FLEXIROAM LIMITED - Capital/Financing Update 2024

==> picture [294 x 78] intentionally omitted <==

OFFER DOCUMENT Non-Renounceable Ri hts Issue g

Flexiroam Limited

(ACN 143 777 397)

Entitlement Offer

For a non-renounceable rights issue offer to Eligible Shareholders of 1 (one) New Share for every 15 (fifteen) Shares held at the Record Date, at an issue price of $0.023 per New Share to raise up to approximately $1,012,931 before costs. Refer to Section 2.1 of this Offer Document for more information in respect of the Entitlement Offer.

Shortfall Offer

For an offer to Eligible Shareholders of the Shortfall to the Entitlement Offer, at an issue price of $0.023 per New Share. Refer to Section 2.2 of this Offer Document for more information in respect of the Shortfall Offer.

Offer Period

The Offers open on Tuesday, 13 February 2024 and close at 5:00pm (WST) on Tuesday, 5 March 2024, unless it is extended.

IMPORTANT NOTICE

This Offer Document and the accompanying Acceptance Form contain important information and should be read in their entirety. This Offer Document is not a prospectus or other form of disclosure document. It does not contain the same level of information. If you have any questions about the Offer or this Offer Document, you should speak to your professional adviser. The Securities offered by this Offer Document should be considered as a speculative investment.

Corporate Directory

Directors

Stephen Picton – Executive Chairman and Interim Chief Executive Officer Tat Seng Koh – Non-Executive Director Jefrey Ong – Non-Executive Director

Company Secretary

Natalie Teo

Registered Office

Suite 6, 4 Riseley Street APPLECROSS WA 6153

Telephone: (08) 6389 2688 Email: [email protected]

Solicitors to the Offer

Blackwall Legal LLP Level 26, 140 St Georges Terrace Perth, Western Australia 6000

ASX Code

FRX

Website

https://www.flexiroam.com/

*Included for information purposes only. This entity has not been involved in the preparation of this Offer Document.

Share Registry*

Automic Group Level 5, 126 Phillip Street SYDNEY NSW 2000

Telephone: 1300 288 664 Facsimile: (02) 8583 3040

Auditor*

Rothsay Audit & Assurance Pty Ltd Level 1, 6 O’Connell Street SYDNEY NSW 2000

OFFER DOCUMENT – Non-Renounceable Rights Issue

Flexiroam Limited

Important Information

Nature of document

This Offer Document is issued by the Company under section 708AA of the Corporations Act, as modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84 . It is dated 6 February 2024 and was lodged with ASX on that date. ASX does not take any responsibility for the contents of this Offer Document or the merits of the investment to which it relates. This Offer Document has not been lodged with ASIC.

This Offer Document is not a prospectus or other disclosure document. It does not contain all of the information which would be found in a prospectus or other disclosure document, or which may be required by an investor to make an informed investment decision regarding the Offers or Shares.

Eligible Shareholders should carefully read all of this Offer Document before making a decision about the Offers. Eligible Shareholders should pay particular attention to the risk factors set out in Section 5. These risks could affect the operations, financial position and performance of the Company.

Not investment or financial product advice

The information in this Offer Document does not constitute investment or financial product advice and does not take into account the investment objectives, financial situation, taxation impact or particular needs of individual Eligible Shareholders. The potential tax effects of the Offers will vary between Eligible Shareholders. Eligible Shareholders should contact their stockbroker, accountant or other professional adviser if they have any questions regarding the Offers and investing in the Company.

Publicly available information

This Offer Document should be read in conjunction with the public announcements made by the Company which are available on the ASX market announcements platform (www.asx.com.au) using the Company’s ASX code ‘FRX’, as well as the Company’s website (https://www.flexiroam.com/). These announcements do not contain all of the information that would be included in a prospectus, but still contain important information about the Company. Eligible Shareholders are encouraged to have regard to such announcements before making a decision whether or not to participate in an Offer. These announcements (and the contents of any websites on which they may be found) do not form part of this Offer Document.

The Company may release further announcements after the date of this Offer Document and throughout the Offer Period, which may be relevant to Eligible Shareholders’ consideration of the Offers. Eligible Shareholders are encouraged to check whether any new announcements have been released by the Company after the date of this Offer Document before deciding whether or not to participate in an Offer.

Disclaimer of representations

The Company has not authorised any person to give any information, or to make any representation, in relation to the Offers that is not contained in this Offer Document, and any such information or representation may not be relied on. Except and to

the extent required by law, neither the Company nor any other person warrants or guarantees the future performance of the Company or any return on investment made pursuant to this Offer Document.

Forward-looking statements

This Offer Document contains forward-looking statements which incorporate an element of uncertainty or risk, such as ‘intends’, ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’ or ‘expects’. These statements have been prepared with all reasonable care and attention, based on an evaluation of current economic, financial and operating conditions, as well as assumptions regarding future events. These events are, as at the Offer Document Date, expected to take place, but there cannot be any guarantee that such events will occur as anticipated or at all given that many of the events are outside the Company’s control. They may be affected by matters such as those outlined in Section 5. This may result in the actual circumstances being materially different to those anticipated. Eligible Shareholders are cautioned not to place undue reliance on any forwardlooking statements.

The Company and the Directors cannot and do not give any assurance that the results, performance or achievements expressed or implied by the forwardlooking statements contained in this Offer Document will actually occur as and when stated. Except to the extent required by law (including the ASX Listing Rules), the Company does not give any undertaking to update or revise any forward-looking statements after the date of the Offer Document to reflect any changes in expectations in relation to forward-looking statements or any change in events, conditions or circumstances on which any such statement is based.

Eligible Shareholders should note that past performance (including past share price performance) cannot be relied on as an indicator of, and does not provide any guidance as to, future performance, including future share price performance.

Jurisdictional restrictions

The Company has not taken any action to register or qualify New Shares or the Offers, or otherwise to permit a public offering of New Shares, in any jurisdiction outside Australia and New Zealand.

The distribution of this Offer Document (including in electronic form) in jurisdictions outside Australia and New Zealand may be restricted by law and therefore persons outside Australia who obtain this Offer Document should seek advice on, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of applicable securities laws. The Company disclaims all liability to such persons.

This Offer Document does not constitute an offer or invitation in any jurisdiction in which, or to any person to whom, it would be unlawful to make such an offer or invitation.

By applying or paying for New Shares, an Eligible Shareholder represents and warrants that there has not been any breach of such laws.

OFFER DOCUMENT – Non-Renounceable Rights Issue

Flexiroam Limited

Limited participation – New Zealand, Singapore, Malaysia and Hong Kong

Without limiting the above, participation under this Offer Document will be permitted in respect of certain Shareholders resident in New Zealand, Singapore, Malaysia and Hong Kong who meet specific eligibility criteria. Please refer to section 2.7 for details in this regard.

Time

References to time relate to the time in Perth, Western Australia, unless otherwise stated.

US Applications

Without limiting the above, this Offer Document or other documents relating to the Offers may not be sent or distributed to (wholly or partially), nor relied upon by, persons in the USA or to persons that are acting for the account or benefit of a US Person.

This Offer Document does not constitute an offer to sell, or the solicitation of an offer to buy, any Shares in the USA or to, or for the account or benefit of, any person in the USA.

The New Shares offered under this Offer Document have not been registered under the US Securities Act or any other state securities laws, and may not be offered, sold, or transferred directly or indirectly, in the USA, or to or for the account of a US Person, unless registered or an exception to the registration requirements applies.

Privacy

Eligible Shareholders who apply for New Shares will provide personal information to the Company and the Share Registry. By applying for New Shares under an Offer, an Eligible Shareholder will be taken to have consented to the Company and the Share Registry collecting, holding and using the Eligible Shareholder’s personal information in order to assess their Acceptance, process the Acceptance, service their your needs as a Shareholder, provide facilities and services that the Eligible Shareholders requests, and carry out appropriate administrative functions. Corporate and taxation laws require the Company to collect some personal information. Eligible Shareholders who do not provide the information requested may not have their Acceptances processed efficiently, or at all.

Governing law

This Offer Document and the accompanying Acceptance Forms are governed by the laws of the State of Western Australia. Eligible Shareholders who apply for New Shares under an Offer submit to the non-exclusive jurisdiction of the courts of the State of Western Australia.

Meaning of terms

Capitalised terms and certain other terms used in this Offer Document are defined in the Glossary in Section 8.

References to “our”, “us” and “we” are references to the Company.

References to “I”, “you” and “your” are references to an Eligible Shareholder.

Currency

References to “$”, “A$”, “AUD”, or “dollar” are references to Australian currency, unless otherwise stated.

