CARBONXT GROUP LIMITED — Capital/Financing Update 2021

May 4, 2021

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Announcement Summary

Entity name

CARBONXT GROUP LIMITED

Announcement Type

New announcement

Date of this announcement

Wednesday May 5, 2021

The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

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	Placement Options exercise price $0.24 expiry date 12 May	7,000,000
	2023
CG1	ORDINARY FULLY PAID	14,000,000

Proposed +issue date Wednesday May 12, 2021

Refer to next page for full details of the announcement

Proposed issue of securities

1 / 7

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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

==> picture [8 x 9] intentionally omitted <==

New announcement

1.5 Date of this announcement

Wednesday May 5, 2021

1.6 The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

A placement or other type of issue

Proposed issue of securities

2 / 7

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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 Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval Tuesday June 22, 2021 Estimated

Comments

Shareholder approval is required for the issue of the free attaching options to the Tranche 1 Placement Shares, issue of Tranche 2 Placement Shares and Tranche 2 free attaching options.

Part 7B - Issue details

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 Yes securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description

CG1 : ORDINARY FULLY PAID

Number of +securities proposed to be issued

14,000,000

Offer price details

Proposed issue of securities

3 / 7

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.15000

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

==> picture [9 x 8] intentionally omitted <==

Yes

Attaching +Security

Is the proposed attaching 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)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

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

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? Yes No ASX +security code +Security description New class-code to be confirmed Placement Options exercise price $0.24 expiry date 12 May 2023

+Security type

Options

Number of +securities proposed to be issued

7,000,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Free attaching options to the Placement Shares

Proposed issue of securities

4 / 7

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.240000

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

Options details

+Security currency

AUD - Australian Dollar

Exercise price Expiry date AUD 0.2400 Friday May 12, 2023

Details of the type of +security that will be issued if the option is exercised

CG1 : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

Each option will convert into one fully paid ordinary share (ASX:CG1) upon exercise

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

Part 7C - Timetable

7C.1 Proposed +issue date

Wednesday May 12, 2021

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire 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

Proposed issue of securities

5 / 7

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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?

9,000,000 shares to be issued without shareholder approval under LR 7.1 capacity (Tranche 1 Placement Shares) 5,000,000 shares to be issued subject to receiving shareholder approval at a future general meeting (Tranche 2 Placement Shares)

7,000,000 options will be issued subject to receiving shareholder approval at a future general meeting (4.5m Tranche 1 Options and 2.5m Tranche 2 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 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?

Sanlam Private Wealth and Sixty-Two Capital acted as Co-Managers to the Offer

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

6% of the funds raised

7E.2 Is the proposed issue to be underwritten?

==> picture [8 x 8] intentionally omitted <==

No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue N/A

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

To raise funds to support the development of Activated Carbon Pellets and for working capital purposes

Proposed issue of securities

6 / 7

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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

N/A

Proposed issue of securities

7 / 7