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FLEXIROAM LIMITED Capital/Financing Update 2025

Jan 15, 2025

64947_rns_2025-01-15_64dfc115-30be-4503-9b67-8a43e4a7716d.pdf

Capital/Financing Update

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16 January 2025

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DESPATCH OF OFFER DOCUMENT

Flexiroam Limited (ASX:FRX) (Flexiroam or the Company) confirms that:

  • the Offer Document lodged by the Company with ASX on Wednesday, 8 January 2025 ( Offer Document ) and the personalised entitlement and acceptance form ( Entitlement Form ) in relation to the non-renounceable pro rata rights issue offer of fully paid ordinary shares in Flexiroam (details of which were announced to ASX on 8 January 2025) ( Offer ) were despatched today to Eligible Shareholders who have nominated to receive documents from the Company by electronic means; and

  • other Eligible Shareholders were despatched a letter notifying them of the Offer and providing instructions on how to participate in the Offer (including how to access the Offer Document and personalised entitlement and acceptance form).

The Offer opened today, Thursday, 16 January 2025 and is expected to close at 5.00pm (WST) on Thursday, 30 January 2025.

Eligible shareholders can download a copy of the Offer Document and a personalised Entitlement Form during the offer period through the investor portal at https://investor.automic.com.au/#/home.

Further Information

For all enquiries concerning the Offers, please contact the Company Secretary by telephone on +61 2 8072 1400 or Automic Group on 1300 288 664 (within Australia) or +61 2 9698 5414 (outside Australia) at any time between 9:00 am and 5:00 pm (WST).

-END-

AUTHORISED BY THE BOARD OF DIRECTORS

Corporate enquiries

Jefrey Ong, CEO Telephone: +60 1 6328 9941 Email: [email protected]

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

ABOUT FLEXIROAM

FlexiRoam Limited (ASX: FRX) is the connectivity solution for a new era of travel. Globally, travellers are seeking a more flexible, spontaneous travel experience, facilitated by seamless data at competitive rates. FlexiRoam’s versatile network spans 520 network operators in over 200 countries and regions, making it the preferred service for consumers and businesses worldwide. Our ability to provide a trusted global communications network for Partners to add solution value within key sectors. And with a ‘Customer at the Heart’ ethos we live and breathe our purpose, ‘to open-up global connectivity so that every person can experience the joy of flexible travel’.

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

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

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[EntityRegistrationDetailsLine1Envelope] [EntityRegistrationDetailsLine2Envelope] [EntityRegistrationDetailsLine3Envelope] [EntityRegistrationDetailsLine4Envelope] [EntityRegistrationDetailsLine5Envelope] [EntityRegistrationDetailsLine6Envelope]

16 January 2025

Dear Shareholder

NON-RENOUNCEABLE ENTITLEMENT OFFER – NOTICE TO ELIGIBLE SHAREHOLDERS

We write to you as a registered holder of fully paid ordinary shares ( Shares ) in Flexiroam Limited ( Company ).

On 8 January 2024, the Company announced to the Australian Securities Exchange ( ASX ) that it was undertaking a non-renounceable, pro-rata entitlement offer of up to 785,643,781 Shares ( New Shares ) to raise up to $3,928,219 before costs ( Offer ).

The Company’s Board of Directors is now pleased to offer shareholders who were registered at 5:00pm (AWST) on 13 January 2025 ( Record Date ) with a registered address in Australia, New Zealand, Malaysia, Singapore or Hong Kong ( Eligible Shareholders ) the opportunity to participate in the Offer on the basis of 1 New Share for every 1 existing Shares held at the Record Date ( Entitlement ), at an issue price of $0.005 per New Share.

Eligible Shareholders will also be given the opportunity to apply for any additional New Shares for which the Company does not receive valid applications from other Eligible Shareholders under the Offer (i.e. the shortfall), by way of a top-up facility ( Top-up Facility ).

New Shares are to be quoted and will rank equally with the Company’s existing Shares at the time of issue.

The Offer is partially underwritten up to 200,000,000 New Shares for $1,000,000 by Mr Jefrey Ong, an Executive Director and the interim CEO of the Company.