OFFER DOCUMENT – Non-Renounceable Rights Issue

Flexiroam Limited

iii

	Page
Corporate Directory ...................................................................................................................................i
Important Information ............................................................................................................................... ii
Contents .................................................................................................................................................. iv
Key Information ....................................................................................................................................... 1
Letter to Shareholders ............................................................................................................................. 3
1.	Commercial Overview ................................................................................................................. 4
2.	Details of the Offers .................................................................................................................... 5
3.	Effect of the Offers .................................................................................................................... 10
4.	Accepting the Offers ................................................................................................................. 13
5.	Risk Factors .............................................................................................................................. 16
6.	Rights and Liabilities Attaching to New Shares ........................................................................ 22
7.	Additional Information ............................................................................................................... 23
8.	Glossary .................................................................................................................................... 25

OFFER DOCUMENT – Non-Renounceable Rights Issue

Flexiroam Limited

Key Information

Indicative Timetable

Event	Target Date
Announcement of Offers to ASX Lodgement with ASX of Offer Document, Appendix 3B and notice under section 708AA(2)(f) of the Corporations Act	Tuesday, 6 February 2024
Record Date (4:00pm (WST))	Friday, 9 February 2024
Despatch of Offer Document and Acceptance Forms to Eligible Shareholders Opening Date of the Offers	Tuesday, 13 February 2024
Last day to extend Offer Period	Thursday, 29 February 2024
Closing Date of the Offers	Tuesday, 5 March 2024
Announcement of acceptances and Shortfall to ASX	Friday, 8 March 2024
Issue of New Shares under the Offers	Tuesday, 12 March 2024
Despatch of Holding Statements	Tuesday, 12 March 2024
Normal trading of New Shares to commence on ASX	Wednesday, 13 March 2024

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

Key Offer Details

Offer	Detail
*Entitlement Offer*
Eligibility	Shareholders registered on the Record Date with an address in Australia, New Zealand, Singapore, Malaysia or Hong Kong, who are not U.S. Persons.
Ratio	1 New Share for every 15 Shares currently held
Price per New Share	$0.023
Number of New Shares offered	Up to 44,040,480
Minimum subscription	Not applicable
Cash proceeds (before costs)	Up to $1,012,931
Underwriting	Not underwritten

OFFER DOCUMENT – Non-Renounceable Rights Issue

Flexiroam Limited

*Shortfall Offer*
Eligibility	Eligible Shareholders
Price per New Share	$0.023
Number of New Shares offered	Up to 44,040,480
Cash proceeds (before costs)	Up to $1,012,931

General Enquiries

Any enquires relating to the Offers or this Offer should be made to the Company using the following contact details:

Attention: Natalie Teo, Company Secretary By telephone: +61 8 6389 2688 By email: [email protected],au

OFFER DOCUMENT – Non-Renounceable Rights Issue

Flexiroam Limited

Letter to Shareholders

Dear Shareholder,

As announced on 6 February 2024, the Company intends to raise approximately $2 million through:

(a) a director placement to raise $1 million (before costs), which is subject to shareholder approval pursuant to the ASX Listing Rules and anticipated to settle in mid-March ( Placement ); and
(b) a non-renounceable pro rata offer to eligible Flexiroam shareholders to raise an additional $1,012,931 (before costs) ( Entitlement Offer ).

On behalf of the Board of Directors, I am pleased to extend to you an invitation to participate in the Entitlement Offer and add to your existing investment in the Company.

The Entitlement Offer is a non-renounceable, pro rata offer to certain Eligible Shareholders on the basis of 1 New Share for every 15 Shares held at the Record Date at an offer price of $0.023 per New Share to raise approximately $1,012,931 before costs. Eligible Shareholders may also apply for additional New Shares which comprise the Shortfall, at the same offer price of $0.023 ( Shortfall Offer ).

Proceeds of the Placement, the Entitlement Offer and the Shortfall Offer will be applied towards infrastructure upgrades and R&D initiatives to enhance the Company’s position in the eSIM data roaming segment, marketing campaigns to increase efficiency and effective of customer acquisition and retention, and working capital requirements. Further details in this regard are set out in Section 1.2.

This Offer Document and the accompanying personalised Acceptance Form should be read carefully and in their entirety before deciding whether to participate in the Offers. In particular, Eligible Shareholders should consider the key risk factors outlined in Section 5.

On behalf of the Board of Directors I invite you to consider this investment opportunity and thank you for your ongoing support of the Company.

Yours sincerely,

==> picture [77 x 47] intentionally omitted <==

Stephen (Steve) Picton

Executive Chairman and Interim Chief Executive Officer

Flexiroam Limited

OFFER DOCUMENT – Non-Renounceable Rights Issue

Flexiroam Limited

Commercial Overview

1. Commercial Overview

1.1 Activities

Flexiroam is a technology company providing vital links between touchpoints and information repositories. The Company provides data connectivity across various communication devices to individuals as well as enterprises requiring constant connectivity to support its business activities. The Company’s versatile network now spans across 520 network operators in over 200 countries and territories.

The Company’s innovative business model gives it the flexibility to expand its capacity and geographical reach beyond its core Retail Travel business. To focus on growth, the Corporate Travel and Solutions lines of business have been redefined into several vertical segments, such as Corporate Rewards and Sponsorship, Wholesale Partners, Reseller Partners, Aviation Services, Terminal Enablement Solutions, Enterprise Solutions and Maritime Services.

As announced on 6 February 2024, the Company’s focus will now move to accelerating growth strategies within the rapidly growing and attractive Travel segment. The skills critical to delivering substantial market share growth in the eSIM Travel segment will be focused around marketing which will support the Company’s go-to-market plans, and technology and infrastructure upgrades which will support scalability and customer experience. For additional information, refer to the announcement dated 6 February 2024.

Details of the Company’s current activities are set out in the recent announcements released to ASX by the Company and are available on the ASX market announcements platform using the Company’s ASX code ‘FRX’, or on the Company’s website: www.investor.flexiroam.com.

1.2 Purpose of the Offers and use of funds

The purpose of the Offers is to raise up to $1,012,931 (before costs). The table below sets out how the Company proposes to apply the funds raised.

Use	Amount
Infrastructure upgrades and R&D initiatives	$500,000
Deployment of third-party SaaS across the product platform	$200,000
Marketing campaigns to boost customer acquisition and retention	$200,000
Costs of the Offers	$55,445
General working capital	$57,486
Total	$1,012,931

Notes:

Costs of the Offers include the costs identified in Section 7.2.
Working capital costs comprises the Company’s administration and overhead costs, and include operating expenses, recruitment costs, accounting costs, auditing costs, insurance costs, legal costs, Share Registry costs, Directors’ fees, ASX fees and regulatory compliance costs and expenses.
The Company has paid approximately $2,420 of the costs of the Offers at the Offer Document Date.

The information set out in the above table is a statement of present intention as at the Offer Document Date. The exact amount of funds spent by the Company will depend on many factors that cannot be presently ascertained. Accordingly, the Directors reserve the right to alter how the funds raised will be applied.

OFFER DOCUMENT – Non-Renounceable Rights Issue

Flexiroam Limited

Details of the Offers

2. Details of the Offers

2.1 Entitlement Offer

==> picture [13 x 11] intentionally omitted <==

Offer

Under the Entitlement Offer, Eligible Shareholders are invited to subscribe for 1 (one) New Share for every 15 (fifteen) Shares held at the Record Date, at an issue price of $0.023 per New Share to raise up to approximately $1,012,931 (before costs).

All New Shares issued pursuant to the Entitlement Offer will be issued as fully paid and will rank equally in all respects with the Existing Shares on issue. Further details of the rights attaching to New Shares are set out in Section 6.

Eligible Shareholders may apply for New Shares but are not required to do so.

Please refer to Section 4 for details on how to accept an Entitlement and apply for New Shares under the Entitlement Offer.

==> picture [13 x 11] intentionally omitted <==

Entitlement and eligibility

The Entitlement Offer is made to Eligible Shareholders only.

All Shareholders with a registered address in Australia, New Zealand, Singapore, Malaysia or Hong Kong and who are registered as the holder of Shares at 4.00pm (WST) on 9 February 2024 ( Record Date ) are Eligible Shareholders. The Entitlement Offer is not extended to Shareholders who do not meet this criterion.

The number of New Shares to which Eligible Shareholders are entitled (i.e. their Entitlement) is shown on each Eligible Shareholder’s Acceptance Form accompanying this Offer Document.

Where the determination of the Entitlement of any Eligible Shareholder results in a fraction of a New Share, such fraction will be rounded to the nearest whole New Share.

