XCF Global Signs Binding Term Sheet with New Rise Australia to Develop Renewable Fuel Facilities; Launches First Regional Platform to Accelerate International Expansion

Rhea-AI Summary

XCF Global (Nasdaq:SAFX) signed a binding term sheet with New Rise Australia on October 23, 2025, granting a 15-year exclusive license to deploy XCF's modular renewable fuel platform across Australia and target development of at least three renewable fuel production facilities. XCF will receive a 12.5% equity stake, licensing fees, and one board seat in New Rise AU.

The deal formalizes a June 2025 memorandum of understanding and launches XCF's first regional platform to accelerate international SAF expansion. Parties plan to execute a definitive licensing agreement within 60 days, subject to customary diligence and regulatory review.

Positive

• 15-year exclusive license to deploy XCF platform in Australia
• XCF to receive a 12.5% equity stake in New Rise AU
• Deal targets development of at least three SAF production facilities
• Launches XCF's first regional platform under international strategy
• Definitive licensing agreement intended within 60 days

Negative

• Definitive agreement is pending customary diligence and regulatory review
• Access to AUD$1.7 billion Future Made in Australia fund is not guaranteed
• Australia holds <50 days of fuel reserves versus IEA 90-day recommendation

Insights

Market Expansion Strategist

XCF secures a 15-year exclusive Australian platform with equity, fees, and a board seat, enabling regional SAF build-out.

The agreement grants XCF a 15-year exclusive license to deploy its modular design and an immediate 12.5% equity stake, licensing fees, and one board seat in New Rise Australia. This structure converts intellectual property into recurring revenue streams (licensing fees) plus upside via equity, while transferring execution risk to the local platform operator. The targeted development of at least three facilities creates a clear pipeline for commercial rollout rather than a single pilot.

Dependencies include timely execution of the definitive agreement within 60 days, customary diligence, and regulatory approvals. Access to the Australian AUD$1.7 billion fund and strong airline demand cited provide supportive policy and market context, but those are dependencies, not guaranteed flows. Watch definitive-contract terms, milestone-based payment schedules, and any dilution or governance limits tied to the 12.5% equity stake over a 15-year horizon.

Operational and Regulatory Risk Analyst

The deal scales XCF’s modular platform into Australia but hinges on local execution, feedstock access, and regulatory clearance.

Operationally, the model delegates construction and operation to a regionally focused partner, concentrating XCF on licensing and design rights. That reduces capital outlay for XCF while preserving upside via fees and equity. The plan targets three facilities, implying sequential project delivery and the need for local permitting, feedstock contracts, and labor.

Primary risks are execution and regulatory review during the definitive-agreement phase, plus dependence on local feedstock supply and offtake commitments from airlines. Monitor completion of diligence and regulatory review within 60 days, the finalized IP/licensing covenants, and concrete feedstock/offtake terms tied to each facility; these items will materially influence project timelines and revenue recognition over the coming multi-year build-out.

• 15-year exclusive license to deploy XCF's modular, scalable renewable fuel platform across Australia, targeting development of three renewable fuel production facilities

• XCF to receive a 12.5%equity stake, licensing fees, and one board seat in New Rise Australia

• Formalizes the June 2025 Memorandum of Understanding and launches the first regional platform under XCF's international expansion strategy

HOUSTON, TEXAS / ACCESS Newswire / October 23, 2025 / XCF Global, Inc. ("XCF") (Nasdaq:SAFX), a key player in decarbonizing the aviation industry through Sustainable Aviation Fuel ("SAF"), today announces that it has signed a binding term sheet with New Rise Australia Pty. Ltd. ("New Rise AU") to accelerate the development of renewable fuel production facilities across Australia.

The binding term sheet grants New Rise AU an exclusive 15-year license to use the design, layout, and configuration of XCF's New Rise Reno facility to build and operate at least three SAF facilities across Australia. XCF will receive a 12.5% equity stake, licensing fees, and one board seat in New Rise AU.

Australia is emerging as one of the world's most promising markets for renewable fuel. A Deloitte report commissioned by the Clean Energy Finance Corporation highlights a AUD$36 billion opportunity to develop a world-leading low-carbon liquid fuels (LCLF) industry capable of cutting emissions by 230 million tons by 2050 and strengthening the country's energy independence.

Australia imports ~80% of its liquid fuels, spending more than AUD$50 billion in 2023 alone, while exporting AUD$3.9 billion in potential LCLF feedstocks. With less than 50 days of fuel reserves currently held onshore, well below the International Energy Agency's recommended 90 days, the country's reliance on imports leaves it vulnerable to global disruptions.

Recognizing this imbalance, the Australian federal government has prioritized low-carbon liquid fuels under its Future Made in Australia initiative, providing access to the AUD$1.7 billion Future Made in Australia Innovation Fund to support the development of a LCLF industry, which includes SAF and renewable diesel.

With major airlines like Qantas and Virgin Australia targeting net-zero emissions by 2050, demand for locally produced SAF is expected to surge, creating strong momentum for investment and development across the region.

