FLEXIROAM LIMITED — Capital/Financing Update 2024

Feb 5, 2024

Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name

FLEXIROAM LIMITED

Announcement Type

New announcement

Date of this announcement

6/2/2024

The Proposed issue is:

A standard pro rata issue (including non-renounceable or renounceable) A placement or other type of issue

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

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
FRX	ORDINARY FULLY PAID	44,040,480

Ex date

8/2/2024

+Record date

9/2/2024

Offer closing date

5/3/2024

Issue date

12/3/2024

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
FRX	ORDINARY FULLY PAID	43,478,261

Proposed +issue date 19/3/2024

Refer to next page for full details of the announcement

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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

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.

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

ABN

Registration Number

27143777397

1.3 ASX issuer code

FRX

1.4 The announcement is

New announcement

1.5 Date of this announcement

6/2/2024

1.6 The Proposed issue is:

A standard +pro rata issue (non-renounceable or renounceable) A placement or other type of issue

1.6a The proposed standard +pro rata issue is:

• Non-renounceable

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Appendix 3B - Proposed issue of securities

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? 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 If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? No No

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 do not have +CDIs issued over them)

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities do not have +CDIs issued over them)

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 15

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Appendix 3B - Proposed issue of securities

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What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded up to the next 44,040,480 whole number

Offer price details for retail security holders

In what currency will the offer be What is the offer price per +security made? for the retail offer? AUD - Australian Dollar AUD 0.02300

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Yes

Describe the limits on over-subscription

No limit on application for additional shares under the Shortfall Offer but the Company reserves the right to reject any acceptance form or to allocate any Eligible Shareholder fewer shares under the the Shortfall than the number applied for.

Will a scale back be applied if the offer is over-subscribed? Yes

Describe the scale back arrangements

Refer section 2.2(c) of the Offer Document dated 6 February 2024. The Directors will exercise their discretion to scale back applicants to the extent required to comply with applicable laws, including Chapter 6 of the Corporations Act.

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

Part 3C - Timetable

3C.1 +Record date

9/2/2024

3C.2 Ex date

8/2/2024

3C.4 Record date

9/2/2024

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

13/2/2024

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3C.6 Offer closing date 5/3/2024

3C.7 Last day to extend the offer closing date 29/2/2024

3C.9 Trading in new +securities commences on a deferred settlement basis 6/3/2024 3C.11 +Issue date and last day for entity to announce results of +pro rata issue 12/3/2024

3C.12 Date trading starts on a normal T+2 basis 13/3/2024 3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis

15/3/2024

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? No 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 Legal fees, ASX fees, registry expenses and other related costs, as set out in section 7.2 of the Offer Document dated 6 February 2024.

Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

To accelerate the Company's growth strategy, including infrastructure upgrades and R&D initiatives to enhance the Company's position in the eSIM data roaming segment, and marketing campaigns to increase efficiency of customer acquisition and retention. 3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? 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

Indonesia, United Arab Emirates, United Kingdom and Poland.

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Appendix 3B - Proposed issue of securities

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3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities Yes 3F.5a Please provide further details of the offer to eligible beneficiaries

Refer to section 2.6 of the Offer Document dated 6 February 2024.

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

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

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

Refer to the Offer Document dated 6 February 2024 and released to ASX on the same date.

3F.8 Will the offer of rights under the rights issue be made under a +disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? No

3F.9 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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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? Yes 7A.1a Conditions

Approval/Condition

Approval/Condition Date for determination +Security holder approval 18/3/2024

Is the date estimated or ** Approval actual? received/condition met? Estimated No

Comments

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)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description

FRX : ORDINARY FULLY PAID

Number of +securities proposed to be issued

43,478,261

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.02300

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

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Appendix 3B - Proposed issue of securities

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Part 7C - Timetable

7C.1 Proposed +issue date

19/3/2024

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? No

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? Yes

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

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

Part 7F - Further Information

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

The Company is undertaking a combined $2 million capital placement and non-renounceable entitlement offer. Refer ASX announcement dated 6 February 2024 for further details.

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

The Company has received firm commitment from Executive Chairman and Interim CEO, Steve Picton, in relation to a private placement of 43,478,261 new shares at an issue price of $0.023 per new share, raising $1 million before costs.

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7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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