An Eligible Shareholder’s Entitlement to participate in the Entitlement Offer will lapse if not accepted by the Closing Date. Any New Shares not applied for will form part of the Shortfall.

The Company reserves the right (in its sole discretion) to:

reject any Acceptance Form that it believes comes from a person who is not an Eligible Shareholder; and
reduce the number of New Shares allocated to Eligible Shareholders, or persons claiming to be Eligible Shareholders, if their claim to be entitled to participate in the Entitlement Offer proves to be false, exaggerated or unsubstantiated.

The Company reserves the right to withdraw the Entitlement Offer at any time before New Shares are issued pursuant to it. In that event, relevant Application Moneys will be refunded without interest in accordance with the Corporations Act. Refunds will be made via direct credit only to the bank account as recorded with the Share Registry as soon as practicable. Eligible Shareholders are encouraged to update their bank account details with the Share Registry via https://investor.automic.com.au/#/home.

==> picture [13 x 11] intentionally omitted <==

Non-renounceable Entitlement Offer

The Entitlement Offer is non-renounceable. Eligible Shareholders may not sell or transfer their Entitlement under the Offers.

OFFER DOCUMENT – Non-Renounceable Rights Issue

Flexiroam Limited

Details of the Offers

==> picture [13 x 11] intentionally omitted <==

Minimum subscription

The Entitlement Offer is not subject to any minimum subscription condition or requirement.

2.2 Shortfall Offer

==> picture [13 x 11] intentionally omitted <==

Shortfall

All New Shares under the Entitlement Offer not subscribed for by Eligible Shareholders pursuant to their Entitlement will comprise the Shortfall.

==> picture [13 x 11] intentionally omitted <==

Offer

Under the Shortfall Offer, Eligible Shareholders are invited to subscribe for the New Shares which comprise the Shortfall, at an issue price of $0.023 per New Share ( Shortfall Offer ).

The Shortfall Offer is a separate offer under this Offer Document.

The Company reserves the right to reject any Acceptance Form or to allocate any Eligible Shareholder fewer New Shares under the Shortfall than the number applied for.

The Company reserves the right to withdraw the Shortfall Offer at any time before New Shares are issued pursuant to it.

Please refer to Section 4 for details on how to apply for New Shares under the Shortfall Offer.

==> picture [13 x 11] intentionally omitted <==

Allocation policy and scale back

In the event that applications for New Shares under the Shortfall Offer exceed the total amount of the Shortfall, the Directors will have absolute discretion as to how to allocate the Shortfall under the Shortfall Offer. In exercising this discretion:

the Directors propose to allocate the Shortfall in a manner considered appropriate to applicants having regard to the best interests of the Company and the Company’s desire to maximise the funds raised from the Offers;
priority will be given to those Eligible Shareholders who hold less than a marketable parcel of Shares (that is, Shares with a value of less than $500, which based on the Offer Price, represents 21,739 Shares) so they may “top up” their shareholding to a marketable parcel of Shares;
subject to the above, the Directors will generally endeavour to allocate the Shortfall in a manner which is considered fair to those applicants, having regard to their existing shareholding interests;
the Directors will not allocate any portion of the Shortfall to an applicant who is a ‘related party’ of the Company (for the purposes of the Listing Rules) in priority to, or to the exclusion of, any other applicant, and in any event only to the extent permitted by the Listing Rules;
the Company will not allocate New Shares under the Shortfall Offer to the extent that the voting power in the Company of the applicant and their Associates (if known) exceeds the takeover thresholds in the Corporations Act (i.e., acquiring voting power of 20% or more in the Company, or increasing an existing controlling voting power of more than 20%); and

OFFER DOCUMENT – Non-Renounceable Rights Issue

Flexiroam Limited

Details of the Offers

the Directors will not otherwise exercise their discretion regarding allocation of the Shortfall in a manner likely to exacerbate a potential unacceptable control effect, except to the extent they consider necessary (acting reasonably) to prevent the issue of New Shares contrary to law or the Listing Rules.

The Company cannot guarantee that Eligible Shareholders who apply under the Shortfall Offer will receive the number of New Shares applied for. If an Eligible Shareholder does not receive any or all of the New Shares subscribed for, the excess Application Moneys will be returned to them without interest.

2.3 Underwriting

The Offers are not underwritten.

2.4 Lead Manager

The Company has not appointed a lead manager to manage the Offers.

2.5 Timetable

The indicative timetable for the Offers is set out in the Key Information section on page 1.

2.6 Nominees, custodians and trustees

Persons acting as nominees, trustees, or custodians for other persons must not take up any Entitlements on behalf of, or send any documents related to the Offers to, any person in any jurisdiction where it is unlawful to do so, or to any person that is acting for the account or benefit of a person in any jurisdiction where it is unlawful to do so. By applying for New Shares under this Offer Document, including by submitting an Acceptance Form or making a payment using BPAY®, a nominee, trustee or custodian represents and warrants this is the case.

The Company is not required to determine whether or not a registered holder or investor is acting as a nominee, trustee or custodian or the identity or residence of any beneficial holder of Shares.

Where any person is acting as a nominee, trustee or custodian for a foreign person, that person, in dealing with its beneficiary, will need to assess whether indirect participation in an Offer by the beneficiary complies with applicable laws.

2.7 Overseas resident Shareholders

==> picture [13 x 11] intentionally omitted <==

New Zealand

The Entitlement Offer is made to Eligible Shareholders with an address in New Zealand, in reliance on the Financial Markets Conduct Act 2013 (New Zealand) and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 .

The New Shares are not being offered or sold to the public within New Zealand other than to such Eligible Shareholders.

Neither this Offer Document nor either Offer has been registered, filed with or approved by any New Zealand regulatory authority. This Offer Document is not an investment statement or prospectus under New Zealand law and is not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

OFFER DOCUMENT – Non-Renounceable Rights Issue

Flexiroam Limited

Details of the Offers

==> picture [13 x 11] intentionally omitted <==

Singapore

This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document relating to such securities may not be issued, circulated or distributed, nor may they be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part 13 of the Securities and Futures Act 2001 of Singapore (the “SFA”) or another exemption under the SFA.

This document has been given to you on the basis that you are an existing holder of the Company’s shares. If you are not such a shareholder, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.

Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party in Singapore. On-sale restrictions in Singapore may be applicable to investors who acquire such securities. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

==> picture [13 x 11] intentionally omitted <==

Malaysia

No approval from, or recognition by, the Securities Commission of Malaysia has been or will be obtained in relation to the offer of New Shares. The New Shares may not be offered, sold or issued in Malaysia except to existing shareholders of the Company. Any New Shares not taken up under the entitlement offer may not be offered, sold or issued in Malaysia except pursuant to, and to persons prescribed under, pursuant to Part I of Schedule 6 and Schedule 7 of the Malaysian Capital Markets and Services Act 2007.

==> picture [13 x 11] intentionally omitted <==

Hong Kong

WARNING: This document may be distributed in Hong Kong only to (i) not more than 50 existing shareholders of the Company and (ii) any other shareholder who is a “professional investor” (as defined in the Securities and Futures Ordinance of Hong Kong, Chapter 571 of the Laws of Hong Kong). This document may not be distributed, published, reproduced or disclosed (in whole or in part) to any other person in Hong Kong or used for any purpose in Hong Kong other than in connection with the recipient’s consideration of the Offers.

You are advised to exercise caution in relation to the Offers. If you are in doubt about any contents of this document, you should obtain independent professional advice.

This document has not been reviewed by any Hong Kong regulatory authority. In particular, this document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of the Laws of Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong Kong.

2.8 Excluded Shareholders

The Offers are not made to Shareholders who on the Record Date have a registered address outside Australia, New Zealand, Singapore, Malaysia or Hong Kong (i.e. Excluded Shareholders).

Neither the Offer Document nor the Acceptance Form constitutes an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. In making the decision to not extend the Offers to Excluded Shareholders, the Company has taken into account:

OFFER DOCUMENT – Non-Renounceable Rights Issue

Flexiroam Limited

Details of the Offers

the small number Shareholders outside Australia, New Zealand, Singapore, Malaysia and Hong Kong;
the number and value of New Shares that would be offered to Shareholders outside Australia, New Zealand, Singapore, Malaysia and Hong Kong; and
the cost of complying with the legal requirements and requirements of regulatory authorities in the overseas jurisdictions.

The Entitlement Offer is made to all Eligible Shareholders. The Company is not required to determine whether or not any registered Eligible Shareholder holds Shares on behalf of persons who are resident outside Australia or New Zealand (including nominees, custodians and trustees) or the identity or residence of any beneficial owners of Shares.