This milestone builds on XCF's international expansion strategy, built on capital-efficient, regionally tailored partnerships that accelerate global SAF adoption. It follows the June 2025 Memorandum of Understanding entered into with Continual Renewable Ventures Pty. Ltd., which laid the foundation for today's binding agreement.

Mihir Dange, Chief Executive Officer of XCF Global, commented:

"Our partnership with New Rise AU accelerates XCF's global expansion strategy and underscores the scalability of our modular renewable fuel platform. Australia combines strong policy momentum, growing aviation demand, and abundant feedstock resources, creating an excellent environment to develop renewable fuel facilities. Through New Rise AU, we're deploying our renewable fuel platform to a new market, enabling rapid growth and efficient capital use while helping drive Australia's clean energy transition. This partnership showcases how XCF's platform transforms opportunity into impact, opening new markets, fueling sustainable growth, and shaping the future of renewable energy."

Renzo Petersen, Chief Executive Officer of New Rise AU, added:

"The launch of New Rise Australia represents true collaboration between XCF Global and Continual Renewables, a partnership built on a shared vision to accelerate the decarbonization of the aviation industry. Together, we intend to create a unified platform that brings together XCF's modular site design with Continual Renewable's local expertise to unlock opportunities within Australia's unique energy landscape. This is not simply a design deployment; it's the foundation for a long-term, self-sustaining renewable fuel industry that drives investment, creates jobs, and accelerates Australia's transition to energy independence. Together, we're demonstrating how collaboration can be transformed into capability, and how capability becomes the clean energy that fuels Australia's future."

Building on today's milestone, the parties intend to execute a definitive licensing agreement within 60 days, following customary diligence and regulatory review. The definitive agreement will include detailed provisions for intellectual property, branding, governance, performance milestones, and long-term operational coordination.

About XCF Global, Inc.

XCF Global, Inc. is a pioneering sustainable 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: ~159.2 million; <20% free float (as of October 23, 2025).

To learn more, visit www.xcf.global.

About New Rise Australia Pty. Ltd.

New Rise Australia Pty. Ltd. is an Australian-based company committed to building the infrastructure required to support the long-term decarbonization of the transportation industry in Australia. With a focus on advancing SAF and HVO projects, the company brings together an experienced team of seasoned entrepreneurs, engineers, and Indigenous business leaders who are united by a shared commitment to innovation, sustainability, and economic development. New Rise Australia is backed by Continual Renewable Ventures Pty. Ltd., its majority shareholder.

Contacts

XCF Global:
C/O Camarco
Andrew Archer | Rosie Driscoll | Violet Wilson
XCFGlobal@camarco.co.uk

New Rise Australia:
info@newriserenewables.au

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 BH3 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, including manufacturing and operating expenses and interest expenses, as a result of potential inflationary pressures, changes in interest rates and other factors; (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 regain compliance with Nasdaq's continued listing standards and thereafter continue 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 to fund its operations and business plan 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) the New Rise Reno production facility's ability to produce renewable diesel in commercial quantities without interruption during the ongoing SAF ramp-up process; (10) 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; (11) 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; (12) payment of fees, expenses and other costs related to the completion of the Business Combination and the New Rise acquisitions; (13) the risk of disruption to the current plans and operations of XCF Global as a result of the consummation of the Business Combination; (14) 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; (15) changes in applicable laws or regulations; (16) risks related to extensive regulation, compliance obligations and rigorous enforcement by federal, state, and non-U.S. governmental authorities; (17) the possibility that XCF Global may be adversely affected by other economic, business, and/or competitive factors; (18) the availability of tax credits and other federal, state or local government support; (19) risks relating to XCF Global's and New Rise's key intellectual property rights, including the possible infringement of their intellectual property rights by third parties; (20) the risk that XCF Global's reporting and compliance obligations as a publicly-traded company divert management resources from business operations; (21) the effects of increased costs associated with operating as a public company; and (22) 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 made or will make 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.

View the original press release on ACCESS Newswire

FAQ

What did XCF (SAFX) announce on October 23, 2025 regarding Australia?

XCF signed a binding term sheet granting a 15-year exclusive license to New Rise Australia to deploy its renewable fuel platform and target at least three facilities.

How much equity will XCF (SAFX) receive in New Rise Australia?

XCF will receive a 12.5% equity stake, licensing fees, and one board seat in New Rise AU.

What is the timeline for a final agreement between XCF and New Rise Australia?

The parties intend to execute a definitive licensing agreement within 60 days, subject to customary diligence and regulatory review.

How many renewable fuel facilities will XCF's license target in Australia under SAFX's deal?

The binding term sheet targets the development and operation of at least three renewable fuel production facilities in Australia.

Does the XCF (SAFX) agreement rely on Australian government funding?

The release references the AUD$1.7 billion Future Made in Australia Innovation Fund as supporting LCLF development, but access to that fund is not guaranteed in the term sheet.

What strategic impact does the New Rise Australia platform have for XCF (SAFX)?

It launches XCF's first regional platform to accelerate international SAF expansion and deploy its modular, capital-efficient renewable fuel design in Australia.