FLEXIROAM LIMITED — Capital/Financing Update 2019

Oct 30, 2019

31 OCTOBER 2019

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COMPLETION OF ENTITLEMENT ISSUE

Flexiroam Limited (ASX: FRX , Flexiroam or the Company ) is pleased to confirm that it has completed the Renounceable Entitlement Offer announced on 2 October 2019.

As advised on 29 October 2019, a total of 60,520,842 new shares have been issued pursuant to the Entitlement Issue. In addition, 60,520,842 options were granted which now form a new class of quoted security (ASX: FRXO).

A small share placement of 2,600,000 shares and 2,600,000 attaching options on the same terms as under the Renounceable Entitlement Offer was also completed, and 2,500,000 listed options were issued to the lead manager. Consequently, the Company’s revised capital structure is as follows:

Number of shares on issue (FRX)	305,204,293
Number of options on issue (FRXO)	65,620,842

The Company lodged an Appendix 3B in relation to the Entitlement Issue on 2 October 2019. A revised version of the Appendix 3B reflecting the details above is attached herewith.

Further Information:

Email the Company at: investor@flexiroam.com

ABOUT FLEXIROAM LIMITED

FLEXIROAM (ASX: FRX) FLEXIROAM (ASX: FRX) is a global connectivity provider offering data access to travellers across the world. Its service coverage spans across 130 countries with its access to over 580 network operators globally. Flexiroam is affiliated with over 100 travel industry partners including major international airlines to serve customers from over 190 countries and territories.

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Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

FLEXIROAM LIMITED

ABN

27 143 777 397

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	1. Shares; 2. New listed options.
	1. 60,520,842 shares; 2. 2,600,000 shares; 3. 60,520,842 new options; 4. 2,600,000 new options; 5. 2,500,000 new options.
	1 and 2: Ordinary fully paid shares; 3, 4 and 5: New listed options exercisable at $0.12 each and expiring 31 October 2022.

• See chapter 19 for defined terms.

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4 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted+securities? If the additional+securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h_in_ relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1	1 and 2: Yes. New shares will rank equally with existing Shares on issue (ASX code: FRX); 3, 4 and 5: No, the options are a new class of quoted security (ASX code: FRXO). The options do not entitle holders to participate in dividends. Upon conversion of the options to shares, the shares will rank equally with all other issued fully paid ordinary shares on issue.
	All shares were issued for $0.02 each, with one attaching new option for each share issued; 2,500,000 options were issued as part consideration for lead manager services provided.
	1 and 3: Funds raised from the entitlement issue will be applied to product sales and marketing, research and development, to supplement existing working capital, and costs of the offer; 2 and 4: Funds raised from the placement will be applied to product sales and marketing, research and development, and to supplement existing working capital; 5: Options issued as part consideration for lead manager servicesprovided.
	Yes
	7 August 2019
	1. 2,600,000 shares; 2. 2,600,000 new options; 3. 2,500,000 new options.

• See chapter 19 for defined terms.

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6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued under an exception in rule 7.2 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the+issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and+class of all+securities quoted on ASX (including the securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Nil	Nil
	Nil
	1. 60,520,842 shares; 2. 60,520,842 options.
	Not applicable
	Not applicable
	Rule 7.1: 34,785,301. Rule 7.1A: 8,954,584.
	31 October 2019.
	Number	+Class
	305,204,293 65,620,842	Ordinary fully paid shares Options exercisable at $0.12 each on or before 31 October 2022.
	Not applicable

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 2 – Pro rata issue

art 2 – Pro rata issue
11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue	No
	None
	Not applicable Lead Manager: CPS Capital Group Pty Limited

• See chapter 19 for defined terms.

19 10 31 ASX Ann - App 3B Rights Issue completion

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23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable 30 How do+security holders sell their entitlements_in full_through a broker? 31 How do +security holders sell part of their entitlements through a broker and accept for the balance?	Lead Manager to be paid the following: (a) 2.5 million Quoted Options; (b) $30,000; (c) 1% of the total amount raised under the issue; (d) 5% of any shortfall shares placed by the Lead Manager
	None
	Not Applicable
	No later than 10 October 2019
	Not Applicable
	4 October 2019
	17 October
	Security holders need to provide instructions to their stockbroker regarding the Entitlements they wish to sell on ASX. Further information is set out in the prospectus.
	Security holders should complete their personalised Entitlement and Acceptance Form for the number of Shares they wish to take up and follow the steps set out in the prospectus. Subsequently, they should provide instructions to their stockbroker regarding the proportion of their Entitlement they wish to sell on ASX.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

32 How do +security holders dispose of Security holders may elect to transfer all their entitlements (except by sale or a proportion of their Entitlement to through a broker)? another person other than on ASX by forwarding a completed standard renunciation and transfer form (obtainable from the Company’s share registry) accompanied by the applicable transferee's cheque for the shares they wish to subscribe for. Further information is set out in the prospectus.

33 +Despatch date 1 November 2019

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities ( tick one )

• (a) +Securities described in Part 1

• (b) All other[+] securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

Questions 38 to 42 - Not Applicable

• See chapter 19 for defined terms.

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Quotation agreement

1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ............................................................ Date: 31 October 2019 (Company secretary)

Print name: Kim Hogg

== == == == ==

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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Insert number of fully paid [+] ordinary 222,714,501
securities on issue 12 months before date
of issue or agreement to issue
Add the following: 60,520,842 31 October 2019
• Number of fully paid [+] ordinary
securities issued in that 12 month
period under an exception in rule 7.2
• Number of fully paid [+] ordinary
securities issued in that 12 month
period with shareholder approval
• Number of partly paid [+] ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities
cannot be added
• Include here (if applicable) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as
separate line items
Subtract the number of fully paid -
+ ordinary securities cancelled during that
12 month period
“A” 283,235,343
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• See chapter 19 for defined terms.

19 10 31 ASX Ann - App 3B Rights Issue completion

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	42,485,301
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	2,600,000 31 Oct 19 shares 2,600,000 31 Oct 19 options 2,500,000 31 Oct 19 options
“C”	7,700,000
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	42,485,301
Subtract“C” Note: number must be same as shown in Step 3	<7,700,000>
Total[“A” x 0.15] – “C”	34,785,301 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 2

art 2	art 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	283,235,343
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	28,323,534
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items	19,368,950 3 May 2019
“E”	19,368,950

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	28,323,534
Subtract“E” Note: number must be same as shown in Step 3	<19,368,950>
Total[“A” x 0.10] – “E”	8,954,584 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

19 10 31 ASX Ann - App 3B Rights Issue completion

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