AMAERO LTD — Capital/Financing Update 2024

Sep 16, 2024

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ASX ANNOUNCEMENT: 17 September 2024

September 2024 Capital Raise Investor Presentation

………………..……………………………………………………………………………………………………………………….

Amaero International Limited (ASX:3DA) ( “Amaero” or “the Company” ) provides a copy of the investor presentation used for the capital raising that the Company announced today.

This investor presentation has been updated to reflect the final size of the capital raising.

This announcement has been authorized for release by the Chairman and CEO.

For further information, please contact:

Amaero International Limited (ASX:3DA)

Hank J. Holland Jane Morgan Chairman and CEO Investor and Media Relations hank.holland@amaeroinc.com jm@janemorganmanagement.com.au

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About Amaero

Amaero International Limited (ASX:3DA) is an ASX-listed company with manufacturing and corporate headquarters located in Tennessee, USA. Amaero is a leading U.S. domestic producer of high-value C103, refractory alloy, and titanium powders for additive and advanced manufacturing of components utilized by the defense, space, and aviation industries. The technical and manufacturing team brings decades of experience and know-how with pioneering work in gas atomization of refractory and titanium alloys. The company has commissioned advanced gas atomization technology with an industry leading yield of AM powder. The company is also a leader in Isostatic Powder Processing (IPP) manufacturing of large near-net-shape powder metallurgy parts with forged-equivalent material properties and microstructure for a variety of alloys. IPP is helping alleviate the strained domestic supply chain for castings and forgings of large components.

For more information

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Follow us on X Subscribe on our YouTube Follow us on LinkedIn

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Visit our investor website: https://www.amaeroinc.com

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AMAERO INTERNATIONAL LIMITED (ASX:3DA)

Equity Capital Raising Presentation | 17 September 2024

Not for release to US wire service or distribution in the United States

Im ortant notice and disclaimer p

This investor presentation (Presentation) is dated 17 September 2024 and has been prepared by Amaero International Ltd (ACN 633 541 634) ( Amaero ) in relation to a non-underwritten institutional placement of new fully paid ordinary shares in Amaero ( New Shares ) which includes a conditional component that is subject to approval of Amaero’s shareholders at a general meeting (together, the Placement ).

By attending an investor presentation or briefing, or accepting, accessing or reviewing this Presentation, you acknowledge and agree to the terms set out below.

Summary information

This Presentation is for information purposes only and is a summary only. It should be read in conjunction with Amaero’s most recent financial report and Amaero’s other periodic and continuous disclosure information lodged with the Australian Securities Exchange ( ASX ), which is available at www.asx.com.au. The content of this Presentation is provided as at the date of this Presentation (unless otherwise stated). Reliance should not be placed on information or opinions contained in this Presentation and, subject only to any legal obligation to do so, Amaero does not have any obligation to correct or update the content of this Presentation.

Certain market and industry data used in this Presentation may have been obtained from research, surveys or studies conducted by third parties, including industry or general publications. Neither Amaero nor its representatives have independently verified any such market or industry data provided by third parties or industry or general publications.

Not financial product advice or offer

This Presentation does not and does not purport to contain all information necessary to make an investment decision, is not intended as investment or financial advice (nor tax, accounting or legal advice), must not be relied upon as such and does not and will not form any part of any contract or commitment for the acquisition of New Shares. Any decision to buy or sell securities or other products should be made only after seeking appropriate and independent professional financial advice. This Presentation is of a general nature and does not take into consideration the investment objectives, financial situation or particular needs of any particular investor.

Any investment decision should be made solely on the basis of your own enquiries. Before making an investment in Amaero, you should consider whether such an investment is appropriate to your particular investment objectives, financial situation or needs. Amaero is not licensed to provide financial product advice in respect of its shares.

This Presentation is for information purposes only and is not a prospectus, product disclosure statement or other offering document under Australian law or any other law (and will not be lodged with the Australian Securities and Investments Commission ( ASIC ) or any other foreign regulator). This Presentation is not, and does not constitute, an invitation or offer of securities for subscription, purchase or sale in any jurisdiction.

International restrictions

The distribution of this Presentation in jurisdictions outside Australia may be restricted by law and you should observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws (see Appendix A of this Presentation). In particular, this Presentation may not be distributed or released to US wire services in the United States. By accepting this Presentation, you represent and warrant that you are entitled to receive such Presentation in accordance with the above restrictions and agree to be bound by the limitations contained therein. This Presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or in any jurisdiction in which such an offer would be unlawful. The New Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended ( U.S. Securities Act ), or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the United States, unless they have been registered under the U.S. Securities Act (which Amaero has no obligation to do or procure) or are offered or sold in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable U.S. state or federal securities laws. Refer to Appendix A of this Presentation for further details about international offer restrictions.

