PRE-LISTING STATEMENT - Keaton Energy

1 PRE-LISTING STATEMENTThis PRE-LISTING STATEMENT is prepared in terms of the Listings Requirements in orderfor Keaton Energy to secure a listing of its entire issued share capital on the MainBoard of the PRE-LISTING STATEMENT is not an invitation to the public to subscribe for, or an offerto the public to purchase, Keaton Energy ordinary shares, but is issued incompliance with the Listings Requirements for the purpose of providing informationto the public with regard to Keaton JSE has granted approval for a listing , by way of introduction, of all KeatonEnergy ordinary shares on the JSE under the abbreviated name Keaton , with effectfrom the start of business on Tuesday, 22 April 2008.

2 At the date of listing , theauthorised share capital of Keaton Energy will comprise 250 000 000 ordinary sharesof cent each. The issued share capital of Keaton Energy will comprise 142 741 293 ordinary shares of cent each, with a share premium account of R435 191 560 (excluding share issue expenses).The directors, whose names are provided in paragraph of this pre-listingstatement, collectively and individually, accept full responsibility for the accuracy ofthe information provided herein and certify that to their best knowledge and beliefthere are no facts that have been omitted which would make any STATEMENT false ormisleading, that all reasonable enquiries to ascertain such facts have been madeand that this PRE-LISTING STATEMENT contains all information required by the investment bank, corporate adviser and sponsor.

3 Financial adviser, attorneys,independent reporting accountants and auditors, transfer secretaries andindependent competent person whose names are included in this pre-listingstatement, have consented in writing to act in the capacities stated and to theirnames being included in this PRE-LISTING STATEMENT and have not withdrawn suchconsent prior to the publication of this PRE-LISTING of this PRE-LISTING STATEMENT (in English only) may be obtained during normalbusiness hours from the date of issue of this PRE-LISTING STATEMENT to Tuesday, 22 April 2008 from the Company s registered office or from Nedbank Capital, thedetails of which are set out in the Corporate information relating to Keaton Energy section on page 1 of this PRE-LISTING abridged version of this PRE-LISTING STATEMENT was released on SENS andpublished in the press on Tuesday, 15 April LOOKING STATEMENTSC ertain statements contained in this PRE-LISTING STATEMENT , other than historical facts.

4 That address explorationactivities and mining potential, constitute forward-looking statements . Forward-looking statements may be precededby, followed by, or include the words believes , expects , aims , estimates , anticipates , may , should , could , intends , plans , seeks or words of similar import. Forward-looking statements involve risks, uncertainties and otherfactors which may cause the actual results, performance or achievements of Keaton Energy , or industry results, to bematerially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

5 Such risks, uncertainties and other factors include, among others, exploration results, technicalanalysis, the lack of availability to Keaton Energy of necessary capital on acceptable terms, general economic andbusiness conditions, industry trends, competition, changes in Government regulations, interest rate fluctuations,currency fluctuations, changes in business strategy or development plans and other risks. Keaton Energy bases forward-looking statements on particular assumptions that it has made in light of its industry experience, as well as itsperception of historical trends, current conditions, expected future developments and other factors that Keaton Energybelieves are appropriate in the circumstances.

6 As you read and consider the information in this PRE-LISTING STATEMENT ,you should understand that forward-looking statements are not guarantees of performance or Keaton Energy believes that forward-looking statements are based on reasonable assumptions, and has usedits best endeavours to ensure the accuracy thereof, you should be aware that many factors could affect Keaton Energy sactual financial results or results of operations and could cause actual results to differ materially from those expressedin forward-looking statements. Keaton Energy will not undertake any obligation to release publicly any revisions toforward-looking statements to reflect events, circumstances or unanticipated events occurring after the date of thispre- listing STATEMENT except as required by law or by any appropriate regulatory authority.

7 In light of these risks anduncertainties, there can be no assurance that the results and events contemplated by forward-looking statementscontained in this PRE-LISTING STATEMENT will in fact INFORMATION RELATING TO Keaton ENERGYR egistered officeKeaton Energy Holdings Limited(formerly Tricoal Holdings Limited,formerly Liberty Lane Trading 99 Limited)(Registration number 2006/011090/06)Ground Floor, Eland HouseThe Braes 3 Eaton Road Bryanston, 2021(C/o Routledge Modise, PO Box 78333, Sandton City, 2146)Date and place of incorporation of Keaton Energy10 April 2006, South AfricaInvestment bank, corporate adviser and sponsorNedbank Capital, a division of Nedbank Limited(Registration number 1951/000009/06)135 Rivonia RoadSandown, 2196(PO Box 1144, Johannesburg, 2000)Financial adviserN M Rothschild & Sons (South Africa) (Proprietary) Limited(Registration number 1999/021764/07)1st Floor, Kagiso House16 Fricker RoadIllovo, 2196(PO Box 411332, Craighall, 2024)Independent reporting accountants and auditorsKPMG Incorporated(Registration number 1999/021543/21)

8 Registered Accountants and AuditorsChartered Accountants (SA)1226 Schoeman StreetHatfieldPretoria, 0001(PO Box 11265, Hatfield, 0028)Transfer secretariesComputershare Investor Services (Proprietary) Limited(Registration number 2004/003647/07)Ground Floor, 70 Marshall StreetJohannesburg, 2001(PO Box 61051, Marshalltown, 2107)Company secretaryRoutledges Incorporated trading as Routledge Modise Attorneys(Registration number 1992/006150/21)2nd Floor, Wanderers Building The Campus 57 Sloane Street Bryanston, 2021(PO Box 78333, Sandton City, 2146)AttorneysRoutledges Incorporated trading as Routledge Modise Attorneys(Registration number 1992/006150/21)22 Fredman DriveSandton, 2196(PO Box 78333, Sandton City, 2146)Independent competent personCoffey Mining (SA) (Proprietary) Limited (formerly RSG Global (Proprietary) Limited)(Registration number 2006/030152/07)Block D, Somerset Office Estate604 Kudu StreetAllen s NekRoodepoort, 1737(Postnet Suite 160, Private Bag X09,Weltevreden Park, 1715)Commercial bankerNedbank Corporate, a division of Nedbank Limited(Registration number 1951/000009/06)

9 135 Rivonia RoadSandown, 2196(PO Box 1144, Johannesburg, 2000)2 TABLE OF CONTENTSPageForward looking statementsInside front coverCorporate information relating to Keaton Energy1 Definitions and interpretations4 PRE-LISTING statement11 Part A: Introduction and background111. Introduction 112. Objective and strategy113. Incorporation, history and group structure 114. Purposes of listing on the JSE125. Prospects 13 Part B: Keaton Energy s exploration projects146. Projects147. South African applicable regulations17 Part C: Private placing188. Particulars of the private placing 189.

10 Salient dates and times of the listing1810. Requisite approvals18 Part D: Directors and senior management1911. Directors and senior management of Keaton Energy 1912. Directors service contracts and terms of office 2613. Remuneration, qualification, borrowing powers and appointment of directors 2614. Directors integrity 2715. Interests of directors27 Part E: Financial information2916. Audited consolidated historical financial statements formafinancial information2918. Intended application of the proceeds from the seed capital raising and private placing3019. Material capital commitments, lease payments and contingent liabilities 3020.