EPX LIMITED — Capital/Financing Update 2024

Jan 31, 2024

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ASX Announcement - EP&T Global Limited (ASX:EPX) Targets $2.3M Entitlement Offer and Placement

1 February 2024

Building energy optimisation company EP&T Global Limited (ASX: EPX) ( EP&T or the Company ) is pleased to announce the launch of a capital raising at an offer price of A$0.02 per new ordinary share ( Share ) ( Offer Price ) to raise approximately A$2.3 million. The capital raising comprises a placement to sophisticated and professional investors, and a 1-for-5.95 pro rata accelerated non-

renounceable entitlement offer (together the Capital Raising ).

Highlights:

• The Company has received non-binding commitments of over $1.77 million as follows:

• under the placement and the institutional component of the accelerated nonrenounceable entitlement offer commitments in excess of the A$1.58 million being offered; and

• the retail component of the Entitlement Offer of A$0.72 million has received commitments from existing sophisticated shareholders of A$0.03 million, and is partially underwritten by shareholders which are controlled by directors John Balassis and Victor van Bommel for up to A$0.17 million.

• The funds raised under the Offer will be applied toward revenue growth. This includes the installation of revenue generating near term opportunities as well as implementing the sales growth strategy. A small portion of the funds will provide working capital support.

Chief Financial Officer (CFO), Patrick Harsas, said “the new management team’s focus on Backlog ACV[1] and implementing operational efficiencies have transformed EP&T over the last 12 months. This has culminated in EP&T achieving the key strategic target of Operating cash flow breakeven[2] in the September and December 2023 quarters. EP&T is well placed to use this, to focus on growth.

EPX has announced FY24 Projected ACV[3,4] of between $16.0 million and $17.0 million. This is based on near term and identified pipeline sales opportunities[4] . The funds from the Capital Raising will be deployed to install new ACV and source new sales growth opportunities. An amount will provide a working capital buffer.

It is extremely pleasing that our institutional shareholders have participated in the Capital Raising. We thank them for their ongoing support”.

Details of the Capital Raising structure is outlined further below.

1 Backlog ACV is contracted revenue yet to be installed. The estimate of Backlog ACV is based on a financial year-end calculation, which is indicative at a point in time. Future installation and hence future ARR may be impacted by unforeseen events leading to contract termination or cancellation.

2 Operating cashflow breakeven is defined as monthly operating cash inflows (being receipts from operations and other revenue) less monthly operating cash outflows (being ordinary operating costs of the business) but excluding new project deployment costs and other investing and financing cash flows.

3 ACV is defined as the annualised monthly fees charged under contracts on hand at each period end. ACV is calculated into Australian dollars based on historical long term exchange rates. On conversion to actual cashflow, the exchange rate prevailing at the time of billing may be higher or lower to the historical long term average exchange rates used to determine the ACV value

4 Projected financial information is predictive in character, may be affected by inaccurate assumptions or by known or unknown risks and uncertainties and may differ materially from results ultimately achieved. The projected range is based on near term opportunities, defined as sales opportunities which have not yet been signed but are in a progressed state of negotiation with customers, and identified pipeline opportunities, defined as customer opportunities which are in negotiation and may not occur. Further particulars were released by EP&T in its ASX release dated 30 November 2023 and in the Investor Presentation released to ASX today.

EP&T Global Limited ACN – 645 144 314 Suite 1102, 213 Miller Street, North Sydney NSW 2060

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The Capital Raising Structure

The Capital Raising will be undertaken at the Offer Price and comprises:

• A placement to selected institutional and sophisticated investors to raise approximately A$0.80 million ( Placement );

• A 1 for 5.95 pro-rata accelerated non-renounceable entitlement offer to eligible shareholders to raise up to approximately A$1.5 million, comprised of:

• a approximately A$0.78 million accelerated institutional component ( Institutional Entitlement Offer ); and

• a approximately A$0.72 million retail component ( Retail Entitlement Offer ).

