Xstate Offers 51.2M Shares at 3.3 Cents and 17M Free Options in Capital Raise

Cleansing Prospectus Targets Trading Restrictions

Xstate Resources Limited (ASX:XST) has lodged a prospectus dated 22 April 2026 aimed at removing trading restrictions on shares and options issued recently without disclosure under Chapter 6D of the Corporations Act. The move follows a placement announced on 20 April 2026 that raised approximately $1.69 million by issuing 51.2 million shares at 3.3 cents each to sophisticated investors.

The cleansing offer itself is largely symbolic, comprising just 1,000 shares at the same 3.3 cent price, expected to raise a nominal $33. Its main function is to satisfy regulatory requirements and allow the shares issued under the placement, and options attached to those shares, to be freely traded within 12 months of issue without additional disclosure documents.

Options Offers to Placement Participants, Brokers, and Consultants

Alongside the cleansing offer, Xstate is offering 17.07 million free attaching options to placement participants on the basis of one option for every three shares subscribed. These options carry an exercise price of 6 cents and expire on 30 April 2029. The options are issued for nil consideration and will only convert into shares upon exercise.

The company is also proposing to issue 12.8 million broker options to joint lead managers PAC Partners and Veritas Securities, and up to 6 million consultant options to certain service providers as partial payment for services rendered. These options have a lower exercise price of 4 cents and expire on 10 March 2029. Both broker and consultant options are subject to shareholder approval at a general meeting expected around 29 May 2026.

These arrangements follow the recent Diona-1 stimulation and placement where the capital raise was designed to fund next steps including pipeline connection and extended testing at the Diona Project in Queensland.

Financial Impact and Capital Structure Changes

The total shares on issue post-offer will increase from approximately 428.7 million to 479.9 million, reflecting the placement and cleansing offer shares. The total options on issue will rise to over 154 million, including existing unquoted options and the new options offered under this prospectus.

The company expects the costs associated with the offers to be around $10,000, which will be funded from existing cash reserves, resulting in a net cash outflow despite the nominal funds raised under the cleansing offer.

Speculative Nature and Risk Disclosures

Xstate’s prospectus reiterates the highly speculative nature of investing in the company, reflecting the inherent risks in oil and gas exploration and development. Key risk factors include exploration uncertainties, reliance on future funding, regulatory and environmental compliance, operator performance, and market volatility in commodity prices.

The company also highlights risks related to native title claims, environmental incidents, and geopolitical factors that could impact operations and financial performance. Investors are cautioned to consult professional advisers before subscribing.

Governance and Shareholder Information

The prospectus provides detailed information on directors’ interests and remuneration, corporate governance, continuous disclosure obligations, and the rights attached to shares and options. It confirms no substantial shareholders currently hold 5% or more of the company’s shares, and that the offers are not underwritten.

The prospectus also clarifies that the new options will not be quoted on ASX, and shares issued upon exercise will rank equally with existing shares.