CARBONXT GROUP LIMITED — Capital/Financing Update 2021

May 20, 2021

ASX RELEASE

21 May 2021

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Non-renounceable pro-rata entitlement offer

Despatch of letter to option and warrant holders

Carbonxt Group Limited (ASX:CG1) (the Company or Carbonxt ) today announced a non-renounceable prorata entitlement offer, which entitles eligible sharesholders to apply for 1 new fully paid ordinary share ( New Share ) for every 11 existing fully paid ordinary shares held as at 7.00pm (Sydney time) on Wednesday, 26 May 2021, at an offer price of $0.15 per New Share and for every 2 New Shares issued, the Company will issue 1 free attaching option with an exercise price of $0.24 each exercisable on or before Thursday, 15 June 2023, being 24 months from the issue date ( Offer ).

Attached is a letter despatched by Carbonxt today to all options and warrants holders of the Company in relation to the Offer.

This announcement has been authorised for release to ASX by the Board of Directors of Carbonxt Group Limited.

ENDS

For Investor Enquiries

Warren Murphy Managing Director +61 413841216 w.murphy@carbonxt.com

About Carbonxt

Carbonxt (ASX:CG1) is a cleantech company that develops and markets specialised Activated Carbon products, primarily focused on the capture of mercury and other contaminants in industrial processes that emit substantial amounts of harmful pollutants. The Company produces and manufactures Powdered Activated Carbon and Activated Carbon pellets for use in industrial air purification, waste water treatment and other liquid and gas phase markets.

CarbonxtGroup Limited. Level 12, 225 George Street, Sydney NSW 2000 Legal/75646132_2

21 May 2021

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Dear security holder

Notification to option and warrant holders

This letter is to notify you that on 21 May 2021, Carbonxt Group Limited ACN 097 247 464 (the Company or Carbonxt ) announced to the ASX a partially underwritten non-renounceable pro-rata entitlement offer ( Offer ).

The Offer is being made under a prospectus ( Prospectus ), which has been lodged with the ASIC and ASX and is available on the ASX website (www.asx.com.au) and the Company’s website (http://www.carbonxt.com/).

The Offer is open to Carbonxt shareholders with registered addresses in Australia and New Zealand as at the 7.00pm (Sydney time) on Wednesday 26 May 2021 ( Record Date ). Shareholders at the Record Date without a registered address outside Australia and New Zealand will not be eligible to participate in the Offer.

The Offer will provide eligible Carbonxt shareholders with the opportunity to apply for one new fully paid ordinary share ( New Share ) for every 11 fully paid ordinary shares held at the Record Date at an offer price of $0.15 per New Share, and the Company will issue one free attaching option with an exercise price of $0.24 each exercisable on or before Wednesday, 21 June 2023, being 24 months from the issue date for every two New Shares issued ( New Option ) (together, the Entitlement ).

It is anticipated that up to 13,710,889 New Shares and 6,855,444 New Options may be issued pursuant to the Offer, which would raise approximately $2.06 million before expenses of the Offer.

The Offer is partially underwritten by Chaleyer Holdings Pty Ltd (ACN 066 215 478) up to the value of $1 million.

You are receiving this letter as you hold options over unissued shares in the Company. The purpose of this letter is to give you notice that if you wish to participate in the Offer with respect to your options (assuming you have a registered address in Australia or New Zealand), you must exercise your options before the Record Date.

To ensure the Company's share registry has sufficient time to process the exercise notice before the Record Date, you must exercise existing options and pay the appropriate funds for the exercise price before 5.00pm (Sydney time) on Monday, 24 May 2021 , or you will not be able to participate in the Offer.

Before deciding whether to exercise all or any of your options, you should consider the terms of the Offer as set out in the Prospectus carefully and if in any doubt, consult with your professional advisor.

For further information regarding your potential Entitlement, please contact Laura Newell, Company Secretary between 9.00am and 5.00pm (Sydney time) on business days by calling +61 2 8016 2801.

Yours faithfully

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Matthew Driscoll Chairman

CarbonxtGroup Limited. Level 12, 225 George Street, Sydney NSW 2000

Legal/75555805_5