Any Eligible Shareholders who hold Shares on behalf of persons who are resident outside Australia and New Zealand are responsible for ensuring that any dealing with New Shares issued under the Entitlement Offer do not breach the laws and regulations in the relevant overseas jurisdiction, and should seek independent professional advice and observe any applicable restrictions relating to the taking up of Entitlement or the distribution of this Offer Document or the Acceptance Form.

The distribution of this Offer Document and accompanying Acceptance Form (including electronic copies) outside Australia or New Zealand may be restricted by law and therefore persons who come into possession of this Offer Document should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

2.9 No sale nominee for Excluded Shareholders – takeover exception not applicable

The Company has not appointed a sale nominee for Excluded Shareholders under section 615 of the Corporations Act. Accordingly, Eligible Shareholders will not be able to rely on the rights issue exception to the takeover restrictions set out in item 10 of section 611 of the Corporations Act in relation to the Entitlement Offer.

An Eligible Shareholder who intends to apply for some or all of their Entitlement or for part of the Shortfall must have regard to the takeover restrictions in section 606 of the Corporations Act. Any Eligible Shareholder at risk of exceeding voting power of 20% or more in the Company should obtain professional advice before applying for New Shares under the Offers.

The Company will only issue New Shares to an Eligible Shareholder where the Directors are satisfied, in their sole discretion, that doing so will not result in a person’s voting power increasing above 20% or increasing an existing voting power of more than 20%.

OFFER DOCUMENT – Non-Renounceable Rights Issue

Flexiroam Limited

Effect of the Offers

3. Effect of the Offers

3.1 Effect on capital structure

The table below sets out the anticipated effect of the Offers on the Company’s capital structure, assuming other Shares are not issued prior to the close of the Offers.

Security type		Amount
*Shares*
Shares currently on issue	660,607,192
New Shares offered under Offers	44,040,480
Total Shares after the Offers	704,647,672
*Options*
Existing Options1	78,040,000
Options offered under Offers	Nil
Total Options on issue after the Offers	78,040,000
*Share Rights*
Existing Share Rights2	300,000

Notes:

78,040,000 unquoted Options, comprising:
a. 1,000,000 unquoted Options exercisable at $0.035 each on or before 4 October 2028;
b. 1,000,000 unquoted Options exercisable at $0.075 each on or before 4 October 2028;
c. 1,000,000 unquoted Options exercisable at $0.115 each on or before 4 October 2028;
d. 25,013,332 unquoted Options exercisable at $0.035 each on or before 21 June 2028;
e. 25,013,332 unquoted Options exercisable at $0.075 each on or before 21 June 2028; and
f. 25,013,336 unquoted Options exercisable at $0.115 each on or before 21 June 2028.
Employee Share Rights issued under the Company’s employee incentive plan, subject to vesting conditions over a three-year term from 1 July 2021.

3.2 Effect on control

==> picture [13 x 11] intentionally omitted <==

Dilution

The potential effect that the Offers could have on the control of the Company, and the consequences of that effect, will depend upon a number of factors, including investor demand and Existing Shareholdings.

If all Eligible Shareholders subscribe for their Entitlements in full, each Eligible Shareholder’s percentage shareholding should remain substantially the same as at the Record Date.

OFFER DOCUMENT – Non-Renounceable Rights Issue

Flexiroam Limited

Effect of the Offers

The table below sets out the estimated dilutive effect of the Entitlement Offer on Existing Shareholders, assuming various subscription scenarios and that other Shares are not issued (including on the exercise of Options) prior to the close of the Offers. The figures in the table are estimates only and do not take into account the rounding of any fractional entitlements under the Entitlement Offer.

Acceptances	New Shares issued	Dilution
100% subscription under Entitlement Offer	44,040,480	0%
75% subscription under Entitlement Offer	33,030,360	1.56%
50% subscription under Entitlement Offer	22,020,240	3.13%
25% subscription under Entitlement Offer	11,010,120	4.69%
0% subscription under Entitlement Offer	Nil	6.25%

Notes:

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

==> picture [13 x 11] intentionally omitted <==

Control

The Offers are not expected to have any material effect on the control of the Company.

As noted in Section 2.9, Eligible Shareholders may not rely on the rights issue exception to the takeover restrictions set out in item 10 of section 611 of the Corporations Act in relation to the Entitlement Offer. Therefore, the Company will not issue New Shares under either Offer in circumstances where it is aware doing so will result in a person’s voting power increasing above 20% or increasing an existing voting power of more than 20%.

3.3 Existing substantial Shareholders

Based on publicly available information, the Shareholders (and their Associates) in the table below have a substantial holding (i.e. control 5% or more of the issued Shares) at the Offer Document Date.

Name	Current holding	Percentage of total Shares on issue
David Ong	75,200,000	11.38%
Kay Yip Ng	51,672,959	7.82%
Marc Barnett	39,647,059	6.00%

Notes:

Percentage interest has been calculated based on 660,607,192 Shares on issue on the day before the Offer Document Date.

OFFER DOCUMENT – Non-Renounceable Rights Issue

Flexiroam Limited

Effect of the Offers

The information in the table above has been extracted from the Company’s register of Shareholders on the day before the Offer Document Date, and not from substantial holding notices received from, or otherwise required to be provided by, the relevant Shareholders.

3.4 Commitments to accept Entitlements and subscribe for Shortfall

The table below sets out the related parties and substantial Shareholders of the Company who have committed to accepting their Entitlements.

Name	Current holding	Estimated Entitlement	Estimated post-Offer holding
*Related parties*
Stephen Picton	14,189,275	945,952	7.83%1
Tat Seng Koh	47,772,162	3,184,811	7.23%
Jefrey Ong	55,785,892	3,719,060	8.18%2
*Substantial shareholder*
Kay Yip Ng	51,672,959	3,444,864	7.82%

Notes:

As announced on 6 February 2024, the Company has received firm commitment from Mr Picton in relation to a private placement of 43,478,261 Shares at the same issue price of $0.023 raising $1 million before costs ( Placement Shares ). The Placement Shares are subject to shareholder approval, and settlement is expected to occur after the close of the Offers.
Mr Ong has committed to accepting half of his Estimated Entitlement.

3.5 Effect on financial position

The Company will raise up to $1,012,931 (before costs) from the Offers.

The principal effect of the Offers will be to increase the Company’s cash position by $1,012,931 (before costs of the Offers).

3.6 Effects of the Offers on activities

The issue of New Shares under the Offers will provide funds for the purposes set out in Sections 0 and 1.2.

Following the Offers, the Company intends to continue to operate and develop its data connectivity business and accelerate growth strategies as described in Section 1.1.

OFFER DOCUMENT – Non-Renounceable Rights Issue

Flexiroam Limited

Accepting the Offers

4. Accepting the Offers

4.1 Options available

The number of New Shares to which each Eligible Shareholder is entitled is shown on the personalised Acceptance Form accompanying this Offer Document.

An Eligible Shareholder may do any of the following:

accept their Entitlement in full;
accept their Entitlement in full and apply for additional New Shares under the Shortfall Offer;
accept part of their Entitlement and allow the balance to lapse; or
allow all of their Entitlement to lapse.

4.2 Accepting Entitlement in full or in part

To accept their Entitlement in full or in part, an Eligible Shareholder may either make a payment through the BPay® facility or by Electronic Funds Transfer for the number of New Shares that the Eligible Shareholder wishes to apply for in accordance with the instructions on the personalised Acceptance Form, and using the BPay® ‘Biller Code’ and the Eligible Shareholder’s ‘Customer Reference Number’ as shown on the Acceptance Form.

If making a payment by BPay® or Electronic Funds Transfer, there is no requirement to return the Acceptance Form – see Section 4.6.

4.3 Accepting Entitlement in full and applying for additional New Shares under the Shortfall Offer

Eligible Shareholders who wish to accept their Entitlement in full and apply for New Shares under the Shortfall Offer may either make a payment through the BPay® facility or by Electronic Funds Transfer for all their Entitlement and the number of additional New Shares that the Eligible Shareholder wishes to apply for in accordance with the instructions on the personalised Acceptance Form, and using the BPay® Biller Code and Customer Reference Number as shown on the Acceptance Form.

If making a payment by BPay® or Electronic Funds Transfer, there is no requirement to return the Acceptance Form – see Section 4.6.

The allocation and issue of New Shares under the Shortfall Offer will be determined by the Directors in their discretion. The allocation policy in relation to the Shortfall Offer is set out in Section 2.2(c).

4.4 Allowing Entitlement to lapse

Eligible Shareholders who do not wish to accept any of their Entitlement are not required to take any action.

