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FLEXIROAM LIMITED Capital/Financing Update 2024

Jun 26, 2024

64947_rns_2024-06-26_78aa1c00-e1b4-44ff-94f8-e6932e39ae11.pdf

Capital/Financing Update

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27 JUNE 2024

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FULLY UNDERWRITTEN RIGHTS ISSUE TO RAISE $1,038,232.70

Highlights:

  • 1 for 18 non-renounceable, pro rata rights issue at $0.025 per New Share to raise up to $1,038,232.70.

  • Fully underwritten by Richmond Bridge Pty Ltd (ACN 084 510 501) as trustee for the Richmond Bridge Superannuation Fund, a company controlled by Executive Chairman and Chief Executive Officer, Steve Picton.

  • Funds raised to be applied towards marketing campaigns, repayment of a loan provided by the CEO, costs of the raising, and general working capital.

Flexiroam Limited (ASX:FRX) ( Flexiroam or the Company ) is pleased to announce it is seeking to raise up to $1,038,232.70 (before costs) through a fully underwritten, non-renounceable, pro rata rights issue ( Offer ) of up to 41,529,308 fully paid ordinary shares in the Company ( New Shares ).

Offer Details

Shareholders with a registered address in Australia, New Zealand, Singapore, Hong Kong and Malaysia who are registered as the holder of shares in the Company at 5:00pm (WST) on Wednesday, 3 July 2024 ( Record Date ) are eligible to participate in the Offer ( Eligible Shareholders ) on the basis of 1 New Share for every 18 shares held at the Record Date ( Entitlement ), at an issue price of $0.025 per New Share.

The Offer is non-renounceable and accordingly, Eligible Shareholders will not be able to trade their Entitlements on ASX.

Eligible Shareholders who subscribe for their Entitlement in full may subscribe for additional New Shares comprising the shortfall to the Offer under the top-up facility ( Top-up Facility ).

The Offer is fully underwritten on a conditional basis by Richmond Bridge Pty Ltd (ACN 084 510 501) as trustee for the Richmond Bridge Superannuation Fund ( Underwriter ), an entity controlled by Executive Chairman and Chief Executive Officer, Steve Picton. The Underwriter will not receive a fee for agreeing to underwrite the Offer.

The Company has not engaged a lead manager to manage the Offer.

Use of Funds

Funds raised under the Offer are intended to be applied as follows:

  • marketing campaigns to boost customer acquisition and retention; and

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Level 5, 126 Phillip Street, Sydney NSW 2000 www.flexiroam.com

  • repayment of a loan provided to the Company by its CEO, Mr Picton;

  • additional working capital to enhance capital management through the normal quarterly business cycle; and

  • costs of the Offer.

Indicative Timetable

Event Target Date
Announcement of Offer to ASXLodgement with ASX of Offer Document, Appendix 3B and noticeunder section 708AA(2)(f) of the Corporations Act Thursday, 27 June 2024
Record Date – 5:00pm (WST) Wednesday, 3 July 2024
Despatch of Offer Document and Acceptance Forms to EligibleShareholdersOpening Date of the Offer Friday, 5 July 2024
Last day to extend Offer Period – 10:00am (WST) Monday, 15 July 2024
Closing Date of the Offer – 5:00pm (WST) Thursday, 18 July 2024
Announcement of acceptances and Shortfall to ASX Tuesday, 23 July 2024
Issue of New Shares under the Offer Thursday, 25 July 2024
Despatch of Holding Statements Thursday, 25 July 2024
Normal trading of New Shares to commence on ASX Friday, 26 July 2024

Note: These dates are indicative only and subject to change. Subject to the ASX Listing Rules, the Company may vary these dates without notice, including whether to close the Offer early, extend the Offer, or accept late Acceptances, either generally or in particular cases, without notification.

Additional Information

The Offer and the Top-up Facility will be made by way of an offer document, which was lodged with ASX today ( Offer Document ). A copy of the Offer Document is available on the Company’s website at https://www.flexiroam.com/investor-center/ and the Company’s ASX market announcements page at https://www.asx.com.au/markets/company/frx.

The Offer Document and a personalised entitlement and acceptance form will be sent to Eligible Shareholders in accordance with the above timeline and should be read in its entirety.

Eligible Shareholders who wish to take up part or all of their Entitlement (or wish to apply for additional New Shares under the Top-up Facility) must ensure that the application money is received by the Company’s share registry, Automic Group, by 5:00 pm (WST) on Thursday, 18 July 2024.

The relevant Appendix 3B and notice under section 708AA(2)(f) of the Corporations Act follow this announcement.

-END-

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AUTHORISED BY THE BOARD OF DIRECTORS

Corporate enquiries

Investor enquiries

Steve Picton, Executive Chairman and Interim CEO Danny Younis Telephone: +61 8 6389 2688 Telephone: +61 2 8072 1408 Email: [email protected] Email: [email protected]

ABOUT FLEXIROAM

Founded in 2011 by Jefrey Ong, Flexiroam Limited (ASX:FRX) started with a mission to push the boundaries of communications. What began as a solution for travelers needing seamless mobile data at competitive rates, has evolved beyond the consumer travel market.

Flexiroam provides connectivity across any device, in any part of the world for any application. The Company is a superconnector for people and machines globally. Flexiroam’s versatile network now spans across 520 network operators in over 200 countries and territories, making it the preferred service for consumers and businesses worldwide.

For further information, please visit https://www.flexiroam.com/

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