Investment risk

An investment in Amaero shares is subject to known and unknown risks, some of which are beyond the control of Amaero and its directors. Amaero does not guarantee any particular rate of return or the performance of Amaero nor does it guarantee any particular tax treatment. You should have regard to the risk factors disclosed in Amaero’s periodic and continuous disclosure announcements lodged with the ASX, which is available at www.asx.com.au. Cooling off rights do not apply to the acquisition of New Shares.

Financial and other information

Investors should be aware that certain financial measures included in this Presentation are ‘non-IFRS financial information’ under ASIC Regulatory Guide 230: ‘Disclosing non-IFRS financial information’ published by ASIC and also ‘non-GAAP financial measures’ within the meaning of Regulation G under the U.S. Securities Exchange Act of 1934, as amended, and are not recognised under AAS and International Financial Reporting Standards ( IFRS ). Such non-IFRS financial information/non-GAAP financial measures do not have a standardised meaning prescribed by AAS or IFRS. Therefore, the non-IFRS/non-GAAP financial information may not be comparable to similarly titled measures presented by other entities and should not be construed as an alternative to other financial measures determined in accordance with AAS or IFRS. Although Amaero believes these non-IFRS/non-GAAP financial measures provide useful information to investors in measuring the financial performance and condition of its business, investors are cautioned not to place undue reliance on any non-IFRS financial information/non-GAAP financial measures included in this Presentation.

Certain figures, amounts, percentages, estimates, calculations of value and fractions provided in this Presentation are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in this Presentation. All financial information in this Presentation is in Australian dollars (A$ or AUD) unless otherwise stated.

Past performance

Past performance, including past share price performance of Amaero and any pro forma financial information given in this Presentation, is given for illustrative purposes only and should not be relied upon as (and is not) an indication of Amaero’s views on its future financial performance or condition. Past performances of Amaero cannot be relied upon as an indicator of (and provides no guidance as to) the future performance of Amaero. Nothing contained in this Presentation, nor any information made available to you is, or shall be relied upon as, a promise, representation, warranty or guarantee, whether as to the past, present or future.

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Im ortant notice and disclaimer p

Future performance and forward-looking statements

This Presentation contains certain forward-looking statements. The words “expect”, “anticipate”, “estimate”, “intend”, “believe”, “guidance”, “should”, “could”, “may”, “will”, “predict”, “plan” and other similar expressions are intended to identify forwardlooking statements. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Forward-looking statements, opinions and estimates provided in this Presentation are based on assumptions and contingencies that are subject to change without notice and involve known and unknown risks and uncertainties and other factors that are beyond the control of Amaero, its directors and management. This includes statements about market and industry trends, which are based on interpretations of current market conditions.

Forward-looking statements are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. Actual results, performance or achievements may differ materially from those expressed or implied in such statements and any projections and assumptions on which these statements are based. These statements may assume the success of Amaero’s business strategies. The success of any of those strategies will be realised in the period for which the forward-looking statement may have been prepared or otherwise. Readers are strongly cautioned not to place undue reliance on forward-looking statements, particularly given the current economic climate and geopolitical tensions. None of Amaero, its representatives or advisers assumes any obligation to update these forward-looking statements. No representation or warranty, express or implied, is made as to the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects, returns or statements in relation to future matters contained in this Presentation. The forward-looking statements are based on information available to Amaero as at the date of this Presentation. Except as required by law or regulation (including the ASX Listing Rules), none of Amaero, its representatives or advisers undertakes any obligation to provide any additional or updated information whether as a result of a change in expectations or assumptions, new information, future events or results or otherwise, nor does any of Amaero, its representatives or advisers undertake any responsibility and liability for forward-looking statements (including, without limitation, liability for negligence). Indications of, and guidance or outlook on, future earnings or financial position or performance are also forward-looking statements.

Time

All references to time in this Presentation are to Australian Eastern Standard Time (AEST), unless otherwise indicated.