If an Eligible Shareholder does not accept all of their Entitlement, then:

the balance of those Entitlement will lapse and the New Shares that are not subscribed for will form part of the Shortfall; and
their percentage shareholding in the Company will be diluted and reduce.

OFFER DOCUMENT – Non-Renounceable Rights Issue

Flexiroam Limited

Accepting the Offers

4.5 Lodging your Acceptance Form

Eligible Shareholders who wish to apply for New Shares are encouraged to make payments through the BPay® facility or by Electronic Funds Transfer, and can refer to the instructions set out on the Acceptance Form.

Unless payment is made using BPay® or Electronic Funds Transfer, as outlined below, an Acceptance Form must be accompanied by a personal cheque or money order, payable in Australian dollars, for an amount equal to the number of New Shares for which the Eligible Shareholder wishes to apply, multiplied by the Offer Price (i.e. $0.023 per New Share).

Cheques or money orders must be made payable to “Flexiroam Limited” and should be marked “Not Negotiable”.

Completed Acceptance Forms and accompanying cheques or money orders must be received by the Company before 5.00pm (WST) on the Closing Date at the following address:

Flexiroam Limited c/- Automic Group GPO Box 5193 Sydney NSW 2001

An Acceptance Form does not need to be signed to be a binding acceptance of New Shares.

If the Acceptance Form is not completed correctly it may still be treated as valid. the Company’s decision as to whether to treat a form as valid and how to construe, amend or complete the form is final.

4.6 Payment by BPay® or Electronic Funds Transfer

Eligible Shareholders who wish to accept their Entitlement, or accept their Entitlement and apply for New Shares under the Shortfall, using BPay® or Electronic Funds Transfer should follow the instructions on the personalised Acceptance Form which includes including the ‘Biller Code’ and the Eligible Shareholder’s individual ‘Customer Reference Number’.

Eligible Shareholders can only make payment using BPay® if they have an account with an Australian financial institution that supports such transactions.

Eligible Shareholders must ensure to use the specific ‘Biller Code’ and ‘Customer Reference Number’ on their individual Acceptance Form. A form may not be accepted if these details are incorrect. The ‘Customer Reference Number’ is used to identify each Eligible Shareholder’s holding.

Eligible Shareholders with more than one holding of Shares may receive multiple ‘Customer Reference Numbers’. Such Eligible Shareholders can apply under one or more of their holdings.

Payments must be made in Australian dollars for an amount equal to the number of New Shares for which the Eligible Shareholder wishes to apply, multiplied by the Offer Price (i.e. $0.023 per New Share).

If BPay® or Electronic Funds Transfer is used, an Acceptance Form does not need to be submitted to the Company. However, by paying Application Moneys, the Eligible Shareholder will be taken to have made the declarations on the Acceptance Form. If payment is not received for the full Entitlement, an Eligible Shareholder will be deemed to have taken up their Entitlement in respect of such whole number of New Shares that is covered by their Application Moneys.

BPay ® payments or payments via Electronic Funds Transfer of Application Moneys must be received by the Share Registry before 5.00pm (WST) on the Closing Date .

Eligible Shareholders should take into account, when making apply for New Shares, that their individual financial institutions may implement earlier cut-off times for BPay ® and Electronic

OFFER DOCUMENT – Non-Renounceable Rights Issue

Flexiroam Limited

Accepting the Offers

Funds Transfer payments. It is an Eligible Shareholder’s responsibility to ensure that the Application Moneys are received before the Closing Date.

4.7 Application Moneys to be held on trust

Application Money will be held by the Company on trust in accordance with the requirements of the Corporations Act until the New Shares to which the Application Money pertains are issued under an Offer, or a refund of Application Money occurs in the circumstances described in this Offer Document.

The Company will retain any interest earned on Application Money, including in the event of any refund of Application Money.

4.8 ASX quotation of New Shares

New Shares under the Offers are expected to be issued, and holding statements despatched, as soon as practicable after the Closing Date, in accordance with the ASX Listing Rules and the timetable set out in the Key Offer Information section on page 1.

New Shares issued under the Shortfall will be issued on a progressive basis. New Shares will not be issued unless and until ASX grants permission for quotation of the New Shares.

The Company has applied to ASX for the New Shares offered pursuant to this Offer Document to be quoted. If ASX does not grant quotation to the New Shares, then the Company will not issue any of the New Shares and will refund all Application Moneys without interest as soon as practicable.

The Company advises that any request for refunds via direct credit will only be made to the bank account as recorded with the Share Registry. Eligible Shareholders are encouraged to update their bank account details with the Share Registry via https://investor.automic.com.au/#/home.

It is an Eligible Shareholder’s responsibility to determine their holdings before trading in New Shares. Any person who sells New Shares before receiving confirmation of their holding will do so at their own risk.

4.9 No brokerage

Brokerage or transfer/stamp duty is not payable in relation to the Offers.

4.10 CHESS

The Company participates in CHESS operated by ASX Settlement (a wholly owned subsidiary of ASX), in accordance with the ASX Listing Rules and ASX Settlement Rules. The Company operates an electronic issuer-sponsored sub-register and an electronic CHESS sub-register. The two sub-registers together make up the Company’s principal register of Securities.

Under CHESS, the Company will not issue certificates to Eligible Shareholder who accept their Entitlement. Instead, the Company will provide Eligible Shareholder with a Holding Statement (similar to a bank account statement) that sets out the number of Offer Securities allotted to them under this Offer Document.

This statement also advises Shareholders of either their Holder Identification Number ( HIN ) in the case of a holding on the CHESS sub-register or Security Holder Reference Number ( SRN ) in the case of a holding on the issuer sponsored sub-register.

A statement will be routinely sent to holders at the end of any calendar month during which their holding changes. A holder may request a statement at any other time. However, a charge may be incurred for additional statements.

OFFER DOCUMENT – Non-Renounceable Rights Issue

Flexiroam Limited

Risk Factors

5. Risk Factors

5.1 Introduction

Investors wishing to subscribe for New Shares should read this Offer Document in its entirety in order to make an informed assessment of the Company and the rights attaching to New Shares.

Investors should carefully consider whether New Shares in the Company are an appropriate investment for them and should appreciate that the price of the Company’s Securities can fall as well as rise.

New Shares offered by this Offer Document should be viewed as speculative and, whilst the Directors commend the Offers, investors should be aware of, and take into account, the risk factors involved.

This Section is not intended to be an exhaustive list of the considerations to be taken into account by investors in deciding whether to subscribe for New Shares, nor all of the risk factors to which the Company is exposed. Some of these risks can be mitigated by the use of safeguards and appropriate systems and actions, but many are outside the control of the Company and cannot be mitigated.

There are risks associated with investing in any form of business and with investing in the share market generally. All investors should consult their professional advisers if they are in any doubt as to any aspect of this Offer Document, the Offers or any other matter relating to an investment in the Company.

5.2 Company and industry specific risks

The following risks have been identified as being key risks specific to an investment in the Company and the industry in which it operates. These risks have the potential to have a significant adverse impact on the Company and may affect the Company’s financial position, prospects and price of its listed Securities.

==> picture [13 x 11] intentionally omitted <==

Potential for dilution

Upon implementation of the Offer, (assuming all Entitlements are accepted and no other Shares are issued including on exercise or conversion of Options prior to the Record Date), the number of Shares in the Company will increase from 660,607,192 Shares currently on issue to 704,647,672 Shares. This means that immediately after the Offer each Share will represent a lower proportion of the ownership of the Company.

It is not possible to predict what the value of the Company, a Share will be following the completion of the Offers being implemented and the Directors do not make any representation as to such matters.

The last trading price of Shares on ASX prior to the Offer Document being lodged of $0.026 is not a reliable indicator as to the potential trading price of Shares after implementation of the Offers.

==> picture [13 x 11] intentionally omitted <==

Litigation disputes

The Company may become party to various other legal disputes that arise in the ordinary course of its business.

The ability of the Company to achieve its objectives will depend on the performance by other parties to contracts which the Company may enter. If a party defaults in the performance of its obligations or a dispute otherwise arises in connection with such a contract, it may be necessary for the Company to approach a court to seek a legal

OFFER DOCUMENT – Non-Renounceable Rights Issue

Flexiroam Limited

Risk Factors

remedy. Legal action can be costly and there can be no guarantee that a legal remedy will be ultimately granted on the appropriate terms.

