XCF Global Shareholders Approve Issuance of 19.99% Stock

XCF Global announced that, at a Special Meeting of its Stockholders held on March 6, 2026, its stockholders approved the issuance of 19.99% or more of the Company's issued and outstanding Common Stock as of January 26, 2026 pursuant to a private placement offering of shares of Common Stock to a single investor in accordance with Nasdaq Listing Rules 5635(d) and 5635(b). As XCF previously reported, on January 26, 2026, XCF entered into a binding term sheet with Southern Energy Renewables, DevvStream Corp., and EEME Energy SPV I, which sets forth the principal terms and conditions of a proposed business combination among such parties. The Term Sheet also contemplates that XCF will invest $10 million to convert and build out its New Rise Renewables Reno facility for SAF production and blending and related corporate purposes, to be funded through the sale by XCF to EEME of $10 million of Common Stock; provided that in no event would XCF issue to EEME, nor would EEME acquire more than 41,639,170 shares of XCF's common stock pursuant to the Term Sheet or acquire or to otherwise become, directly or indirectly, a "beneficial owner" of a number of shares of Common Stock in excess of 19.99% of the issued and outstanding shares of Common Stock as of the date hereof until such time as XCF has obtain stockholder approval for such issuance. As part of the planned Plant Conversion, XCF has initiated upgrades to the New Rise Renewables Reno facility, including the procurement of a new hydrotreating catalyst. This technology will enable the facility to convert a broad range of renewable feedstocks into high-quality neat sustainable aviation fuel, SAF, that meets ASTM D7566 specifications. The upgraded hydrotreating system will utilize Axens' Vegan technology, a proven platform designed for flexible high -performance renewable fuel production. XCF's stockholder approval obtained at the March 6, 2026 Special Meeting of Stockholders removes the Share Cap and allows EEME to acquire the balance of the shares it committed to purchase pursuant to the Term Sheet. Prior to today, EEME had acquired 38,000,000 shares of XCF Common Stock pursuant to the Term Sheet for a total of $3,800,000. XCF anticipates that EEME will acquire remaining 62,000,000 shares under the Term Sheet, for a total of $6,200,000, in two equal tranches, with half being funded during the week of March 7, 2026, and the other half being funded during the week of March 31, 2026. The proposed business combination remains subject to negotiation of definitive agreements and required approvals. EEME's obligation to acquire such shares is independent of the remainder of the proposed Transaction contemplated by the Term Sheet.