XREF LIMITED — Capital/Financing Update 2025

Mar 20, 2025

Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name

XREF LIMITED

Announcement Type

New announcement

Date of this announcement

21/3/2025

The Proposed issue is:

An offer of securities under a securities purchase plan

Total number of +securities proposed to be issued for an offer of securities under a securities purchase plan

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
XF1	ORDINARY FULLY PAID	7,692,308

+Record date

20/3/2025

Offer closing date

22/4/2025

+Issue date

30/4/2025

Refer to next page for full details of the announcement

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Appendix 3B - Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

XREF LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ABN

Registration Number

34122404666

1.3 ASX issuer code

XF1

1.4 The announcement is

New announcement

1.5 Date of this announcement

21/3/2025

1.6 The Proposed issue is:

An offer of +securities under a +securities purchase plan

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Appendix 3B - Proposed issue of securities

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Part 4 - Details of proposed offer under securities purchase plan

Part 4A - Conditions

4A.1 Do any external approvals need to be obtained or other conditions satisfied before the offer of +securities under the +securities purchase plan issue can proceed on an unconditional basis? No

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Appendix 3B - Proposed issue of securities

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Part 4B - Offer details

+Class or classes of +securities that will participate in the proposed issue and +class or classes of +securities proposed to be issued

ASX +security code and description

XF1 : ORDINARY FULLY PAID

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

Details of +securities proposed to be issued

ASX +security code and description XF1 : ORDINARY FULLY PAID

Maximum total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted 7,692,308

Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? No Will the offer be conditional on applications for a maximum number of +securities being received or a maximum amount being raised (i.e. a maximum subscription condition)? Yes

Describe the maximum subscription condition

The SPP will be capped at $1 million (7,692,308 Shares) and if Xref receives valid applications exceeding $1 million under the SPP, the Company intends to allocate Shares on a `first-come, first served¿ basis, with applications received in excess of $1 million returned to the relevant applicants.

Will individual security holders be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? Yes Is the minimum acceptance unit based or dollar based? Dollar based ($)

Please enter the minimum acceptance value $ 2,500 Will individual security holders be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? Yes Is the maximum acceptance unit based or dollar based? Dollar based ($)

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Appendix 3B - Proposed issue of securities

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Please enter the maximum acceptance value

$ 30,000

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----- Start of picture text ----- Describe all the applicable parcels available for this offer in number of securities or dollar value$2,500 19,231 shares$5,000 38,462 shares$10,000 76,923 shares$15,000 115,385 shares$20,000 153,846 shares$30,000 230,769 sharesOffer price detailsHas the offer price been determined?YesIn what currency will the offer What is the offer price perbe made? +security?AUD - Australian Dollar AUD 0.13000Oversubscription & Scale back detailsWill a scale back be applied if the offer is over-subscribed?YesDescribe the scale back arrangementsThe Company intends to allocate Shares on a `first-come, first served¿ basis, with applications receivedin excess of $1 million returned to the relevant applicants.Will these +securities rank equally in all respects from their issue date with the existing issued+securities in that class?Yes----- End of picture text -----

Part 4C - Timetable 4C.1 Date of announcement of +security purchase plan 21/3/2025 4C.2 +Record date 20/3/2025 4C.3 Date on which offer documents will be made available to investors 4/4/2025 4C.4 Offer open date 4/4/2025 4C.5 Offer closing date 22/4/2025

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4C.7 +Issue date and last day for entity to announce results of +security purchase plan offer

30/4/2025

Part 4D - Listing Rule requirements

4D.1 Does the offer under the +securities purchase plan meet all of the requirements of listing rule 7.2 exception 5 or do you have a waiver from those requirements? Yes

Part 4E - Fees and expenses

4E.1 Will there be a lead manager or broker to the proposed offer? Yes

4E.1a Who is the lead manager/broker?

TMT Partners is the corporate adviser and manager to the capital raising.

4E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

1.5% of the amount raised in the SPP, paid in cash.

4E.2 Is the proposed offer to be underwritten? No

4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

4E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer None

Part 4F - Further Information

4F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

The net proceeds of the SPP will reduce the Company¿s net debt position and provide the ¿exibility to restructure the business to provide more e¿cient operations and improve operational cash ¿ow.

4F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? No

4F.2 Countries in which the entity has +security holders who will not be eligible to accept the proposed offer

Shareholders must have an address in a jurisdiction in which it is lawful and practical for the Company to issue Shares under the Plan. Xref has determined that it is either unlawful or impractical to make offers under the SPP to any US Person.

4F.3 URL on the entity's website where investors can download information about the proposed offer https://www.xf1.com/

4F.4 Any other information the entity wishes to provide about the proposed offer

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