The Offer Price of $0.02 represents a:

• 39.4% discount to the last closing price of $0.033

• 39.4% discount to the 5-day VWAP of $0.033

• 34.1% discount to the TERP of $0.030[1]

Placement

If fully subscribed, the Placement will result in the issue of approximately 40.0 million Shares. Shares issued under the Placement are intended to be issued on Monday, 12 February 2024 and will rank equally with existing EP&T shares from their date of issue. All of the Shares issued under the Placement will be issued using the Company’s existing placement capacity under ASX Listing Rule 7.1 and will therefore not require shareholder approval.

Institutional Entitlement Offer

Eligible institutional and sophisticated investors with registered addresses in Australia, New Zealand, Netherlands, and United Kingdom are offered the opportunity to participate in the Institutional Entitlement Offer. The Institutional Entitlement Offer is targeting a raise of approximately A$0.78 million.

The Entitlement Offer is non-renounceable and therefore entitlements are not tradeable on the ASX or any other exchange, or otherwise transferable. As a result, existing investors who receive an offer to participate in the Institutional Entitlement Offer and who do not take up their entitlement will not receive any value for their entitlement, and their proportionate interest in EP&T will be diluted.

1 The Theoretical-Ex-Rights Price ( TERP ) is the theoretical calculation of what EP&T’s share price may be after the ex-date for the Entitlement Offer. TERP is a theoretical calculation and the actual price at which shares trade immediately after the ex-date for the Entitlement Offer will depend on many factors and may not equate to TERP. The TERP includes new shares issued under the Placement.

EP&T Global Limited ACN – 645 144 314 Suite 1102, 213 Miller Street, North Sydney NSW 2060

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Retail Entitlement Offer

Eligible retail shareholders with a registered address in Australia or New Zealand (or other jurisdictions agreed by the Company) as at 5.00pm Sydney time on Monday, 5 February 2024 ( Record Date ) (or eligible institutional and sophisticated shareholders not included in the Institutional Entitlement Offer) will be entitled to participate in the Retail Entitlement Offer, subject to the terms and conditions set out in the retail offer booklet proposed to be dispatched to eligible retail shareholders on or around Thursday, 8 February 2024 ( Retail Offer Booklet ). The Retail Entitlement Offer is targeting a raise of approximately A$0.72 million.

EP&T will notify retail shareholders who are on the share register on the Record Date as to whether they are eligible to participate in the Retail Entitlement Offer. Retail shareholders who are eligible to participate will receive a Retail Offer Booklet, including a personalised entitlement and acceptance form, which will provide further details of how to participate in the Entitlement Offer.

Eligible retail shareholders can choose to take up their entitlement in full, in part or not at all. Those eligible retail shareholders who subscribe for their entitlement in full, may also apply for additional Shares in excess of their entitlement ( Additional Shares ). Additional Shares will only be available where there is a shortfall between applications received from eligible retail shareholders and the number of Shares available to be issued under the Retail Entitlement Offer, and applications for Additional Shares may be subject to scale-back, at the Company’s discretion.

Certain institutional and sophisticated investors may be invited by the Company to participate in any shortfall remaining after Additional Shares are allocated to eligible retail shareholders. Any remaining shortfall from the Retail Entitlement Offer up to A$0.17 million in aggregate ( Underwritten Amount ) is underwritten by entities controlled by Directors John Balassis and Victor van Bommel (Underwriters). The allocation of Additional Shares and any remaining shortfall Shares will be in the Board’s absolute discretion, with the Underwriters committed to subscribe for the residual shortfall up to the Underwritten Amount.

The Directors reserve the right to place any remaining shortfall at the offer price within 3 months of the close of the Retail Entitlement Offer in accordance with the ASX Listing Rules.

The Use of Funds

The funds raised under the Offer will be applied toward revenue growth. This includes the installation of revenue generating near term opportunities as well as implementing the sales growth strategy. A small portion of the funds will provide working capital support.

