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Before downloading, printing or viewing the Prospectus, please carefully read this information. By accessing the Prospectus (by clicking on the link below) you agree to and acknowledge that you have read and accept these terms and conditions of access. The information on this page is not part of the Prospectus. If you do not understand it, you should consult your professional adviser without delay.
CLEANSING AND OPTIONS PROSPECTUS NOTICE AND ACCESS TERMS
Xstate Resources Limited (ACN 009 217 154) (Company) has lodged a prospectus dated 22 April 2026 (Prospectus) with the Australian Securities and Investments Commission (ASIC) that contains:
(i) an offer of up to 1,000 new Shares at an issue price of $0.033 per Share to raise up to $33 (Cleansing Offer);
(ii) an offer of up to 17,070,707 New Options to Placement Participants (Placement Options Offer) on the basis of one (1) free New Option ($0.06, expiry 30 April 2029) for every three (3) Shares subscribed for and issued under the Placement;
(iii) an offer of 12,803,030 New Options ($0.06, expiry 30 April 2029) to PAC Partners and Veritas (Joint Lead Managers) or their nominees (Broker Options Offer);
(iv) an offer of up to 6,000,000 Consultant Options ($0.04, expiry 10 March 2029) to certain Consultants of the Company in satisfaction of amounts or obligations owed by the Company (Consultant Options Offer),
together the Offers.
If you are accessing the electronic version of this Prospectus for the purpose of subscribing for the Offers, you must be a resident of Australia or otherwise in a country where it is lawful for the Offers to be made under the Prospectus.
The Offers do not, and are not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus. The distribution of the Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of the Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate securities laws.
Without limiting the above, the Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States of America or to any US person (as defined in regulations under the US Securities Act of 1933, as amended (US Securities Act)), and is not available to persons in the United States of America or to US persons, except for a limited number of shareholders of the Company who are “accredited investors” (as defined in Rule 501(a) under the US Securities Act).
Hard copies of the Prospectus are available free of charge upon request to the Company on +61 8 9435 3200 or by email at companysecretary@xstateresources.com.au.
ACKNOWLEDGEMENT
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if you are a resident of Australia, you are requesting a copy of the Prospectus from within Australia; or
if not a resident of Australia you have consulted your professional adviser as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed before accessing the Prospectus.
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