Disclaimer

Curran & Co Pty Ltd (ABN 40 604 395 226) and Shaw and Partners Limited (ABN 24 003 221 583) ( Joint Lead Managers ) are acting as joint lead managers and bookrunners in relation to the Placement. The Joint Lead Managers, their affiliates and related bodies corporate, are full service financial institutions engaged in various activities, which may include trading, financing, corporate advisory, financial advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services, including for which they have received or may receive customary fees and expenses. The Joint Lead Managers (and/or their affiliates or related bodies corporate) have provided, and may in the future provide, financial advisory, financing services and other services to Amaero and to persons and entities with relationships with Amaero, and/or may have other interests in or relationships with Amaero and to persons and entities with relationships with Amaero, for which they received or will receive customary fees and expenses. In the ordinary course of its various business activities, the Joint Lead Managers and (and/or their respective affiliates and related bodies corporate) may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of Amaero, and/or persons and entities with relationships with Amaero. The Joint Lead Managers, their affiliates and/or related bodies corporate may also communicate independent investment recommendations, market colour or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

One or more investors may elect to acquire an economic interest in the New Shares ( Economic Interest ), instead of subscribing for or acquiring the legal or beneficial interest in those shares. The Joint Lead Managers (or their affiliates) may, for its own account, write derivative transactions with those investors relating to the New Shares to provide the Economic Interest, or otherwise acquire shares in Amaero in connection with the writing of such derivative transactions in the Placement bookbuild and/or the secondary market. As a result of such transactions, the Joint Lead Managers (or their affiliates) may be allocated, subscribe for or acquire New Shares or shares of Amaero in the Placement bookbuild and/or the secondary market, including to hedge those derivative transactions, as well as hold long or short positions in such shares.

These transactions may, together with other shares in Amaero acquired by the Joint Lead Managers or their respective affiliates in connection with their ordinary course sales and trading, principal investing and other activities, result in the Joint Lead Managers or their affiliates disclosing a substantial holding and earning fees.

To the maximum extent permitted by law, Amaero and the Joint Lead Managers and their respective related bodies corporate and affiliates, and their respective officers, directors, employees, agents and advisers (each a Limited Party ): (i) disclaim all responsibility and liability (including, without limitation, any liability arising from fault, negligence or negligent misstatement) for any loss arising from this Presentation or reliance on anything contained in or omitted from it or otherwise arising in connection with this Presentation; (ii) disclaim any obligations or undertaking to release any updates or revision to the information in this Presentation to reflect any change in expectations or assumptions; (iii) do not make any representation or warranty, express or implied, as to the accuracy, reliability, completeness of the information in this Presentation or that this Presentation contains all material information about Amaero or that a prospective investor or purchaser may require in evaluating a possible investment in Amaero or acquisition of shares in Amaero, or likelihood of fulfilment of any forward-looking statement or any event or results expressed or implied in any forward-looking statement; and (iv) do not make any representation, warranty, assurance or guarantee that the information in this Presentation has been independently verified.

Neither the Joint Lead Managers, nor their or Amaero’s respective advisers or any of their respective affiliates, related bodies corporate, directors, officers, partners, employees, agents or advisers have authorised, permitted or caused the issue, submission, dispatch or provision of this Presentation and, for the avoidance of doubt, except for references to their names, none of them makes or purports to make any statements in this Presentation and there is no statement in this Presentation which is based on any statement by any of them. Further, the Joint Lead Managers and their Limited Parties do not accept any fiduciary obligations to or relationship with you, any investor or potential investor in connection with the Placement or otherwise. The Joint Lead Managers and their Limited Parties do not make any recommendation as to whether any potential investor should participate in the Placement, and any representation, assurance or guarantee in connection with the repayment of capital or any particular rate of income or capital return on an investment in Amaero (including an investment in New Shares).

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Im ortant notice and disclaimer p

You acknowledge and agree that by accessing this Presentation:

• you expressly disclaim any fiduciary, agency, custodial or other legal relationship with the Joint Lead Managers and their Limited Parties, and agree that you are responsible for making your own independent judgements with respect to the Placement or other matter arising in connection with this Presentation;

• to the maximum extent permitted by law, you undertake to not seek to bring any claim against the Joint Lead Managers and their Limited Parties, or otherwise hold any of those parties liable in any respect, in connection with this Presentation or the Placement; and

• you warrant and agree that you have not relied on any statements made by the Joint Lead Managers and their Limited Parties in relation to the Placement.

You acknowledge and agree that determination of eligibility of investors for the purposes of the Placement is determined by reference to a number of matters, including legal and/or regulatory requirements and the discretion of Amaero and the Joint Lead Managers, and each of Amaero and the Joint Lead Managers disclaim any duty or liability (including for negligence) in respect of the exercise or otherwise of that discretion, to the maximum extent permitted by law in respect of that determination and the exercise or otherwise of that discretion. The Joint Lead Managers may rely on information provided by or on behalf of institutional investors in connection with managing and conducting the Placement without having independently verified that information, and the Joint Lead Managers do not bear responsibility for the accuracy or completeness of that information

The Joint Lead Managers may have interests in the securities of Amaero, including by providing investment banking services to Amaero. Further, the Joint Lead Managers may act as market maker or buy or sell those securities or associated derivatives as principal or agent. The Joint Lead Managers may receive fees for acting in its capacity as joint lead managers for the Placement.

