CARBONXT GROUP LIMITED — Capital/Financing Update 2022

Jul 28, 2022

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

29/7/2022

The Proposed issue is: An accelerated offer

Total number of +securities proposed to be issued for an accelerated offer

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
CG1	ORDINARY FULLY PAID	47,366,776

Trading resumes on an ex-entitlement basis (ex date)

2/8/2022

+Record date

2/8/2022

Offer closing date for retail +security holders

2/9/2022

Issue date for retail +security holders

9/9/2022

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.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

Registration Number

ABN 59097247464

1.3 ASX issuer code

CG1

1.4 The announcement is

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

New announcement

1.5 Date of this announcement

29/7/2022

1.6 The Proposed issue is:

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

An accelerated offer

1.6b The proposed accelerated offer is

Accelerated non-renounceable entitlement offer (commonly known as a JUMBO or ANREO)

Proposed issue of securities

2 / 7

Proposed issue of securities

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

Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? No

Part 3B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

CG1 : ORDINARY FULLY PAID

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 If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? No No

Details of +securities proposed to be issued

ASX +security code and description CG1 : ORDINARY FULLY PAID

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

ISIN Code for the entitlement or right to participate in the offer (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

Has the offer ratio been determined? Yes

The quantity of additional +securities For a given quantity of +securities

Proposed issue of securities

3 / 7

Proposed issue of securities

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

to be issued held 1 4

What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded up to the next 47,366,776 whole number

Offer price details for retail security holders

Has the offer price for the retail offer been determined? Yes

In what currency will the offer be What is the offer price per +security made? for the retail offer? AUD - Australian Dollar AUD 0.14000

Offer price details for institutional security holders

Has the offer price for the institutional offer been determined? Yes

In what currency will the offer be What is the offer price per +security made? for the institutional offer? AUD 0.14000 AUD - Australian Dollar

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)?

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

Yes

Describe the limits on over-subscription

Any Additional New Shares will be limited to the extent that there are sufficient New Shares from Eligible Shareholders who do not take up their full Entitlements. Subject to the foregoing, CG1 may apply any scale-back (in its absolute discretion).

Will a scale back be applied if the offer is over-subscribed?

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

Yes

Describe the scale back arrangements

In the event of a scale-back, the difference between the Application Monies received, and the number of Additional New Shares allocated to you multiplied by the offer price of $[#] will be refunded following allotment. No interest will be paid on any Application Monies received and returned

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

Proposed issue of securities

4 / 7

Proposed issue of securities

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

Part 3D - Timetable

3D.1a First day of trading halt

29/7/2022

3D.1b Announcement date of accelerated offer

29/7/2022

3D.2 Trading resumes on an ex-entitlement basis (ex date)

2/8/2022

3D.5 Date offer will be made to eligible institutional +security holders

29/7/2022

3D.6 Application closing date for institutional +security holders

29/7/2022

3D.8 Announcement of results of institutional offer

(The announcement should be made before the resumption of trading following the trading halt)

2/8/2022

3D.9 +Record date

2/8/2022

3D.10a Settlement date of new +securities issued under institutional entitlement offer

9/8/2022

3D.10b +Issue date for institutional +security holders

10/8/2022

3D.10c Normal trading of new +securities issued under institutional entitlement offer

10/8/2022

3D.11 Date on which offer documents will be sent to retail +security holders entitled to participate in the +pro rata issue 5/8/2022

3D.12 Offer closing date for retail +security holders

2/9/2022 3D.13 Last day to extend retail offer close date 30/8/2022

Proposed issue of securities

5 / 7

Proposed issue of securities

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

3D.19 +Issue date for retail +security holders and last day for entity to announce results of retail offer

9/9/2022

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer?

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

Yes

3E.1a Who is the lead manager/broker?

Shaw and Partners Limited and MA Moelis Australia Advisory

3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

• 6% of underwritten amount

• management fee of 3% of the sum of:

• (i) the Retail entitlement offer proceeds; and plus

• (ii)the Institutional Entitlement Offer Proceeds: plus

• (iii) the Underwritten Amount

(exepot this management fee will be NIL if it is a negative amount)

a management fee of 6.00% of the Placement Proceeds;

• a management fee of 6.00% of the Institutional Entitlement Offer Proceeds;

• a management fee of 3.00% of the Retail Entitlement Offer Proceeds (less the Underwritten Amount); and

• an underwriting fee of 6% of the of the Underwritten Amount.

The Company must also pay or reimburse the Underwriters for costs they have incurred in respect of the Offer, including legal fees (up to an agreed cap), reasonable out of pocket expenses (including travel expenses, bookbuild expenses and stamp duty or similar taxes payable in respect of the Underwriting Agreement).

3E.2 Is the proposed offer to be underwritten?

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

Yes

3E.2a Who are the underwriter(s)?

Shaw and Partners Limited and MA Moelis Australia Advisory

3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)?

Partially underwritten to $2 million (this represents 14,285,714 shares)

3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)?

See section 3E.1b above

3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated

See offer announcement released to ASX on 27 July 2022

3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? No

3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission?

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

No

Proposed issue of securities

6 / 7

Proposed issue of securities

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

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer Part 3F - Further Information 3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue The funds raised under the offer will be used to fund the capital expenditure requirements for the Kentucky currently under construction 3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No 3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No 3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue The offer is open to shareholders with a registered address in Australia or New Zealand 3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities Yes 3F.5a Please provide further details of the offer to eligible beneficiaries TBC 3F.6 URL on the entity's website where investors can download information about the proposed issue 3F.7 Any other information the entity wishes to provide about the proposed issue

3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? No

3F.9 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

Proposed issue of securities

7 / 7