Star Metro - XCF Global Signs Indication of Intent to Acquire West Coast Renewable Fuel Business as it Seeks to Further Vertically Integrate and Build Scale in the SAF and Renewable Fuels Market

HOUSTON, TX / ACCESS Newswire / July 28, 2025 / XCF Global, Inc. ("XCF") (Nasdaq:SAFX), a key player in decarbonizing the aviation industry through Synthetic Aviation Fuel ("SAF") today announces it has signed an exclusive, non-binding Indication of Intent (IOI) with a renewable fuels infrastructure and feedstock solutions company based in the western United States ("Target").

Under the terms of the IOI, XCF intends to acquire 100% of the outstanding equity interests in the Target. In consideration, XCF will issue shares of its Class A Common Stock to Target's shareholders. Adding the Target assets to XCF's portfolio is expected to be accretive to the combined post-transaction equity valuation as part of its projected growth profile.

The final valuation to be used in determining the shares of XCF Class A Common Stock to be issued in the transaction will be subject to confirmatory due diligence by XCF and its advisors. As part of the definitive agreement, XCF would assume certain debt obligations and issue shares of its Class A Common Stock to Target's shareholders.

The proposed transaction, if completed, would represent a significant expansion of XCF's infrastructure and logistics capabilities, and an important step toward vertical integration that is expected to unlock meaningful operational and financial benefits both immediately and going forward. XCF intends to integrate and leverage Target's pretreatment, feedstock, and logistics infrastructure, including marine, truck, and rail access, and advantageous proximity to major transportation networks serving high-demand SAF markets.

Strategic Highlights

The transaction would advance several key goals of XCF's long-term strategy:

• Increased visibility on feedstocks and security of high-purity feedstock pretreatment capabilities

• Expand reach and help maximize supply optionality into the U.S. West Coast and California LCFS markets

• Improve vertical integration to reduce production costs and increase margins

• Add scalable assets that support international licensing and growth

• Enhance optionality around future commercial partnerships

Mihir Dange, Chief Executive Officer and Board Chair of XCF Global said:

"This IOI signals continued execution of our growth strategy to build a fully integrated, Nasdaq-listed SAF and renewable fuels platform. This transaction adds feedstock processing capabilities, logistics advantages, and deeper access to key West Coast markets. Through this proposed acquisition, XCF advances its mission of building a scalable, capital-efficient platform for clean fuel production across North America."

A Transformational Opportunity for Scale and Reach

XCF is rapidly building the foundation for a vertically integrated, scalable SAF and renewable fuels platform with global reach. In addition to its U.S. production facility, XCF has recently signed a Memorandum of Understanding to expand its SAF platform into Australia and is in early-stage discussions with potential partners for other international infrastructure development projects.

The proposed transaction would add:

• Strategic access to maritime port infrastructure facilitating both domestic and international logistics

• Direct reach into California LCFS markets and high growth international airports across the state

• Critical feedstock processing capabilities including pretreatment, UCO processing, and feedstock blending that can be integrated into XCF's renewable fuels platform or used to create new revenue streams

• Complementary infrastructure to reduce logistics costs and support credit generation

Path Forward

The IOI sets out a 20-business day exclusive negotiation period, during which XCF and Target will complete confirmatory diligence and negotiate an offer. The proposed transaction remains subject to customary closing conditions, confirmatory diligence, and regulatory and board approvals.

"There's never been more demand for real, scalable renewable fuels solutions," added Dange. "This combination would allow us to expand our footprint, control our feedstock pipeline, and create value at every step of the supply chain - from raw materials to fuels."

Definitive agreements are expected to be completed in the coming months, with legal, technical, and commercial diligence already underway. However, there can be no assurance that the parties will enter into definitive agreements in a timely manner or at all, or, if definitive agreements are reached, that the terms will be consistent with the terms outlined in the IOI.

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. The company is actively building partnerships across the energy and transportation sectors to accelerate the adoption of SAF on a global scale. XCF is listed on the Nasdaq Capital Market and trades under the ticker, SAFX. Current outstanding shares: ~149.3 million;

To learn more, visit www.xcf.global.

Contacts

XCF Global:
C/O Camarco
[email protected]

Media:
Camarco
Andrew Archer | Rosie Driscoll | Violet Wilson
[email protected]

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 XCF Global's expectations with respect to future performance and anticipated financial impacts of the recently completed business combination with Focus Impact BHC Acquisition Company (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 XCF Global 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 XCF Global'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 XCF Global's offtake arrangements; (4) the outcome of any legal proceedings that may be instituted against the parties to the Business Combination or others; (5) XCF Global's ability to meet Nasdaq's continued listing standards; (6) XCF Global's ability to integrate the operations of New Rise and implement its business plan on its anticipated timeline; (7) XCF Global's ability to raise financing in the future and the terms of any such financing; (8) the New Rise Reno production facility's ability to produce the anticipated quantities of SAF without interruption or material changes to the SAF production process; (9) XCF Global's ability to resolve current disputes between its New Rise subsidiary and its landlord with respect to the ground lease for the New Rise Reno facility; (10) XCF Global's ability to resolve current disputes between its New Rise subsidiary 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 XCF Global as a result of the consummation of the Business Combination; (13) XCF Global'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 XCF Global 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 XCF Global 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 XCF Global's and New Rise's key intellectual property rights; (19) the risk that XCF Global'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 XCF Global'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 XCF Global 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 XCF Global's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that XCF Global 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 XCF Global'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 XCF Global'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 XCF Global may elect to update these forward-looking statements at some point in the future, XCF Global specifically disclaims any obligation to do so.

SOURCE: XCF Global, Inc.

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F.Leblanc--SMC