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Table of Contents

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Section
1 C103 Qualification Announcement
2 Amaero Today
3 Capital Raising
4 Make More in America Again
4 Planned Capital Investments
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1 C103 Qualification Announcement

Completes Qualification of C103 with ADDMAN Group

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“

• Amaero completes qualification of C103 AM powder to ADDMAN Group and its subsidiary Castheon’s technical specifications

Achieving qualification of C103 with ADDMAN Group and Castheon is a validating and transformative milestone. This strategic collaboration will play a crucial role in demonstrating manufacturing readiness and advancing the integration of additive manufacturing into the most vital and critical defense and space applications”

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• Hank J. Holland, Amaero

• Chairman & CEO

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• Positions Amaero as the largest capacity and most responsive U.S. domestic producer of C103, refractory and specialty alloy powder for additive manufacturing

• Amaero’s successful qualification of C103 AM powder triggers ADDMAN’s offtake obligation with 0.25 tonnes expected to ship in in CY2024 and 2.0 tonnes expected to ship in CY2025

• The qualification commences a five year preferred supplier agreement whereby Amaero will be the primary supplier of C103, refractory and titanium alloy AM powder to ADDMAN Group and its subsidiaries, including Castheon and Keselowski Advanced Manufacturing (KAM); expected future sales are material to Amaero’s revenue ; moreover, the attributable revenue is a key assumption underpinning Amaero’s expectation that it will achieve EBITDA breakeven in FY2026

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1

Milestones Achieved Ahead of Guidance

		Q4 FY2024	Q1 FY2025	Q2 FY2025
		A M J	J A S	O N D
Offtake and Preferred Supplier Agreement and A$20M Institutional Capital Raise
Key Milestones
1	Atomizer Commissioning
2	Delivery of C103 Powder for Testing
3	Completion of C103 Qualification
Publicly Announced Milestone Completion Date / Date Range Actual Milestone Completion Date

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2

FY2025 Antici ated Milestones p

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Commercialization and Scaling

• Commence powder sales of C103, specialty and titanium alloys; pursue additional refractory alloy development

• Secure selectively targeted offtake and commercial agreements

• • Deliver first commercial revenues and multi-ton IPP manufactured components

• Facility

• • Order Atomizer #3

• Commission Atomizer #2

• Complete improvements to Tennessee manufacturing and HQ facility

• Funding Opportunities

• • Secure inaugural U.S. government grant and pursue additional targeted opportunities

• Source commercial debt financing

Commercial and Government Collaboration

• Advance development activities and commercial collaboration with ADDMAN Group

• Advance collaboration with DoD-funded labs and defense primes

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3

Amaero Addresses Critical Ga in the Su l Chain p pp y

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Raw Material C103 Powder Tier 1 Supplier End Customer
Provider Provider
Additive Manufacturing
AM
IPP Manufacturing
Mining Melt Cast / Refractory & Defense Prime Military
Feedstock Specialty Powder Contractors Branches
Production
“
There is long-standing law on manufacturing-related
content of an Acquisition Strategy (AS)…[that] ‒
Manufacturing
mandates that Major Defense Acquisition Programs Readiness Level
(MDAP) include …[m]ethods to encourage (MRL) Deskbook;
Version 2022
investment by U.S. domestic sources in advanced
manufacturing technology production equipment
and processes…”
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______Source: U.S. Department of Defense Manufacturing Technology Program.

4

Demand Si nals g

Estimated Manufacturing Powder Demand in U.S. (Figures in Kg)

Verticals

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CAGR Hypersonics
’23E–’28E
• Harsh environment protection for rocket nozzle
203,779
15% stages
• Urgent U.S. national security priority to field
184,932
leading offensive and defensive capabilities to
173,838 counter capabilities of China and Russia
Strategic Missiles
140,466
• Harsh environment protection for rocket nozzle
stages for orbital reentry vehicles
118,637 25% • The U.S. is currently recapitalizing its ground-
based strategic missile arsenal via the Sentinel
100,341 program
High-Temperature
Material Demand Space Launch
• Harsh environment protection for rocket nozzle
stages
• C103 is well-established in this market for
second-stage extender applications
105,385 62%
C103 Demand,
Wrought and
73,418 Satellites
Powder
48,778 • Thruster nozzle
25,562 • Opportunities to leverage integrated design
AM C103 Demand 9,567 13,979 features and novel materials to better address
the extreme environments of space
2023E 2024E 2025E 2026E 2027E 2028E
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Source: Estimated demand figures from Fairmont Consulting Group analysis dated 23 January 2024. Note: Gov’t Fiscal Year Ending September 30.