EP&T Global Limited ACN – 645 144 314 Suite 1102, 213 Miller Street, North Sydney NSW 2060

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Indicative Timetable

New Shares issued under the Placement and the Institutional Entitlement Offer will rank equally with existing EP&T shares from their date of issue, and are expected to settle on Friday, 9 February 2024 and to be issued and commence trading the following business day, Monday, 12 February 2024.

The proposed Offer timetable is as follows:

Date (AEDT)	Event
1 & 2 February 2024	Placement and Institutional Entitlement Offer conducted
5 February 2024	Announcement of results of Capital Raising
5 February 2024	Record Date for Entitlement Offer (5pm Sydney time)
8 February 2024	Retail Entitlement Offer opens - Retail Offer Booklet and entitlement and acceptance forms dispatched to eligible retail shareholders
9 February 2024	Settlement of Placement and Institutional Entitlement Offer
12 February 2024	Allotment and quotation of Shares offered under the Placement and Institutional Entitlement Offer
19 February 2024	Retail Entitlement Offer closes 5.00pm (Sydney time)
26 February 2024	Allotment of Shares offered under the Retail Entitlement Offer
27 February 2024	Quotation of Shares offered under Retail Entitlement Offer

The timetable (and each reference in this announcement to a date specified in the timetable) is indicative only and EP&T may, at its discretion, vary any of the above dates by lodging a revised timetable with the ASX. EP&T also reserves the right to withdraw the Capital Raising (or any part of it) or change the terms of the Capital Raise, subject to compliance with the ASX Listing Rules and the Corporations Act.

All times referred to in this announcement are AEDT.

This release is authorised by the Board of Directors of EP&T.

EP&T Global Limited ACN – 645 144 314 Suite 1102, 213 Miller Street, North Sydney NSW 2060

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Further Information

Further details of the Offer are set out in the Investor Presentation also provided to the ASX today. The Investor Presentation contains important information including key risks and foreign selling restrictions with respect to the Capital Raising. The Retail Offer Booklet will be released to ASX and available on the Company’s website and is expected to be dispatched to eligible retail shareholders with entitlement and acceptance forms on 8 February 2024.

Bell Potter Securities Limited is Lead Manager to the Capital Raising. Hamilton Locke are acting as legal advisers to EP&T.

Important Notice

Not for distribution or release in the United States This announcement is for information purposes only and is not a prospectus, disclosure document, product disclosure statement or other offering document under Australian law or any other law (and will not be lodged with the Australian Securities and Investments Commission (ASIC)). The announcement is not and should not be considered an offer or an invitation to acquire entitlements or new Shares or any other financial products. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or in any other jurisdiction in which such an offer would be illegal. The entitlements and the new Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the US Securities Act) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the entitlements or the new Shares may not be granted to, taken up by, or offered or sold to, directly or indirectly, any person in the United States, or any person acting for the account or benefit of a person in the United States, except pursuant to a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and any other applicable state securities laws. The distribution of this announcement in other jurisdictions outside Australia may also be restricted by law and any such restrictions should be observed. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

EP&T Global Limited ACN – 645 144 314 Suite 1102, 213 Miller Street, North Sydney NSW 2060

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About EP&T Global

EP&T Global is optimising buildings for a sustainable future. EP&T’s proprietary technology solution combines multiple information sources with cloud-based data analytics to detect real-time energy inefficiencies in buildings. This highly accurate identification of faults and inefficiencies enables EP&T to collaborate with building managers to improve and optimise building plant operating systems.

EP&T’s “EDGE Intelligent System” is a data repository incorporating 20+ years of building energy efficiency knowledge – collecting and analysing more than 5.6 billion points of data per annum with proprietary algorithmic analysis and machine learning.

To learn more visit www.eptglobal.com

For more information, please contact:

John Balassis Patrick Harsas Chief Executive Officer Chief Financial Officer investor@eptglobal.com investor@eptglobal.com

EP&T Global Limited ACN – 645 144 314 Suite 1102, 213 Miller Street, North Sydney NSW 2060