XCF Global Signs Exclusive IOI To Acquire West Coast Renewable Fuels Infrastructure Firm Via All-Stock Transaction; Deal Expected To Be Accretive To Post-Transaction Equity Valuation Pending Due Diligence And Debt Assumption

Parties negotiating terms of definitive agreement

Supports XCF's plan to become the leading fully integrated public SAF and renewable fuels platform serving U.S. and global demand

Adds feedstock access, blending, and logistics infrastructure which furthers XCF's vertically integrated model and is expected to reduce production costs and improve margins

Deepens the reach of XCF's renewable fuels platform into lucrative West Coast low-carbon fuel markets

Potential to unlock new revenue streams through strategic feedstock sales

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.