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5

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2 Amaero Today

Who is Amaero?

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Amaero is a producer of high-value refractory, specialty and titanium alloy powder for additive and advanced manufacturing of mission-critical components utilized by the defense, space and aviation industries

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6

Three Pillars of Amaero’s Business

Specialty Metal Powders Production of refractory, specialty and titanium powders for the defense, aerospace and industrial manufacturing sectors

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IPPAM AERO Manufactured Near Net Shape Parts Leveraging the Amaero team’s decades of PM IPP manufacturing experience to accommodate parts too large to print via AM

Special Development Projects In-house development of various highperformance alloys

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7

Amaero’s Strate ic Direction g

1

U.S. Domestic Manufacturer

Established corporate and manufacturing headquarters in Tennessee

Experienced Leadership 2 Attracted seasoned technical and operating team Specialty Focus 3 Expertise in specialty alloy powder production

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8

1

Amaero Locates Manufacturin and Cor orate Head uarters in Tennessee g p q

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100,000 Square Feet – Option to Purchase

10-year agreement with Tennessee Valley Authority provides subsidized electricity at ~A$0.09 / kWh National average: ~A$0.28 / kWh

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______Source: U.S. Bureau of Labor Statistics. Note: Company assumed USD to AUD exchange rate of 1.54.

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9

2 Chief Executive and Board

Hank Holland c Chairman & Chief Executive Officer

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Lieutenant General (Retired) H.R. McMaster Special Advisor to Chairman and CEO

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Background

Background

Mr. Holland serves as Managing Partner of Pegasus Growth Capital, where he oversees deal origination, transaction structure and investment execution, and leads the strategy and general management of the fund. With 35 years of experience in investment, finance and capital market management across public and private markets, he has successfully sourced, structured and led investments in early-stage growth businesses. In addition to Amaero, Holland has led successful investments in other portfolio companies, including LogicSource, Inc.

Pegasus Growth Capital has led three capital raises for Amaero and owns approximately 35% of the fully paid ordinary shares. On a fully converted, fully diluted basis, Pegasus ownership is approximately 42%.

Holland has previously held senior roles at First Republic Investment Management, Merrill Lynch and Sanford C. Bernstein. He holds a B.S. in Civil Engineering from Southern Methodist University and a Master's in Agriculture from Colorado State University.

Mr. McMaster will advise Mr. Holland on strategic and commercial matters, as well as on Amaero’s engagement with the U.S. Government, Department of Defense, DoD-funded research and defense prime contractors.

Upon graduating from the U.S. Military Academy in 1984, McMaster served as a commissioned officer for 34 years. He retired as a lieutenant general in June 2018 after serving as the 25[th] assistant to the U.S. President for the Department of National Security Affairs. From 2014-2017, McMaster designed the future army as the director of Army Capabilities Integration Center and the deputy commanding general of the U.S. Army Training and Doctrine Command.

McMaster is the Fouad and Michelle Ajami Senior Fellow at the Hoover Institution, Stanford University, the Bernard and Susan Liautaud Fellow at Freeman Spogli Institute and lecturer at Stanford University’s Graduate School of Business. He is a distinguished visiting fellow at Arizona State University. He holds a PhD in military history from University of North Carolina at Chapel Hill.

~~Board of Directors~~

Eric Bono Executive Director

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Omer Granit Non-Executive Director

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Robert Latta Non-Executive Director

Erik Levy Non-Executive Director

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Jamie Levy Non-Executive Director

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Lucy Robb Vujcic Non-Executive Director

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10

2 Technical and O erational Leadershi p p

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Eric Bono Ron Aman Fred Yolton Dave Schmidt Chris Scanlon Jay Chandran
President & Vice President of Technical Fellow Director of Chief Financial Chief Operating
Chief Technical Manufacturing Powder Metallurgy & Computational Officer Officer
Officer Materials Engineering Analysis
Experience Experience Experience Experience Experience Experience
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11

3

Specialty Is Our Focus — Unlocking New, High-Value Market Opportunities

Estimated Manufacturing Powder Demand in U.S. by Weight (Metric tonnes in thousands, % of market)

		Metric
		Tonnes	%
		0.9	3%		Material		Feedstock Price		Est. Powder Price
Amaero		3.9	12%		Nb C103(1)		A$1,390 – A$1,850		A$4,620 – A$5,390
		3.3	10%
Specialty					Titanium(1)		A$52 – A$62		A$215 – A$280
Alloys		3.9	12%
(incl. C103)
Titanium
					Cobalt		A$100 – A$123		A$177 – A$200
Cobalt
Nickel					Nickel		A$46 – A$77		A$100 – A$123
		18.7	59%
Stainless Steel					Stainless Steel		A$15 – A$20		A$46 – A$77
Aluminum
					Aluminum		A$8 – A$20		A$23 – A$46
		1.1	4%

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Source: Fairmont Consulting Group Analysis dated 23 January 2024, with reference to Metal Powder Industries Foundation and SmarTech analysis. Note: All figures in AUD. Company assumed USD to AUD exchange rate of 1.54. The provided figures are updated from those in the Company’s Investor Update Presentation dated 13 February 2024, which were sourced from Fairmont Consulting Group analysis.

