Announcement PDF Appendix 3B - Proposed issue of securities Announcement Summary Entity name CARBONXT GROUP LIMITED Announcement Type New announcement Date of this announcement 22/8/2025 The Proposed issue is: A standard pro rata issue (including non-renounceable or renounceable) Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable) ASX +security code +Security description New class-code to be confirmed QUOTED OPTIONS EXPIRING 17-SEPT-2028 EX 0.07 Maximum Number of +securities to be issued 69,777,285 Ex date 26/8/2025 +Record date 27/8/2025 Offer closing date 10/9/2025 Issue date 17/9/2025 Refer to next page for full details of the announcement Appendix 3B - Proposed issue of securities 1/7 Appendix 3B - Proposed issue of securities Part 1 - Entity and announcement details 1.1 Name of +Entity CARBONXT GROUP 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 Registration Number ACN 097247464 1.3 ASX issuer code CG1 1.4 The announcement is New announcement 1.5 Date of this announcement 22/8/2025 1.6 The Proposed issue is: A standard +pro rata issue (non-renounceable or renounceable) 1.6a The proposed standard +pro rata issue is: + Non-renounceable Appendix 3B - Proposed issue of securities 2/7 Appendix 3B - Proposed issue of securities Part 3 - Details of proposed entitlement offer issue Part 3A - Conditions 3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? No Part 3B - Offer details +Class or classes of +securities that will participate in the proposed issue and +class or classes of +securities proposed to be issued ASX +security code and description CG1 : ORDINARY FULLY PAID Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? New class Will the proposed issue of this +security include an offer of attaching +securities? No If the entity has quoted company options, do the terms entitle option holders to participate on exercise? No Details of +securities proposed to be issued ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them) ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities do not have +CDIs issued over them) Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1? No Will the entity be seeking quotation of the 'new' class of +securities on ASX? Yes ASX +security code +Security description New class-code to be confirmed QUOTED OPTIONS EXPIRING 17-SEPT-2028 EX 0.07 +Security type Options Offer ratio (ratio to existing holdings at which the proposed +securities will be issued) Appendix 3B - Proposed issue of securities 3/7 Appendix 3B - Proposed issue of securities Offer ratio (ratio to existing holdings at which the proposed +securities will be issued) The quantity of additional +securities For a given quantity of +securities to be issued held 1 6 What will be done with fractional entitlements? Maximum number of +securities proposed to be issued (subject to rounding) Fractions rounded down to the nearest whole number or fractions disregarded 69,777,285 Offer price details for retail security holders In what currency will the offer be made? What is the offer price per +security for the retail offer? AUD - Australian Dollar AUD 0.01000 Oversubscription & Scale back details Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? No Will a scale back be applied if the offer is over-subscribed? No Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Options details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.0700 17/9/2028 Details of the type of +security that will be issued if the option is exercised CG1 : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised Up to 69,777,285 fully paid ordinary shares, assuming all 69,777,285 Loyalty Options are issued and exercised. Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. https://www.asx.com.au/markets/trade-our-cash-market/announcements.cg1 Appendix 3B - Proposed issue of securities 4/7 Appendix 3B - Proposed issue of securities Part 3C - Timetable 3C.1 +Record date 27/8/2025 3C.2 Ex date 26/8/2025 3C.4 Record date 27/8/2025 3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue 1/9/2025 3C.6 Offer closing date 10/9/2025 3C.7 Last day to extend the offer closing date 5/9/2025 3C.9 Trading in new +securities commences on a deferred settlement basis 11/9/2025 3C.11 +Issue date and last day for entity to announce results of +pro rata issue 17/9/2025 3C.12 Date trading starts on a normal T+2 basis 18/9/2025 3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis 22/9/2025 Part 3E - Fees and expenses 3E.1 Will there be a lead manager or broker to the proposed offer? No 3E.2 Is the proposed offer to be underwritten? Yes 3E.2a Who are the underwriter(s)? The Offer is fully underwritten by Chaleyer Holdings Pty Limited, with sub-underwriting provided by Phelbe Pty Ltd and all Directors of the Company. 3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)? The Entitlement Offer is fully underwritten 3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)? Appendix 3B - Proposed issue of securities 5/7 Appendix 3B - Proposed issue of securities 3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)? The Underwriter is entitled to an underwriting fee of 6% of the amount raised from the issue of the New Options under Offer 3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated Termination events under the underwriting agreement include withdrawal of the Entitlement Offer, material delays to the offer timetable, and material breach of representations or warranties by the Company. 3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? Yes 3E.2e (i) What is the name of that party? Sub-underwriters include Directors Matthew Driscoll, Warren Murphy, David Mazyck and Nicholas Andrews. 3E.2e (ii) What is the extent of their underwriting or sub-underwriting (ie the amount or proportion of the offer they have underwritten or sub-underwritten)? Matthew Driscoll ($100,000), Warren Murphy ($100,000), David Mazyck ($50,000) and Nicholas Andrews ($50,000). 3E.2e (iii) What fee, commission or other consideration is payable to them for acting as underwriter or sub-underwriter? The sub-underwriters are not being paid any fees 3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No 3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer The Company anticipates that the fees in relation to ASIC and ASX fees, legal fees, registry and company secretarial fees of approximately $71,000 Part 3F - Further Information 3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue The Company intends to apply funds raised from entitlement offer and payment of the Exercise Price for general working capital purposes. 3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No 3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No 3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue The Entitlement Offer is open to shareholders with a registered address in Australia and New Zealand 3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities No 3F.6 URL on the entity's website where investors can download information about the proposed issue https://cglimited.com.au/ 3F.7 Any other information the entity wishes to provide about the proposed issue 3F.8 Will the offer of rights under the rights issue be made under a +disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? Yes 3F.9 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: Appendix 3B - Proposed issue of securities 6/7 Appendix 3B - Proposed issue of securities The publication of a +disclosure document or +PDS for the +securities proposed to be issued Appendix 3B - Proposed issue of securities 7/7