XCF Global, Inc. ("XCF") (NASDAQ:SAFX), an emerging renewable fuels company focused on sustainable aviation fuel ("SAF"), today announced that XCF, its subsidiary New Rise Renewables Reno LLC and Encore DEC, LLC ("Encore DEC") entered into a definitive agreement pursuant to which approximately $16.7 million of outstanding debt and property liens due to Encore DEC and Encore DEC construction related creditors will be satisfied through the issuance of 37.03 million shares of XCF Class A common stock, increasing the company's equity capitalization. XCF believes the agreement represents an additional step toward improving its balance sheet and increasing its financial flexibility.

The transaction is intended to reduce indebtedness and eliminate property liens XCF's incurred in connection with previous engineering and construction activity associated with the design, development and construction of the New Rise Renewables Reno Facility and support XCF's broader capital structure objectives as it continues to focus on operational execution and disciplined long-term growth. The agreement follows other recent steps to improve XCF's financial flexibility, including a forbearance arrangement with the landowner that provides additional time to advance broader capital structure and operational priorities.

Under the agreement, the outstanding payable balance is to be satisfied in full on the issuance of the shares of XCF Class A common stock to Encore based on conversion price based of $0.451 per share, which is the lower of the average closing price of XCF's Class A common stock for the five trading days immediately preceding the effective date and the closing price the day before the effective date, as set forth in the agreement. With the issuance of the shares, the payable balance and property liens would be deemed paid, satisfied and discharged in full, and neither XCF nor New Rise Renewables Reno would owe any further amount with respect to that payable balance.

"This additional debt reduction and equity capital increase reflects continued progress towards our broader financial and operational priorities," said Chris Cooper, Chief Executive Officer of XCF Global. "We believe this step enhances our ability to stay focused on execution and demonstrates the confidence of one of our key stakeholders, Randy Soule, New Rise's founder, in our disciplined approach to continue building the XCF platform to help advance domestic energy resilience and transportation industry emissions reduction."

The announcement comes as XCF continues to position itself as an emerging renewables company focused on scaling production of renewable diesel and sustainable aviation fuel to support transportation decarbonization. XCF's flagship New Rise Renewables Reno facility has a permitted nameplate production capacity of 38 million gallons per year of renewable fuels, and the company has described its strategy as combining operational execution with a modular, repeatable platform for future growth.