Details of the Offer are set out in this letter and the offer document which was released to ASX on 8 January 2025 ( Offer Document ). A copy of the Offer Document, along with instructions on how to apply for New Shares and make payment under the Offer, is available online (see below). You can also request a physical copy of the Offer Document from the Company by following the instructions below.

Eligible Shareholders should read the Offer Document in full prior to making an application under the Offer. An Eligible Shareholder who lodges an application under the Offer ( Application ) will be taken to have agreed to be bound by the terms of the Offer as set out in the Offer Document.

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

Purposes of the Offer

It is proposed the funds raised under the Offer will be used as set out in the table below. The table is a statement of present intention as at this announcement and may change.

Use 50%
Subscription
100%
Subscription
Contingent funds for repayment of loan $750,000 $1,500,000
General working capital $1,186,599 $2,395,941
Estimated costs of the Offer $27,511 $32,278
Total $1,964,110 $3,928,219

Options available to Eligible Shareholders

Participation in the Offer is optional and is available exclusively to Eligible Shareholders.

As an Eligible Shareholder, you may:

  • take up all or part of your Entitlement;

  • take up all of your Entitlement and apply for additional New Shares under the Top-up Facility; or

  • do nothing and allow your Entitlement to lapse.

Entitlements under the Offer are non-renounceable. Accordingly, Eligible Shareholders may not sell or transfer any of their Entitlement.

How to obtain Offer Document and personalised Entitlement & Acceptance Form

This letter is to notify you that the Offer is now open and provide you with instructions as to how to participate.

You can obtain a copy of the Offer Document and your personalised Entitlement & Acceptance Form:

  • online at [https://investor.automic.com.au/#/home] – to access this website, you will need your SRN or HIN, which is displayed at the top of this letter; or

  • in hardcopy/paper copy on request to the Company’s Share Registry at [1300 288 664 (within Australia), +61 2 9698 5414 (outside Australia)] or [[email protected]].

There may be delays in the delivery of the Offer Document and your personalised Entitlement & Acceptance Form via post. The Company does not take any responsibility for any late delivery of these documents and strongly encourages you to apply online.

The Offer is scheduled to close at 5:00pm (AWST) on 30 January 2025 unless closed early or extended. Applications and accompanying payments must be received before this time. Late Applications may not be accepted.

Share Price Information

On the last trading day prior to the announcement date of the Offer (being 7 January 2025), the closing

price of the Shares traded on ASX was $0.01.

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The market price of the Shares in the Company may rise and fall between the date of the Offer and the date that any New Shares are issued to you as a result of making an Application under the Offer. This means that the price you pay for the New Shares may exceed the market price of the Shares at the date of issue.

The Board recommends that you obtain your own financial advice in relation to the Offer and consider price movements of Shares in the Company prior to making an Application.

Timetable

The table below sets out the key dates for the Offer. This timetable is indicative only and may change (including to close the Offer earlier or extend the Offer), subject to the ASX Listing Rules.

Event Target date
Announcement of Offer to ASX
Lodgement with ASX of Offer Document, Appendix 3B and notice
under section 708AA(2)(f) of the Corporations Act
Wednesday, 8 January 2025
Record Date (5:00pm (AWST)) Monday, 13 January 2025
Despatch of Offer Document and Entitlement & Acceptance Forms to
Eligible Shareholders
Opening Date of the Offer
Thursday, 16 January 2025
Last day to extend Offer period Friday, 24 January 2025
Closing date of the Offer Thursday, 30 January 2025
Announce results of Offer
Issue of New Shares under the Offer and release of Appendix 2A
Despatch of holding statements
Thursday, 6 February 2025
Normal trading of New Shares to commence on ASX Friday, 7 February 2025

The Company reserves the right to accept late Acceptances either generally or in particular cases, at the Board’s discretion, without notification.

Further Information

For all enquiries concerning the Offer, please contact the Company Secretary, by telephone on +61 2 8072 1400 or at [email protected].

For all general shareholder enquiries, please contact Automic Registry Services, on 1300 288 664 (within Australia) or +61 2 9698 5414 (outside Australia).

Yours faithfully

Tat Seng Koh Chairman Flexiroam Limited

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