CARBONXT GROUP LIMITED — Capital/Financing Update 2025

Mar 11, 2025

Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name

CARBONXT GROUP LIMITED

Announcement Type

New announcement

Date of this announcement

12/3/2025

The Proposed issue is:

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
New class-code to be	Unlisted Convertible Notes Expiring 27 February 2027	500,000
confirmed
New class-code to be	Unlisted Options Expiring 27 February 2027	3,125,000
confirmed

Proposed +issue date 27/2/2025

Refer to next page for full details of the announcement

Appendix 3B - Proposed issue of securities

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Appendix 3B - 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.

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

ACN

Registration Number

097247464

1.3 ASX issuer code

CG1

1.4 The announcement is

New announcement

1.5 Date of this announcement

12/3/2025

1.6 The Proposed issue is:

A placement or other type of issue

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Appendix 3B - Proposed issue of securities

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? 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)? New class

Will the proposed issue of this +security include an offer of attaching +securities? Yes

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

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 Convertible Notes Expiring 27 February 2027

+Security type

+Convertible debt securities

Number of +securities proposed to be issued

500,000

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

500,000 Convertible notes issued for a face value of $1 per note

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Appendix 3B - Proposed issue of securities

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

1.000000

Will all the +securities issued in this class rank equally in all respects from	Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes
+Convertible debt securities details
These securities are:	Type of security
Convertible	Convertible note or bond
+Security currency	Face value
AUD - Australian Dollar	AUD 1.0000
Interest rate type
Fixed rate
Frequency of coupon/interest	First interest payment date
payments per year
Quarterly
	30/6/2025
Interest rate per annum	Is the interest rate per annum
9.50000 %	estimated at this time? No
s128F of the Income Tax Assessment
Act status applicable to the +security
s128F exempt
Is the +security perpetual (ie. no	Maturity date
maturity date)? No	27/2/2027
Select other features applicable to
the +security
Exchangeable
Secured
Is there a first trigger date on which a
right of conversion, redemption, call
or put can be exercised (whichever is
first)?
No
Details of the type of +security that will be issued if the securities are converted, transformed or
exchanged

CG1 : ORDINARY FULLY PAID

Number of +securities that will be issued if the +securities are converted, transformed or exchanged (including, if applicable, any interest)

6,250,000 shares

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Appendix 3B - Proposed issue of securities

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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.

The security documents are still yet to be completed.

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 do not have +CDIs issued over them)

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? No No ASX +security code +Security description New class-code to be confirmed Unlisted Options Expiring 27 February 2027

+Security type

Options

Number of +securities proposed to be issued

3,125,000 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

An attached option of 1:2 at an exercise price of 10c per share (unlisted options) and a 2-year term.

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

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 AUD 0.1000

Expiry date 27/2/2027

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Appendix 3B - Proposed issue of securities

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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

312,500

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

27/2/2025

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

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?

500,000 Convertible Notes 3,125,000 Options 6,250,000 Shares 312,500 Shares

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

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Appendix 3B - Proposed issue of securities

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

Part 7F - Further Information

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

Convertible notes are fully secured, an increase in the first ranking debt from $15.0m to $15.5m.

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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