Form of Proxy

XSTATE RESOURCES LTD

BD Client Code:

Client Name:

Number of Shares Held in a BD Nominee Company:

No.	Proposition		For	Against	Abstain
1	RATIFICATION OF ISSUE OF TRANCHE 1 SHARES - LR 7.1
2	APPROVAL TO ISSUE TRANCHE 1 OPTIONS
3	APPROVAL TO ISSUE TRANCHE 2 SHARES AND OPTIONS