Star Metro - XCF Global Announces Appointment of New Board of Directors Following Business Combination

HOUSTON, TX / ACCESS Newswire / June 16, 2025 / XCF Global, Inc. ("XCF") (Nasdaq:SAFX), a key player in decarbonizing the aviation industry through Synthetic Aviation Fuel ("SAF"), today announced the appointment of its Board of Directors following the successful completion of its business combination and public listing on Nasdaq under the ticker symbol SAFX. The newly constituted Board brings together a diverse group of experienced leaders with backgrounds in energy, aviation, financial markets, private equity, law, corporate governance, and operational leadership.

The initial six members of the XCF Global Board of Directors are:

• Mihir Dange (Board Chair) - Chief Executive Officer of XCF Global, bringing more than 25 years of experience in commodities trading, capital markets, and company leadership.

• Anne Anderson (Lead Independent Director) - Former senior executive at Shell and board member of Shell Midstream Partners with extensive experience in global energy, aviation fuels, and large-scale commercial transactions.

• Sanford (Sandy) Cockrell (Director) - Former US and global board member and senior client service partner at Deloitte LLP, with decades of experience in financial strategy, accounting, tax, governance, and executive advisory.

• Si-Yeon Kim (Director) - Global executive and private equity advisor with expertise in M&A, corporate governance, and aviation decarbonization, including prior senior leadership roles at American Express Global Business Travel and JPMorgan Chase & Co.

• Carter McCain (Director) - Highly accomplished attorney and principal in McCain Law P.A., advising clients on international business transactions, finance, and investment structuring.

• Wray Thorn (Director) - Partner and Co-Founder at Focus Impact Partners and former CIO - Private Investments at Two Sigma Investments, with extensive experience in private equity, capital formation, impact investing, and growth-stage business leadership.

"We are fortunate to have assembled such an accomplished and highly qualified group of directors to guide XCF as we execute our growth strategy and scale SAF production," said Mihir Dange, Chief Executive Officer and Board Chair. "Our Board has built, scaled, and governed business at the highest level and will be instrumental as we advance our mission to lead the decarbonization of the aviation industry."

The Board appointments were made in accordance with the terms of the Business Combination Agreement between XCF Global and Focus Impact BH3 Acquisition Company. As previously disclosed, the Company intends to expand the Board in the future to nine members and, if their appointment does not conflict with Nasdaq rules concerning board independence, add Mr. Carl Stanton, who is currently serving as a Board Observer, and Mr. Gregory R. Surette, who is XCF's Chief Strategy Officer and Corporate Secretary, to the Board along with an additional director meeting the independence and other requirements for service on our Board.

For additional details on the Board of Directors, please refer to the Company's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on June 12, 2025.

About XCF Global, Inc.

XCF Global, Inc. is a pioneering synthetic aviation fuel company dedicated to accelerating the aviation industry's transition to net-zero emissions. XCF is developing and operating state-of-the-art clean fuel SAF production facilities engineered to the highest levels of compliance, reliability, and quality. XCF is actively building partnerships across the energy and transportation sectors to accelerate the adoption of SAF on a global scale. To learn more, visit www.xcf.global.

Forward Looking Statements

This Press Release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "potential" or "continue", or the negatives of these terms or variations of them or similar terminology. These forward-looking statements, including, without limitation, statements regarding New XCF's expectations with respect to future performance and anticipated financial impacts of the Business Combination, estimates and forecasts of other financial and performance metrics, and projections of market opportunity and market share, are subject to risks and uncertainties, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by New XCF and its management, are inherently uncertain and subject to material change. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) changes in domestic and foreign business, market, financial, political, and legal conditions; (2) unexpected increases in New XCF's expenses resulting from potential inflationary pressures and rising interest rates, including manufacturing and operating expenses and interest expenses; (3) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any agreements with regard to New XCF's offtake arrangements; (4) the outcome of any legal proceedings that may be instituted against the parties to the Business Combination Agreement or others; (5) New XCF's ability to meet Nasdaq's continued listing standards; (6) New XCF's ability to integrate the operations of New Rise and implement its business plan on its anticipated timeline; (7) New XCF's ability to raise financing in the future and the terms of any such financing; (8) New Rise's ability to produce the anticipated quantities of SAF without interruption or material changes to the SAF production process; (9) New XCF's ability to resolve current disputes between New Rise and its landlord with respect to the ground lease for the New Rise Reno facility; (10) New XCF's ability to resolve current disputes between New Rise and its primary lender with respect to loans outstanding that were used in the development of the New Rise Reno facility; (11) costs related to the Business Combination and the New Rise acquisitions; (12) the risk of disruption to the current plans and operations of New XCF as a result of the consummation of the Business Combination; (13) New XCF's ability to recognize the anticipated benefits of the Business Combination and the New Rise acquisitions, which may be affected by, among other things, competition, the ability of New XCF to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (14) changes in applicable laws or regulations; (15) risks related to extensive regulation, compliance obligations and rigorous enforcement by federal, state, and non-U.S. governmental authorities; (16) the possibility that New XCF may be adversely affected by other economic, business, and/or competitive factors; (17) the availability of tax credits and other federal, state or local government support; (18) risks relating to New XCF's and New Rise's key intellectual property rights; (19) the risk that New XCF's reporting and compliance obligations as a publicly-traded company divert management resources from business operations; (20) the effects of increased costs associated with operating as a public company; and (21) various factors beyond management's control, including general economic conditions and other risks, uncertainties and factors set forth in New XCF's filings with the Securities and Exchange Commission ("SEC"), including the final proxy statement/prospectus relating to the Business Combination filed with the SEC on February 6, 2025, this Press Release and other filings New XCF makes with the SEC in the future. If any of the risks actually occur, either alone or in combination with other events or circumstances, or New XCF's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that New XCF does not presently know or that it currently believes are not material that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect New XCF's expectations, plans or forecasts of future events and views as of the date of this Press Release. These forward-looking statements should not be relied upon as representing New XCF's assessments as of any date subsequent to the date of this Press Release. Accordingly, undue reliance should not be placed upon the forward-looking statements. While New XCF may elect to update these forward-looking statements at some point in the future, New XCF specifically disclaims any obligation to do so.

Contacts

XCF Global, Inc.:
Chris Santa Cruz
[email protected]

For Media:
Fatema Bhabrawala
[email protected]

SOURCE: XCF Global Capital Inc.

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A.Landry--SMC