==> picture [13 x 11] intentionally omitted <==

Competitive market

The industry in which the Company operates in is a highly dynamic and competitive market and is subject to both domestic and global competition. The Company’s competitors comprise mainly of telecommunication companies and resellers of travel SIMs in countries that the Company operates in and global roaming providers. The competitive pressures have increased in recent years with customers having multiple options of data roaming providers to select from and their decisions are typically based on price, quality of products and services, coverage and technology. Some of the Company’s competitors, especially telecommunication companies are large organisations with greater financial, technical and human resources. While the Company undertakes all reasonable due diligence in its business decisions and operations, the Company has no influence or control over the activities or actions of its competitors, whose activities or actions may negatively impact the operating and financial performance of the Company.

Notwithstanding stiff competition, the Company continues to respond with customerfocused strategy, constant research and development into technology, high quality products and services, and improvements to cost structures. Review of competition and understanding of market and technology trends are also regularly carried out.

==> picture [13 x 11] intentionally omitted <==

Subscribers and customers acquisition

The long-term success of the Company is dependent upon its continuous ability to acquire new subscribers and to ensure retention of those subscribers as repeat users. Whilst the Company continues to devise various strategies including strategic alliances, marketing, promotions and pricing to achieve targeted subscribers and customer growth within the limit of available resources, there can be no assurance that the strategies adopted will be effective. There is no guarantee that the strategies will result in a successful sizeable take-up by customers. The costs incurred in acquiring and retaining customers have direct impact on the financial performance of the Company and there is a risk that revenue generated may not be sufficient to cover customer acquisition and operating costs.

==> picture [13 x 11] intentionally omitted <==

Cyber security

Cyber attack is of foremost concern as the Company relies heavily upon the proper functioning of the FlexiroamX App to provide services to existing customers and to attract new customers. Any attack by hackers on the FlexiroamX App could render the FlexiroamX App unavailable for use by customers or customers’ personal information could be compromised. Any attack may happen without warning and ranges in severity.

Any breach of security can have an extreme impact on the Company’s business and credibility with its clients. Although the Company has in place necessary cyber security measures to minimise and manage such attacks, there can be no assurance that such security strategies will be effective. Unavailability of the FlexiroamX App could harm the Company’s reputation and lead to a loss of revenue, while a compromise on customers’ information could hinder the Company’s ability to retain existing customers or attract new customers, which could have a material adverse impact on the Company’s business.

==> picture [10 x 11] intentionally omitted <==

Risks associated with strategic alliances

The Company’s sales and marketing initiatives for global market growth involve entering into strategic alliances with major corporates in the airline, insurance, travel and financial services industries to acquire global customers. Such strategic activities often require additional high investment costs to support customers and operations and may even require setting up physical presence in those countries thus incurring additional associated overheads and costs. There are risks that the strategic alliances may be

OFFER DOCUMENT – Non-Renounceable Rights Issue

Flexiroam Limited

Risk Factors

unsuccessful due to operational challenges or the acquisition of subscribers and customers are lower than expected. Even if there is demand for the Company's products and services from such strategic alliances, revenue generated may not be sufficient to cover costs associated with these strategic alliances and as such could materially affect the working capital and profitability of the Company.

==> picture [13 x 11] intentionally omitted <==

Dependence on third party network providers

The Company’s business model is reliant upon third party network providers and the performance of those networks in the coverage country. The Company has support measures in place in the event of any network downtime or major network disruptions, aiming at providing customers with best possible solution and user experience. However, any network downtime or major network disruptions could materially impact connectivity and this may affect customer confidence and impact sales of the Company. Any prolonged disruption or failed relationship with any third party network could materially impact the future business performance of the Company.

==> picture [13 x 11] intentionally omitted <==

Dependence on devices

The Company’s products and services require the use of mobile phone or other similar devices. Accordingly, the business model of the Company is heavily dependent upon the existence and ownership of these devices. There can be no guarantee that these devices will continue to be as widely used as they currently are or that they will not be replaced by alternative devices upon which the Company’s technology can function.

==> picture [10 x 11] intentionally omitted <==

Contractual third-party risk

The Company relies on third parties for key deliverables in its business model. These third-party providers include payment gateways, product suppliers and network providers. Any failure by one of these third parties to deliver on their commitment without an appropriate countermeasure could cause disruption to operations. The Company has adopted mitigating strategies including diversifying and not relying on single party providers and continually assesses such risk.

==> picture [10 x 11] intentionally omitted <==

Staff risk

Attracting, nurturing and retaining high-calibre staff is vital for the successful execution of the future ambition of the Company. Any turnover of key staff involved in the business and development of the Company’s core technology and intellectual property may negatively impact the Company’s business performance and growth. Their departure may result in the loss of critical knowledge, knowhow and information and the replacement of such key staff members may require time and further training. The Company’s risk mitigation strategy involves creating a professional environment in which all staff members are able to progress personally and professionally with the Company.

==> picture [13 x 11] intentionally omitted <==

Protection of intellectual property rights

The Company has intellectual property protection plans but such plans may not be exhaustive enough for protection and defence. The legal standards relating to validity, enforceability and scope of protection of intellectual property rights are uncertain from country to country and effective patent, trademark, copyright and trade secret protection may not be available to the Company in all countries in which it has operations. Accordingly, the Company may not be able to prevent third parties from infringing upon or misappropriating its intellectual property. The Company may be required to incur significant expenses in monitoring and protecting its intellectual property rights and may initiate or otherwise be involved in litigation against third parties for infringement or to establish the validity of its rights. Any litigation, whether or not successful could result in significant expenses to the Company and cause a distraction to management.

OFFER DOCUMENT – Non-Renounceable Rights Issue

Flexiroam Limited

Risk Factors

==> picture [10 x 11] intentionally omitted <==

Failure to deal with rapid growth potential

The Company’s business has the potential for rapid growth globally. Failure to properly manage his growth potential could harm the business and resulting to loss of the opportunity to become a market leader. The Company will require scale-up strategies and other resources including availability of financial resources, development of new technologies, recruitment of talent, training, integration and management of the staff as well as the need to satisfy customer requirements, execute strategic business plan or respond to market competition pressure. There can be no assurance that the Company will be able to successfully manage this rapid growth potential opportunity.

==> picture [16 x 11] intentionally omitted <==

Currency risk

The Company derives a majority of its revenue in the US dollars and have costs exposures mainly in US dollars, Australian dollars and Malaysian Ringgit. Accordingly, changes in the exchange rate between the American dollars, Australian dollar and Malaysian Ringgit will have direct effect on the performance of the Company.

==> picture [13 x 11] intentionally omitted <==

Reliance on distribution partners

Apart from strategic alliance partners and direct marketing, the Company’s business model also depends on distribution partners who sell the Company’s products and services globally. There is a risk that these partners will not perform within the expectations of the Company and this could potentially affect the financial performance of the Company.

==> picture [13 x 11] intentionally omitted <==

Government policy changes and legal risk

The Company’s customers are situated from over 200 countries and territories and the Company’s network covers over 200 countries and territories globally. The Company’s operations in the countries in which it operates will be governed by the applicable laws and regulations in those countries. Breaches or non-compliance with these laws and regulations could result in penalties and other liabilities. These may have a material adverse impact on the assets, operations, performance, growth prospects and share price of the Company. Any governmental action or policy changes in relation to aspects such as access to customers, intellectual property protection, trade restrictions and taxation may also adversely affect the Company. These laws and regulations may also be amended from time to time, and any changes thereto are outside of the control of the Company. In addition, there is a commercial risk that legal action may be taken against the Company in relation to commercial matters.

5.3 General investment risks

The business activities of the Company are subject to various general economic and investment risks that may impact on the future performance of the Company. Some of these risks can be mitigated by the use of safeguards and appropriate systems and controls, but some are outside the control of the Company and cannot be mitigated. There are a number of general economic and investment risk factors that apply to companies generally and may include economic, financial, market or regulatory conditions. These risk factors include, but are not limited to, the following:

==> picture [13 x 10] intentionally omitted <==

Future capital requirements

The Company’s ongoing activities are likely to require substantial further financing in the future for its business activities, in addition to amounts raised pursuant to the Offers. Any additional equity financing may be dilutive to Shareholders, may be undertaken at lower prices than the Offer Prices or may involve restrictive covenants which limit the Company’s operations and business strategy.

Although the Directors believe that additional capital can be obtained, there cannot be any assurance that appropriate capital or funding, if and when needed, will be available

OFFER DOCUMENT – Non-Renounceable Rights Issue

Flexiroam Limited

Risk Factors

on terms favourable to the Company or at all. If the Company is unable to obtain additional financing as needed, it may be required to reduce, delay or suspend its operations and which may result in a material adverse effect on the Company’s activities and its ability to continue as a going concern.