Commentary

• Positioning as the largest and most responsive U.S. domestic producer of specialty AM powder

• C103 powder prices are ~20x greater than Ti-64 powder prices; Ti-64 prices are ~5x greater than stainless

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(1) Reflective of Amaero’s recent commercial discussions.

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12

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3 Capital Raising

E uit Raisin Overview q y g

Amaero is raising up to approximately A$25.0 million via an institutional placement comprising:

• An unconditional component of approximately $19.6 million through the issuance of 56.1 million new fully paid ordinary shares (“ New Shares ”) under the Company’s existing placement capacity in accordance with ASX Listing Rules 7.1 and 7.1A (“ Tranche 1 ”); and

Placement

• A conditional component of approximately $5.4 million through the issuance of 15.4 million New Shares subject to shareholder approval at Amaero’s Annual General Meeting expected to be held on or around 29 October 2024 (“ Tranche 2 ”),

(together the “ Placement ” or the “ Offer ”)

The Offer will be set at an Offer Price of A$0.35 per new share and will result in the issuance of up to approximately 71.4 million new fully paid ordinary shares in the Issuer (“ New Shares ”).

The Offer is not underwritten.

• The Offer Price of A$0.35 per New Share represents a:

• 4.1% discount to the last closing share price of A$0.365 per share on Thursday, 12 September 2024

• Offer Price ‐ 9.0% discount to the 5-day VWAP of A$0.3845 per share as at and including Thursday, 12 September 2024

• ‐ 5.9% discount to the 10-day VWAP of A$0.3718 per share as at and including Thursday, 12 September 2024

• Ranking • New Shares to rank equally with existing ordinary shares on issue in Amaero Syndicate • Curran & Co and Shaw and Partners Limited acted as Joint Lead Managers and Bookrunners to the Offer.

Note: The Offer is being made without a disclosure document to sophisticated and professional investors pursuant to sections 708(8) and 708(11) of the Corporations Act 2001 (Cth). Investors can find more information about the Company and the New Shares in the Company’s announcements to ASX, which include details about the business prospects and risks of investment into the New Shares.

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Sources and Uses of Funds

Cash Balance (as at 30 June 2024)	12.2
Capital Raised	25.0
Pro Forma Cash Balance	37.2

Capital equipment purchases Equipment required for commissioning of the second atomizer	12.8
Completion of fit out and improvements to 130 Innovation Drive facility in Tennessee	10.8
Offer costs	1.3
Total	25.0

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Note: The uses of funds above is subject to change at Amaero’s sole discretion

Indicative Timetable

Event1	Date
Trading Halt and Bookbuild Opens	Friday, 13 September 2024
Book Closes	4:00pm Friday, 13 September 2024
Trading Halt Lifted and results of Placement announced	Tuesday, 17 September 2024
Settlement of New Shares under Tranche 1 of the Placement	Friday, 20 September 2024
Allotment of New Shares under Tranche 1 of the Placement	Monday, 23 September 2024
Anticipated date of dispatch of Notice of Annual General Meeting	Friday, 27 September 2024
Anticipated date of AGM and approval of Tranche 2 of the Placement	Tuesday, 29 October 2024
Settlement of New Shares under Tranche 2 of the Placement (subject to shareholder approval)	Thursday, 31 October 2024
Allotment of New Shares under Tranche 2 of the Placement (subject to shareholder approval)	Friday, 1 November 2024

Notes: (1) This indicative timetable is subject to change at the discretion of the Company & Joint Lead Managers without notice (subject to the requirements of the Corporations Act 2001 (Cth), the ASX Listing Rules and other applicable rules). All times above are to Sydney, Australia time.

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4 Make More in America Again

Make More in America A ain g

• We are witnessing a generational industrial opportunity in reshoring critical industrial base capabilities to the U.S.

