FLEXIROAM LIMITED — Capital/Financing Update 2020

Jul 13, 2020

Proposed issue of securities

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Announcement Summary

Entity name

FLEXIROAM LIMITED

Announcement Type

New announcement

Date of this announcement

Tuesday July 14, 2020

The Proposed issue is:

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A standard pro rata issue (including non-renounceable or renounceable)

Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable)

ASX +Security Code

+Security Description

Maximum Number of +securities to be issued

FRX ORDINARY FULLY PAID 101,734,764

Ex date

Friday July 17, 2020

+Record date

Monday July 20, 2020

Offer closing date

Friday August 7, 2020

Issue date

Friday August 14, 2020

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

FLEXIROAM 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

Registration Number

ACN 143777397

1.3 ASX issuer code

FRX

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Tuesday July 14, 2020

1.6 The Proposed issue is:

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A standard +pro rata issue (non-renounceable or renounceable)

1.6a The proposed standard +pro rata issue is:

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• Non-renounceable

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 - Are any of the following approvals required for the entitlement offer to be unconditional? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity

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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

FRX : 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 +security include an offer of attaching +securities? No

If the entity has quoted company options, do the terms entitle option holders to participate on exercise? Yes

Details of +securities proposed to be issued

ASX +Security Code and Description

FRX : ORDINARY FULLY PAID

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

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

The quantity of additional +securities For a given quantity of +securities to be issued held 1 3

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What will be done with fractional Maximum Number of +securities entitlements? proposed to be issued Fractions rounded down to the nearest 101,734,764 whole number or fractions disregarded

Purpose of the issue

Pro-rata non-renounceable entitlement issue to Eligible Shareholders.

Offer price details for retail security holders

Issue Currency Offer Price per +security Estimated or Actual? Actual AUD - Australian Dollar AUD 0.01000

Oversubscription & Scale back details

Are +security holders allowed to oversubscribe? No

May a scale back be applied to this event? No

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

Details of company options where holders entitled to participate in the offer

ASX +Security Code and Description

FRXO : OPTION EXPIRING 31-OCT-2022

Date Option must be exercised by

Monday July 20, 2020

Part 3C - Timetable

3C.1 +Record date

Monday July 20, 2020

3C.2 Ex date

Friday July 17, 2020

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3C.4 Record date

Monday July 20, 2020

3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue Thursday July 23, 2020

3C.6 Offer closing date

Friday August 7, 2020

3C.7 Last day to extend the offer closing date

Tuesday August 4, 2020

3C.9 Trading in new +securities commences on a deferred settlement basis

Monday August 10, 2020

3C.10 Last day for entity to announce the results of the offer to ASX, including the number and percentage of +securities taken up by existing +security holders and any shortfall taken up by underwriters or other investors

Tuesday August 11, 2020

3C.11 Issue date

Friday August 14, 2020

3C.12 Date trading starts on a normal T+2 basis

Monday August 17, 2020

3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis

Wednesday August 19, 2020

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? No

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

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

Townshend Capital Pty Ltd (ACN 099 900 188)

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

The offer is fully-underwritten. Refer sections 5.3 and 10.6 of the Prospectus lodged with ASX on 14 July 2020 for further details.

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

The Underwriter will be entitled to receive a fixed fee of $8,000 (plus GST). Refer sections 5.3 and 10.6 of the Prospectus lodged with ASX on 14 July 2020 for further details.

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

The Underwriter may terminate the underwriting agreement if various prescribed events occur, which are of the type and form that are considered usual for agreements of this nature. Refer sections 5.3 and 10.6 of the Prospectus lodged with ASX on 14 July 2020 for further details.

3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? Yes

3E.2e (i) What is the name of that party?

Non-Executive Director, Mr Tat Seng Koh.

3E.2e (ii) What is the extent of their underwriting or sub-underwriting (ie the amount or proportion of the offer they have underwritten or sub-underwritten)?

Refer sections 5.4 and 10.7 of the Prospectus lodged with ASX on 14 July 2020 for further details.

3E.2e (iii) What fee, commission or other consideration is payable to them for acting as underwriter or sub-underwriter?

No fee is payable to the Sub-Underwriter.

3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

N/A

Part 3F - Further Information

3F.1 The purposes for which the entity intends to use the cash raised by the proposed issue

Refer ASX announcement dated 14 July 2020 and section 4.3 of the Prospectus lodged with ASX on 14 July 2020 for further details.

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue?

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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

All countries other than Australia, Malaysia and New Zealand.

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities

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No

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3F.6 URL on the entity's website where investors can download information about the proposed issue

https://www.investor.flexiroam.com/

3F.7 Any other information the entity wishes to provide about the proposed issue

Refer ASX Announcement dated 14 July 2020 and Prospectus lodged with ASX on the same date.

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