Announcement PDF Appendix 3B - Proposed issue of securities Announcement Summary Entity name CARBONXT GROUP LIMITED Announcement Type New announcement Date of this announcement 24/9/2024 The Proposed issue is: A placement or other type of issue Total number of +securities proposed to be issued for a placement or other type of issue Maximum Number of +securities to be issued ASX +security code +Security description New class-code to be confirmed Options 23,207,915 CG1 ORDINARY FULLY PAID 46,415,830 Proposed +issue date 1/10/2024 Refer to next page for full details of the announcement Appendix 3B - Proposed issue of securities 1/6 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 ABN 59097247464 1.3 ASX issuer code CG1 1.4 The announcement is New announcement 1.5 Date of this announcement 24/9/2024 1.6 The Proposed issue is: A placement or other type of issue Appendix 3B - Proposed issue of securities 2/6 Appendix 3B - Proposed issue of securities Part 7 - Details of proposed placement or other issue Part 7A - Conditions 7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes 7A.1a Conditions Approval/Condition Date for determination +Security holder approval 30/10/2024 Is the date estimated or actual? ** Approval received/condition met? Actual Comments The Company intends to issue Placement Shares under the available Listing Rule 7.1 and 7.1A placement capacity. The Company will issue participants in the placement with one unquoted option for every two shares subscribed for in the placement. The Company will seek approval at the Company's AGM to issue the attaching options. If the resolution is approved at the AGM, the Options will be issued as soon as possible after the AGM and no later than 3 months following the date of the AGM. Part 7B - Issue details 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)? Existing class Will the proposed issue of this +security include an offer of attaching +securities? Yes Details of +securities proposed to be issued ASX +security code and description CG1 : ORDINARY FULLY PAID Number of +securities proposed to be issued 46,415,830 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? Yes In what currency is the cash consideration being paid? What is the issue price per +security? AUD - Australian Dollar AUD 0.06500 Appendix 3B - Proposed issue of securities 3/6 Appendix 3B - Proposed issue of securities Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes Attaching +Security Is the proposed attaching 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 Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX) Details of attaching +securities proposed to be issued ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them) Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? No equitable under listing rule 6.1? No ASX +security code +Security description New class-code to be confirmed Options +Security type Options Number of +securities proposed to be issued 23,207,915 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No Please describe the consideration being provided for the +securities The Company intends to issue Placement Shares under the available Listing Rule 7.1 and 7.1A placement capacity. The Company will issue participants in the placement with one unquoted option for every two shares subscribed for in the placement. Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.010000 Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Options details +Security currency AUD - Australian Dollar Appendix 3B - Proposed issue of securities 4/6 Appendix 3B - Proposed issue of securities Exercise price Expiry date AUD 0.0100 30/10/2026 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 Each option will convert into one fully paid ordinary shares (ASX:CG1) 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. See the announcement released to the ASX on 24 September 2024 Part 7C - Timetable 7C.1 Proposed +issue date 1/10/2024 Part 7D - Listing Rule requirements 7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No 7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes 7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1? 25,826,999 shares 7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? Yes 7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A? 20,588,831 Shares 7D.1c ( ii ) Please explain why the entity has chosen to do a placement rather than a +pro rata issue or an offer under a +security purchase plan in which existing ordinary +security holders would have been eligible to participate The Company chose to complete a placement as it was the most timely and cost-efficient method to raise capital 7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No 7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No 7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No Appendix 3B - Proposed issue of securities 5/6 Appendix 3B - Proposed issue of securities Part 7E - Fees and expenses 7E.1 Will there be a lead manager or broker to the proposed issue? Yes 7E.1a Who is the lead manager/broker? Sanlam Private Wealth acted as lead manager to the Placement 7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? 6% of the funds raised 7E.2 Is the proposed issue to be underwritten? No 7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue Part 7F - Further Information 7F.01 The purpose(s) for which the entity is issuing the securities The funds raised in the September Placement are intended to be used to fund development of the Kentucky Facility and to fund general working capital. 7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No 7F.2 Any other information the entity wishes to provide about the proposed issue 7F.3 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: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f) Appendix 3B - Proposed issue of securities 6/6