CARBONXT GROUP LIMITED — Capital/Financing Update 2020

Jul 5, 2020

Proposed issue of securities

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Announcement Summary

Entity name

CARBONXT GROUP LIMITED

Announcement Type

New announcement

Date of this announcement

Monday July 6, 2020

The Proposed issue is:

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A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +Security Code	+Security Description	+securities to be issued
n/a	Unlisted options	800,000
n/a	Unlisted options	800,000
n/a	Unlisted Options	800,000
CG1	ORDINARY FULLY PAID	13,000,000

Proposed +issue date

Friday July 10, 2020

Refer to next page for full details of the announcement

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Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

CARBONXT GROUP LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

ABN

Registration Number

59097247464

1.3 ASX issuer code

CG1

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Monday July 6, 2020

1.6 The Proposed issue is:

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A placement or other type of issue

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Proposed issue of securities

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity

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No

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +Security Code and Description

CG1 : ORDINARY FULLY PAID

Maximum Number of +securities proposed to be issued

13,000,000

Purpose of the issue

Proceeds of the Placement will be applied to the Company¿s existing pipeline of opportunities in the US and general working capital requirements

Offer price details for retail security holders

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.16000

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Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Oversubscription & Scale back details

May a scale back be applied to this event? No

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No No ASX +Security Code +Security Description New class-code to be confirmed Unlisted options

+Security Type

Options Maximum Number of +securities proposed to be issued 800,000

Purpose of the issue

Issue of unlisted options to Placement lead manager in lieu of fees. Details of the placement were announced to the market on 6 July 2020

Offer price details for retail security holders

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.18400

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

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Oversubscription & Scale back details

May a scale back be applied to this event? No

Options details

+Security Currency AUD - Australian Dollar

Exercise Price Expiry date AUD 0.1840 Monday July 10, 2023

Details of the existing class of +security that will be issued upon exercise or conversion of this new class of company option

CG1 : ORDINARY FULLY PAID

Please provide any further information relating to the principal terms of the +securities

Unlisted options exercisable at the higher of $0.1725 or a 15% premium to Issue Price on or before a date three years from the date of issue

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No No ASX +Security Code +Security Description New class-code to be confirmed Unlisted options

+Security Type

Options

Maximum Number of +securities proposed to be issued

800,000

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Proposed issue of securities

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Purpose of the issue

Issue of unlisted options to Placement lead manager in lieu of fees. Details of the placement were announced to the market on 6 July 2020

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Offer price details for retail security holders
In what currency is the cash What is the issue price per
consideration being paid? +security?
AUD - Australian Dollar AUD 0.20800
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes
Oversubscription & Scale back details
May a scale back be applied to this event?
No
Options details
+Security Currency Exercise Price Expiry date
AUD - Australian Dollar AUD 0.2080 Monday July 10, 2023
Details of the existing class of +security that will be issued upon exercise or conversion of this
new class of company option
CG1 : ORDINARY FULLY PAID
Please provide any further information relating to the principal terms of the +securities
Unlisted options exercisable at the higher of $0.195 or a 30% premium to Issue Price on or before a date three years from
the date of issue
Is the proposed security a 'New Will the proposed issue of this
class' (+securities in a class that is +security include an offer of
not yet quoted or recorded by ASX) attaching +securities?
or an 'Existing class' (additional No
securities in a class that is already
quoted or recorded by ASX)?
New class
Details of +securities proposed to be issued
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ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

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Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No No ASX +Security Code +Security Description New class-code to be confirmed Unlisted Options

+Security Type

Options

Maximum Number of +securities proposed to be issued

800,000

Purpose of the issue

Issue of unlisted options to Placement lead manager in lieu of fees. Details of the placement were announced to the market on 6 July 2020

Offer price details for retail security holders

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.23200

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Oversubscription & Scale back details

May a scale back be applied to this event?

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No

Options details

+Security Currency AUD - Australian Dollar

Exercise Price AUD 0.2320

Expiry date Monday July 10, 2023

Details of the existing class of +security that will be issued upon exercise or conversion of this new class of company option

CG1 : ORDINARY FULLY PAID

Please provide any further information relating to the principal terms of the +securities

Unlisted options exercisable at the higher of $0.2175 or a 45% premium to Issue Price on or before a date three years from the date of issue

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Part 7C - Timetable

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7C.1 Proposed +issue date

Friday July 10, 2020

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

13,000,000 shares and 2,400,000 unlisted options

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11.1 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Cannacord Genuity (Australia) Limited

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7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

Fees with Cannacord are a capital raising fee of 5.5% of the Gross Proceeds raised under the Placement (Placement Fee).

Placement Options

At the time of settlement of the Placement, the Lead Manager will be issued options, consisting as follows:

(a) 800,000 options exercisable at the higher of $0.1725 or a 15% premium to Issue Price on or before a date three years from the date of issue; and

(b) 800,000 options exercisable at the higher of $0.195 or a 30% premium to Issue Price on or before a date three years from the date of issue.

(c) 800,000 options exercisable at the higher of $0.2175 or a 45% premium to Issue Price on or before a date three years from the date of issue.

7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue Estimate of $15,000 covering legal fees and registry/ASX costs

Part 7F - Further Information

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

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