FLEXIROAM LIMITED — Capital/Financing Update 2024

Feb 5, 2024

6 FEBRUARY 2024

==> picture [165 x 27] intentionally omitted <==

CLEANSING NOTICE – ENTITLEMENT OFFER AND SHORTFALL OFFER

This notice is given by Flexiroam Limited (ASX: FRX) ( Flexiroam or the Company ) pursuant to section 708AA(2)(f) of the Corporations Act 2001 (Cth) ( Corporations Act ) (as modified by the ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84 ).

Background

On 6 February 2024, the Company announced that it was undertaking a non-renounceable, pro rata entitlement offer ( Entitlement Offer ) of up to 44,040,480 fully paid ordinary shares in the Company ( New Shares ) to raise up to $1,012,931 before costs.

New Shares will be offered to shareholders who are registered as holders of Shares as at 4.00pm (AWST) on 9 February 2024 ( Record Date ) and whose registered address is in Australia, New Zealand, Singapore, Malaysia or Hong Kong ( Eligible Shareholders ) at an offer ratio of 1 New Share for every 15 existing Shares held on the Record Date ( Entitlement ) and at an issue price of $0.023 per New Share.

In addition, Eligible Shareholders may also apply for the New Shares which comprise the shortfall to the Entitlement Offer ( Shortfall ), at the same issue price of $0.023 per New Share ( Shortfall Offer ).

Further details regarding the Entitlement Offer and the Shortfall Offer ( Offers ) are set out in the ASX announcement accompanying this notice and the Company’s Offer Document dated 6 February 2024.

Notification

The Company gives notice that:

1. The Company will offer the New Shares under the Offers without disclosure to investors under Part 6D.2 of the Corporations Act.

2. This notice is being given under section 708AA(2)(f) of the Corporations Act.

3. As at the date of this notice, the Company has complied with:

   • a. the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and b. sections 674 and 674A of the Corporations Act.

4. As at the date of this notice, there is no information:

   • a. that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and

   • b. that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

==> picture [347 x 42] intentionally omitted <==

==> picture [165 x 27] intentionally omitted <==

  - i. the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or 

  - ii. the rights and liabilities attaching to the New Shares. 

1. The potential effect that the issue of the New Shares under the Offers will have on the control of the Company, and the consequences of that effect, will depend on a number of factors, including the extent to which Eligible Shareholders participate in the Entitlement Offer and subscribe for their Entitlements. At the date of this notice, the Offers are not expected to have any material effect on control of the Company. However, the Company notes the following key points:

   • a. If all Eligible Shareholders subscribe for their Entitlement in full:

     • i. each Eligible Shareholder’s percentage interest in the total issued Shares will remain the same and not be diluted; and

     • ii. there will not be any material effect on control of the Company.

   • b. In the more likely event that not all Eligible Shareholders subscribe for their full Entitlement and a Shortfall remains:

     • i. those Eligible Shareholders who do not participate (including those shareholders who are ineligible to participate) in the Offers or who do not subscribe for their full Entitlement, will be diluted relative to those Eligible Shareholders who subscribe for their full Entitlement; and

     • ii. the extent of the shareholding dilution will depend on the degree to which Eligible Shareholders take up their Entitlement.

   • c.

   • Eligible Shareholders may apply for additional New Shares under the Shortfall Offer.

• d. The Company will not issue New Shares under either Offer to the extent it may result in the voting power of a person and their ‘associates’ (as defined in the Corporations Act) exceeding 20% or increasing an existing voting power of more than 20%.

• e. So far as the Company is aware, based on substantial holding notices that have been lodged prior to the date of this notice, there are no shareholders with voting power of more than 20% in the Company.

• f. The table below sets out the estimated dilutive effect of the Entitlement Offer on Eligible Shareholders, assuming various subscription scenarios.

Acceptances	New Shares issued	Dilution
100% subscription under EntitlementOffer	44,040,480	0%
75% subscription under EntitlementOffer	33,030,360	1.56%

Page 2 of 3

==> picture [165 x 27] intentionally omitted <==

50% subscription under EntitlementOffer	22,020,240	3.13%
25% subscription under EntitlementOffer	11,010,120	4.69%
0% subscription under EntitlementOffer	Nil	6.25%

Notes:

1. The table assumes that other Shares are not issued (including on the exercise of options or vesting of share rights) prior to the close of the Offers.

2. The dilution represents a percentage of the total maximum Shares on issue on completion of the Entitlement Offer (704,647,672 Shares).

3. For additional information, refer to section 3 of the Company’s Offer Document dated 6 February 2024.

-END-

Forward-Looking Statements

This announcement contains forward-looking statements that are based on Flexiroam’s expectations, estimates and projections as of the date on which the statements were made. These forward-looking statements include, among other things, statements with respect to Flexiroam’s group business strategy, plans, development, objectives, performance, outlook, growth, cash flow, projections, targets and expectations, negotiations, and service development. Generally, these forward-looking statements can be identified by the use of terminology such as ‘outlook’, ‘anticipate’, ‘project’, ‘target’, ‘potential’, ‘likely’, ‘believe’, ‘estimate’, ‘expect’, ‘intend’, ‘may’, ‘would’, ‘could’, ‘should’, ‘scheduled’, ‘will’, ‘plan’, ‘forecast’, ‘evolve’ and similar expressions.

Persons reading this announcement are cautioned that such statements are only predictions, and that the actual future results or performance may be materially different to those in the statements. Forward-looking information is subject to known and unknown risks, uncertainties and other factors (including those outside of Flexiroam’s control) that may cause the group’s actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements.

Page 3 of 3