==> picture [13 x 11] intentionally omitted <==

Liquidity & volatility

There is a risk that, particularly in times of security market turbulence or negative investor sentiment, there will not be a highly liquid market for the Company’s Shares or that the price of the Company’s Shares may decrease considerably. There may be relatively few buyers or sellers of Securities on ASX at any given time and the market price may by highly volatile.

This may result in holders wishing to sell their Shares in the Company in circumstances where they may receive considerably less than the price paid under an Offer (where applicable).

==> picture [13 x 11] intentionally omitted <==

General economic conditions

Economic conditions, both domestic and global, may affect the performance of the Company. Factors such as fluctuations in currencies, commodity prices, inflation, interest rates, supply and demand and industrial disruption may have an impact on operating costs and share market prices. The Company’s future possible revenues and Securities prices can be affected by these factors, all of which are beyond the control of the Company and its Directors.

==> picture [13 x 11] intentionally omitted <==

Equity market conditions

Shares listed on a securities market, and in particular shares of small companies at any early stage of commercial development, can experience extreme price and volume fluctuations that are often been unrelated to the operating performances of such companies. The market price of Shares may fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general. These security market conditions may affect the value of Shares regardless of the Company’s operating performance.

General factors that may affect the market price of Shares include economic conditions in both Australia and internationally, investor sentiment, local and international share market conditions, changes in interest rates and the rate of inflation, variations in commodity prices, the global security situation and the possibility of terrorist disturbances, changes to government regulation, policy or legislation, changes which may occur to the taxation of companies as a result of changes in Australian and foreign taxation laws, changes to the system of dividend imputation in Australia, and changes in exchange rates.

==> picture [13 x 11] intentionally omitted <==

General changes in government policy & legislation

Any material adverse changes in relevant government policies or legislation of Australia or internationally may affect the viability and profitability of the Company, and consequent returns to investors.

==> picture [10 x 11] intentionally omitted <==

Investment risk

The New Shares offered pursuant to this Offer Document should be considered speculative due to the nature of the Company’s business. There cannot be any assurance as to payment of dividends, return of capital or the market value of New Shares. In particular, the price at which an investor may be able to trade New Shares may be above or below the price paid for those New Shares.

OFFER DOCUMENT – Non-Renounceable Rights Issue

Flexiroam Limited

Risk Factors

Prospective investors must make their own assessment of the likely risks and determine whether an investment in the Company is appropriate having regard to their own particular circumstances.

==> picture [13 x 11] intentionally omitted <==

Insurance

The Company intends to adequately insure its operations in accordance with industry practice. However, in certain circumstances, the Company’s insurance may not be of a nature or level to provide adequate insurance cover. The occurrence of an event that is not covered or only partially covered by insurance could have a material adverse effect on the business, financial condition and results of the Company.

==> picture [13 x 11] intentionally omitted <==

Other

Other risk factors include those normally found in conducting business, including litigation resulting from the breach of agreements or in relation to employees (through personal injuries, industrial matters or otherwise) or any other cause, strikes, lockouts, loss of service of key management or operational personnel, non-insurable risks, delay in resumption of activities after reinstatement following the occurrence of an insurable risk and other matters that may interfere with the business or trade of the Company.

OFFER DOCUMENT – Non-Renounceable Rights Issue

Flexiroam Limited

Rights and Liabilities Attaching to New Shares

6. Rights and Liabilities Attaching to New Shares

The New Shares issued under this Offer Document will be fully paid ordinary shares in the capital of the Company and will rank equally with the Existing Shares.

Full details of the rights and liabilities attaching to the New Shares are contained in the Constitution of the Company and, in certain circumstances, are regulated by the Corporations Act, the ASX Listing Rules and the common law. The Constitution is available for inspection free of charge at the Company’s registered office.

The following is a broad summary (though not necessarily an exhaustive or definitive statement) of the rights and liabilities attaching to the Shares:

==> picture [13 x 11] intentionally omitted <==

Share capital: All issued Shares rank equally in all respects.

==> picture [13 x 10] intentionally omitted <==

Voting rights: Subject to any rights or restrictions for the time being attached to any class or classes of shares, at a general meeting of members every member has one vote on a show of hands and one vote per Share on a poll. Voting may be in person or by proxy, attorney or representative.

==> picture [13 x 11] intentionally omitted <==

Dividends: Except as otherwise required by the Corporations Act and on the terms on which shares are on issue and the rights and restrictions attaching to shares, the Directors may from time to time:
(i) declare dividends (whether final or interim) to be paid to members on such terms, including the amount and the time for and the method of payment, as the Directors think fit; or
(ii) determine that a dividend is payable, fix the amount and time for payment.

==> picture [13 x 11] intentionally omitted <==

Future issues of securities: Subject to the Corporations Act and the Listing Rules, the Directors may issue, grant options over, or otherwise dispose of unissued shares in the Company at the times and on the terms that the Directors think proper and a share may be issued with preferential or special rights.

==> picture [13 x 11] intentionally omitted <==

Transfer of Shares: A shareholder may transfer Shares by a market transfer in accordance with any computerised or electronic system established or recognised by ASX for the purpose of facilitating transfers in Shares or by an instrument in writing in a form approved by ASX or the Board.

==> picture [10 x 11] intentionally omitted <==

Meetings and notices: Each shareholder is entitled to receive notice of, and to attend, general meetings for the Company and to receive all notices, accounts and other documents required to be sent to shareholders under the Constitution, the Corporations Act or the Listing Rules. Shareholders may requisition meetings in accordance with the Corporations Act.

==> picture [13 x 10] intentionally omitted <==

Liquidation rights: The Company has one class of shares on issue, ordinary shares. Each ordinary Share ranks equally in the event of liquidation.

==> picture [13 x 11] intentionally omitted <==

Variation of rights: Subject to the Corporations Act and Listing Rules, the rights attached to the Shares may be varied in accordance with the Corporations Act

==> picture [10 x 11] intentionally omitted <==

Winding up: Subject to the Corporations Act, the Listing Rules and any rights or restrictions attached to a class of shares, on a winding up of the Company any surplus must be distributed among the shareholders of the Company.

==> picture [10 x 11] intentionally omitted <==

Shareholder liability: As the Shares offered under the Prospectus are fully paid Shares, they are not subject to any calls for money by the Directors and will therefore not become liable for forfeiture.

OFFER DOCUMENT – Non-Renounceable Rights Issue

Flexiroam Limited

Additional Information

7. Additional Information

7.1 Continuous disclosure obligations

The Company is a “disclosing entity” for the purposes of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. As a company listed on ASX, the Company is subject to the Chapter 6CA of the Corporations Act and the ASX Listing Rules which require it to immediately notify ASX of any information concerning the Company of which it is or becomes aware and which a reasonable person would expect to have a material effect on the price or value of Shares, subject to certain exceptions.

This Offer Document is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX. Eligible Shareholders should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to subscribe for New Shares under this Offer Document.

Copies of documents lodged with ASX in relation to the Company (including its corporate governance policies) may be obtained from the Company’s website (https://www.flexiroam.com/) or at the ASX market announcements platform (https://www.asx.com.au/markets/trade-our-cashmarket/todays-announcements) using the Company’s ASX code ‘FRX’.

7.2 Expenses of the Offers

The table below sets out the estimated expenses of the Offers (exclusive of any GST payable by the Company).

Expense	Amount
ASX Fees	$5,728
Legal fees	$15,000
Promotion, printing, distribution and registry expenses	$31,217
Miscellaneous fees	$3,500
TOTAL	$55,445

7.3 Remuneration of Directors

The Company’s Constitution provides that the Directors may be paid for their services as Directors.

The Constitution also provides that non-executive Directors may collectively be paid, as remuneration for their services, a fixed sum not exceeding the aggregate maximum set by Shareholders in general meeting. As at the Offer Document Date, the aggregate maximum has been set at $250,000.

A Director may be paid fees or other amounts as the Directors determine, where a Director performs duties or provides services outside the scope of their normal duties. A Director may also be reimbursed for out-of-pocket expenses incurred as a result of their directorship or any special duties.

The table below sets out the current cash and non-cash remuneration of each Director.

OFFER DOCUMENT – Non-Renounceable Rights Issue

Flexiroam Limited

Additional Information

Director	Cash remuneration (per annum, exclusive of superannuation)	Non-cash remuneration (per annum, exclusive of superannuation)
Stephen Picton1	$350,000	50,000,000 unlisted options2
Tat Seng Koh	$60,000	N/A
Jefrey Ong	$60,000	N/A

Notes:

Under the terms of Mr Picton’s Interim Chief Executive Officer (CEO) contract, he will receive an additional $150,000 per annum, exclusive of superannuation, and pro-rated for the period he holds office as Interim CEO. Mr Picton’s current remuneration arrangement as Executive Chairman is $200,000 per annum, exclusive of superannuation.
The Board has agreed, subject to shareholder approval under Listing Rule 10.14 (to be sought at an upcoming general meeting), to issue 50,000,000 unlisted options to Mr Picton. These options are proposed to be issued under the Company’s Employee Share Option Plan in three separate tranches and will be subject to exercise conditions. For additional information, please refer to the Company’s ASX announcement dated 6 February 2024.

