanstonJohannesburg

Jacques Rossouw (37) Ground floor Chief Financial Officer BCom (Hons), CA(SA) Eland HouseSouth African The Braes

3 Eaton AvenueBryanstonJohannesburg

Lizwi Mtumtum (41) Building 2 Lead independent non-executiveBA (Economics/Accounting) Country Club Estate directorSouth African 21 Woodlands Drive

WoodmeadJohannesburg

Paul Sadler (75) 1226 Schoeman Street Non-executive director Retired Chartered Accountant HatfieldSouth African Pretoria

Gerard Kemp (59) 1 Streatham Crescent Non-executive directorMSc (Mining Engineering) BryanstonSouth African Johannesburg

Antoinette Sedibe (47) Ground floor Non-executive directorBA (Admin) 7 St Davids PlaceSouth African Parktown

Johannesburg

Phoevos Pouroullis (38) First Floor Non-executive directorBSc (Business Science) Eland HouseSouth African/Cypriot The Braes

3 Eaton AvenueBryanstonJohannesburg

Dirk Jonker (62) 80 – 84 Rue du Rhone Non-executive directorBA (Business Admin) 1204Dutch Geneva

Switzerland

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The abridged curricula vitae of the Keaton Directors are set out below:

David Salter

David Salter has 34 years of international mineral technology, project development and senior mining executive management experience, and has previously served as the managing director of the Salene Group, and JSE-listed Barplats Investments Limited and Eland Platinum Holdings Limited. David currently serves on the boards of TransAfrika Resources Limited, Kameni Limited and Tharisa Limited.

Mandi Glad

Mandi Glad, who is a co-owner of Rutendo Mining Proprietary Limited, is an entrepreneur with more than 20 years’ experience in owning and operating a wide range of businesses. In this time she has gained strategic industrial relations skills and her involvement with historically disadvantaged persons and women-led coal mining initiatives have given her detailed knowledge of the MPRDA and related regulatory processes. She played an integral role in the establishment of Keaton and has held the positions of both marketing and business development director and operations director before being appointed as Chief Executive Officer in September 2012.

Jacques Rossou