• Amaero operates at the fulcrum of the reshoring opportunity — building secure, vertically integrated defense and industrial supply chains

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Defense Production
and Supply Chain
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• Essential supply chain capability for manufacturing readiness determinants

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SpaceX Falcon 9 Rockets, Business Insider

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13

Revivin the Arsenal of Democrac g y

“

I want to make it clear that it is the purpose of the nation to build now with all possible speed every machine, every arsenal, every factory that we need to manufacture our defense material. We have the men, the skill, the wealth, and above all, the will… We must be the great arsenal of democracy. ”

– U.S. President Franklin D.

Roosevelt in a Radio Broadcast on the Threat to National Security

Issue

While the U.S. is still a global technology leader, there has been a shift from leadership in machine tools toward leadership in services and software . Globalization led to outsourcing and offshoring of production and a deep integration of manufacturing supply chains across the globe.

U.S. industrial base’s U.S. metal-casting Overall output of steel limits are already capacity shows that castings dropped being tested as the from 6,150 foundries from about 2 million Russian invasion of operating in tons in 1974 to about Ukraine coincides 1955, only 1,750 are 1.2 million tons in with fears of a producing today 2016 Chinese attack on Taiwan

Since the 1990s, the number of aerospace and defense prime contractors has shrunk from 51 to just 5; today, 90% of missiles come from 3 sources

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______Source: IndustryWeek, WhiteHouse.Gov.

14

Shorta e of Domestic Castin and For in g g g g

Commentary

• Market void exists for domestic casting and forging activities

• U.S. DoD has prioritized casting and forging as one of four focus areas posing a pressing threat to national security

• National investment into casting, forging and plate production

“

The materials in our weapons systems affect platform resilience, sustainability, and affordability…Castings and forgings are critical to achieving and maintaining the capabilities we need; however, the supply chain for cast and forge components for the Defense Industrial Base has shrunk by 80 percent.”

– Dr. Matthew Draper, Technical Director of Metallurgy and Manufacturing, Office of the Under Secretary of Defense for Acquisition and Sustainment – Innovation Capability and Modernization Office

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Alfred University Casting Center, NY

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15

Manufacturin Has Si nificantl Fallen in Recent Decades g g y

Decline in U.S. Manufacturing Jobs — Jan. 2000–Dec. 2023

(In millions)

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% Decline
17.3
16.4 (25.0%)
15.3
14.5
14.3 14.2 14.2
13.9
13.4
12.7 12.8 12.8 12.9
11.8 11.7 11.9 12.0 12.2 12.3 12.4 12.4 12.2 12.4
11.5
'00 '01 '02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16 '17 '18 '19 '20 '21 '22 '23
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Manufacturing Continues to Account for Lower Share of Gross Domestic Product (GDP)

Commentary

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35%
31%
27% U.S. manufacturing
25%
24% as a percent of GDP
23%
20% has significantly
21%
19%
reduced in the past
16%
15% half-century, globally
11% and when compared
9%
to other Western
5%
‘70 ‘80 ‘90 ‘00 ‘10 ‘20 nations
Japan Germany World
Italy Australia United States
______Source: Federal Reserve Economic Data United Kingdom , CATO Institute.
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16

Stron Bi artisan Su ort to Re-establish Manufacturin Econom g p pp g y

Annual Manufacturing Job Announcements

(In thousands)

Commentary

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406
•
80% of North American
% Growth 363 manufacturers are
considering reshoring
176.5% operations, which is leading
to the creation of 400K+
jobs
• As a result of pervasive,
245 global supply chain issues
companies are rethinking
their manufacturing
strategies to bring
production back to the U.S.
154
147
• Laws like the bipartisan
Infrastructure Law and the
Inflation Reduction Act have
100
incentivized companies to
manufacture domestically
and led to significant growth
of reshoring in 2021
'18 '19 '20 '21 '22 '23
______
Source: Legacy Research Group, Lincoln Tech.
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17

The Case for Additive Manufacturin g

~~Benefits of Design for AM~~

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Multiscale Structure Design

Enables the realization of parts with multiscale complexities and provides significant design freedom to use cellular structures or lattice structures

Design for Mass Customization

Allows for the direct fabrication of parts from a product’s digital model, significantly reducing the cost and lead time for producing customized products

Parts Consolidation

Drastically reduces the amount of parts needed as complex parts are often consolidated

“

In 2017, GE Aviation revealed that it had used DfAM to create a helicopter engine with 16 parts instead of 900, including one segment that previously had 300 parts. The printed parts were about 40% lighter and 60% cheaper.”

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– Addi tiv e M anufacturin g, G E T e a m S e c r e t l y P r i n t e d a H e l i c o p t e r E n g i n e , R e p l a c i n g 9 0 0 P a r t s w i t h 1 6

“

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Nb C103, Castheon

Niobium C103, combined with the innovative capabilities of additive manufacturing, represents a significant advancement in material science and engineering. The synergy of this highperformance alloy with AM not only enhances the design and functionality of critical components but also provides cost savings and environmental benefits.”