7.4 Security holding interests of Directors

The table below sets out the relevant interest of each of Director in the Securities of the Company at the Offer Document Date.

Director	Shares	Options1
Stephen Picton	14,189,2752	4,000,000
Tat Seng Koh	47,772,162	4,000,000
Jefrey Ong	55,785,892	4,000,000

Notes:

In relation to each Director, 4,000,000 unquoted Options comprising:
(a) 1,333,333 unquoted Options exercisable at $0.035 each on or before 21 June 2028, subject to a 1-year vesting period;
(b) 1,333,333 unquoted Options exercisable at $0.075 each on or before 21 June 2028, subject to a 2-year vesting period; and
(c) 1,333,334 unquoted Options exercisable at $0.115 each on or before 21 June 2028, subject to a 3-year vesting period.
Indirectly held by Stephen Picton through Richmond Bridge Superannuation Fund Pty Ltd as trustee for the Richmond Bridge Superannuation Fund, of which Mr Picton is a beneficiary of the fund and a director of the company which is the trustee.

OFFER DOCUMENT – Non-Renounceable Rights Issue

Flexiroam Limited

Glossary

8. Glossary

8.1 Defined terms

In this Offer Document, the following terms have the following meanings:

Acceptance

A valid acceptance of an Entitlement and application for New Shares by an Eligible Shareholder.

Acceptance Form

The entitlement and acceptance form accompanying this Offer Document.

Application Moneys

The moneys payable by Eligible Shareholders who apply for New Shares under one or more Offers.

ASIC The Australian Securities & Investments Commission. Associate Has the meaning given to that term in sections 10 to 17 of the Corporations Act.

ASX

ASX Limited (ACN 008 624 691), including the financial market operated by it as the Australian Securities Exchange.

ASX Listing Rules The listing rules of ASX. ASX Settlement ASX Settlement Pty Ltd (ACN 008 504 532). ASX Settlement Rules The ASX Settlement Operating Rules. Board The Company’s Board of Directors. Business Day A day:

(a) that is a business day as defined in the ASX Listing Rules; and
(b) which is not a Saturday, Sunday, public holiday or bank holiday in Perth, Western Australia.

CHESS

Clearing House Electronic Sub-register System operated by ASX Settlement.

Closing Date The closing date of the Offers, being 5.00pm (WST) on 5 March 2024.

Company Flexiroam Limited (ACN 143 777 397). Constitution The constitution of the Company. Corporations Act The Corporations Act 2001 (Cth). Director A director of the Company as at the Offer Document Date. Eligible Jurisdictions Australia, New Zealand, Singapore, Malaysia and Hong Kong.

Australia, New Zealand, Singapore, Malaysia and Hong Kong.

OFFER DOCUMENT – Non-Renounceable Rights Issue

Flexiroam Limited

Glossary

Eligible Shareholder

A Shareholder who is:

(a) a registered holder of Shares on the Record Date;
(b) has a registered address in an Eligible Jurisdiction as shown in the Share Registry;
(c) not in the United States or a US Person or acting for the account of or benefit of a US Person; and
(d) eligible under all applicable securities laws to receive an offer under the Offers.

The number of New Shares for which an Eligible Shareholder is entitled to apply under the Entitlement Offer, as determined by the number of Shares held by that Shareholder at the Record Date.

Entitlement The number of New Shares for which an Eligible Shareholder is entitled to apply under the Entitlement Offer, as determined by the number of Shares held by that Shareholder at the Record Date. Excluded Shareholder A Shareholder as at the Record Date whose registered address is not situated in an Eligible Jurisdiction. Existing Share A share issued before the Offer Document Date. Existing Shareholder A holder of an Existing Share. GST Goods and services tax levied under the A New Tax System (Goods and Services Tax) Act 1999 (Cth). Holding Statement A holding statement for Securities under CHESS or Security Holder Reference Number. New Shares The Shares that may be issued under this Offer Document pursuant to an Offer. Offer Document This offer document dated 6 February 2024, including any electronic or online version of this offer document. Offer Period The period commencing on the Opening Date and ending on the Closing Date. Offer Price The price at which a New Share is offered to Eligible Shareholders under an Offer, being $0.023 per New Share. Offers The Entitlement Offer and the Shortfall Offer, or either one of those offers as the context requires. Opening Date The opening date of the Offers, being 13 February 2024. Option An option to subscribe for a Share. Privacy Act The Privacy Act 1988 (Cth). Record Date The date at which eligibility of Shareholders to participate in the Offers is determined, being 4.00pm (WST) on 9 February 2024 or such other date as may be determined by the Directors, subject to the ASX Listing Rules.

Entitlement Offer

A non-renounceable pro-rata rights offer to Eligible Shareholders under this Offer Document to subscribe for 1 (one) New Share for every 15 (fifteen) Shares held at the Record Date, at an issue price of $0.023 per New Share, to raise up to approximately $1,012,931 (before costs).

OFFER DOCUMENT – Non-Renounceable Rights Issue

Flexiroam Limited

Glossary

Section A section of this Offer Document. Securities Has the meaning given to that term in section 92(4) of the Corporations Act, including a Share and an Option. Share A fully paid ordinary share in the capital of the Company. Share Registry The Company’s share registry service provider at the Offer Document Date, being Automic Group (ACN 152 260 814). Share Right A contractual right granted by the Company entitling the holder to be issued with a Share on satisfaction of service-related vesting conditions. Shareholder The holder of a Share. Shortfall The New Shares offered under the Entitlement Offer for which valid Acceptances are not received from Eligible Shareholders before the Closing Date. Shortfall Offer An offer under this Offer Document to Eligible Shareholders to subscribe for the New Shares which comprise the Shortfall at an issue price of $0.023 per New Share. U.S. Person Any person in the United States or any person that is, or is acting for the account or benefit of, a “U.S. person” (as defined in Regulation S under the United States Securities Act of 1933, as amended). WST Australian Western Standard Time, being the time in Perth, Western Australia.

OFFER DOCUMENT – Non-Renounceable Rights Issue

Flexiroam Limited

AI assistant

FLEXIROAM LIMITED — Capital/Financing Update 2024

64947_rns_2024-02-05_7018f778-53ea-4aac-80c2-34859650527f.pdf

OFFER DOCUMENT Non-Renounceable Ri hts Issue g

Entitlement Offer

Shortfall Offer

Offer Period

IMPORTANT NOTICE

Corporate Directory

Directors

Company Secretary

Registered Office

Solicitors to the Offer

ASX Code

Website

Share Registry*

Auditor*

Important Information

Nature of document

Not investment or financial product advice

Publicly available information

Disclaimer of representations

Forward-looking statements

Jurisdictional restrictions

Limited participation – New Zealand, Singapore, Malaysia and Hong Kong

Time

US Applications

Privacy

Governing law

Meaning of terms

Currency

Contents

Indicative Timetable

Key Offer Details

General Enquiries

Letter to Shareholders

Stephen (Steve) Picton

1. Commercial Overview

1.1 Activities

1.2 Purpose of the Offers and use of funds

Notes:

2. Details of the Offers

2.1 Entitlement Offer

Offer

Entitlement and eligibility

Non-renounceable Entitlement Offer

Minimum subscription

2.2 Shortfall Offer

Shortfall

Offer

Allocation policy and scale back

2.3 Underwriting

2.4 Lead Manager

2.5 Timetable

2.6 Nominees, custodians and trustees

2.7 Overseas resident Shareholders

New Zealand

Singapore

Malaysia

Hong Kong

2.8 Excluded Shareholders

3. Effect of the Offers

3.1 Effect on capital structure

Notes:

3.2 Effect on control

Dilution

Notes:

Control

3.3 Existing substantial Shareholders

Notes:

3.4 Commitments to accept Entitlements and subscribe for Shortfall

Notes:

3.5 Effect on financial position

3.6 Effects of the Offers on activities

4. Accepting the Offers

4.1 Options available

4.2 Accepting Entitlement in full or in part

4.3 Accepting Entitlement in full and applying for additional New Shares under the Shortfall Offer

4.4

Allowing Entitlement to lapse

FLEXIROAM LIMITED Capital/Financing Update 2024