– Howco Group, Unleashing the Potential of Niobium C103 with Additive Manufacturing

______Source: Additive Manufacturing, Castheon, Howco Group, Nano Dimension.

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18

Amaero Hi h Value S ecialt Focus Tar ets Bu -to-Fl Sensitive A lications g p y g y y pp

Commentary

• Buy-to-Fly ratios are an important driver of total part cost, particularly when the raw material is expensive

• Additive manufacturing can reduce traditional manufacturing buy-to-fly ratios of 40:1 for machining and 15:1 for forging to below 1.5:1

• Implementation of additive manufacturing results in significant design and manufacturing process efficiencies

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Powder bed fusion (PBF) rocket nozzles, MetalAM

“

In [traditional subtractive manufacturing], the buy-to-fly ratio is often high, indicating that a significant portion of the material is removed during machining …the buy-to-fly ratio is a relevant concern in industries like aerospace where its complex parts start as massive billets and much of the material is removed to reach the desired specifications”

Metal powder used for AM applications, Kyocera SGS

• Kyocera SGS , Additive Manufacturing vs. CNC Subtractive

• Manufacturing

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______Source: Fairmont Consulting Group, MetalAM, Kyocera SGS.

19

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6 Planned Capital Investments

Planned Ca ital Investments p

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Estimated Capital Investment Detail by Year — Current Estimate vs. February 2024 Investor Presentation Budget
Feb ’24 Current
Estimate Estimate $71.3 $71.5
Machinery & Equipment
Facility
$43.8
$48.3
Anticipate FY2026
$42.7 EBITDA Breakeven
$36.3
$22.7
$21.9
$18.6
$17.5
$16.4
$27.6
$10.0 $11.2 $23.1
$3.6 $20.0
$14.5
$8.6 $7.6
FY2024A FY2025E FY2026E FY2024A–FY2026E [(1)]
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______Source: Company assumptions and projections, Company Investor Update Presentation dated 13 February 2024. Note: Fiscal Year Ending June 30; AUD in millions. Company assumed USD to AUD exchange rate of 1.54. (1) Vertical axis not to scale with annual budget data.

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20

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Appendix A

International Offer Restrictions

International Offer Restrictions (1/2)

International Offer Restrictions

This document does not constitute an offer of new ordinary shares (“New Shares”) of the Company in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Shares may not be offered or sold, in any country outside Australia except to the extent permitted below.

Hong Kong

WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the “SFO”). Accordingly, this document may not be distributed, and the New Shares may not be offered or sold, in Hong Kong other than to “professional investors” (as defined in the SFO and any rules made under that ordinance).

No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors. No person allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities.

The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.

New Zealand

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the “FMC Act”).

The New Shares are not being offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) other than to a person who:

• is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;

• meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;

• is large within the meaning of clause 39 of Schedule 1 of the FMC Act;

• is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or

• is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.

Singapore

This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part 13 of the Securities and Futures Act 2001 of Singapore (the “SFA”) or another exemption under the SFA.

This document has been given to you on the basis that you are an “institutional investor” or an “accredited investor” (as such terms are defined in the SFA). If you are not such an investor, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.

Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party in Singapore. On-sale restrictions in Singapore may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

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International Offer Restrictions (2/2)

International Offer Restrictions

United Kingdom

Neither this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended (“FSMA”)) has been published or is intended to be published in respect of the New Shares.

The New Shares may not be offered or sold in the United Kingdom by means of this document or any other document, except in circumstances that do not require the publication of a prospectus under section 86(1) of the FSMA. This document is issued on a confidential basis in the United Kingdom to “qualified investors” within the meaning of Article 2(e) of the UK Prospectus Regulation. This document may not be distributed or reproduced, in whole or in part, nor may its contents be disclosed by recipients, to any other person in the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the New Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of the FSMA does not apply to the Company.

In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (“FPO”), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (“relevant persons”). The investment to which this document relates is available only to relevant persons. Any person who is not a relevant person should not act or rely on this document.

United States

This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The New Shares have not been, and will not be, registered under the US Securities Act of 1933 or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.

The New Shares may be offered and sold in the United States only to:

• “qualified institutional buyers” (“QIBs” as defined in Rule 144A under the US Securities Act); and

• dealers or other professional fiduciaries organized or incorporated in the United States that are acting for a discretionary or similar account (other than an estate or trust) held for the benefit or account of persons that are not US persons and for which they exercise investment discretion, within the meaning of Rule 902(k)(2)(i) of Regulation S under the US Securities Act.

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