AMAERO LTD — Capital/Financing Update 2024

Sep 16, 2024

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Announcement Summary

Entity name

AMAERO INTERNATIONAL LTD

Announcement Type

New announcement

Date of this announcement

17/9/2024

The Proposed issue is:

A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
3DA	ORDINARY FULLY PAID	71,428,571
Proposed +issue date
23/9/2024

Refer to next page for full details of the announcement

Appendix 3B - Proposed issue of securities

1 / 5

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 1 - Entity and announcement details

1.1 Name of +Entity

AMAERO INTERNATIONAL LTD

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ACN

Registration Number

633541634

1.3 ASX issuer code

3DA

1.4 The announcement is

New announcement

1.5 Date of this announcement

17/9/2024

1.6 The Proposed issue is:

A placement or other type of issue

Appendix 3B - Proposed issue of securities

2 / 5

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes 7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 29/10/2024 Actual

Comments

Tranche 2 to issue 15,358,544 placement shares on 1 November 2024 is subject to shareholder approval at the Annual General Meeting to be held on 29 October 2024.

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description

3DA : ORDINARY FULLY PAID

Number of +securities proposed to be issued

71,428,571

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.35000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?

Appendix 3B - Proposed issue of securities

3 / 5

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Yes

Part 7C - Timetable

7C.1 Proposed +issue date

23/9/2024

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

55,621,605 shares under LR 7.1 Placement Capacity.

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? Yes

7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A?

448,422 shares under Listing Rules 7.1A Placement Capacity.

7D.1c ( ii ) Please explain why the entity has chosen to do a placement rather than a +pro rata issue or an offer under a +security purchase plan in which existing ordinary +security holders would have been eligible to participate

A placement was chosen as the most cost-efficient and expedient method available to the Company at the time for raising the funds required and also brings sophisticated, long-term shareholders to the Company's register.

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Curran & Co Pty Limited and Shaw and Partners Limited are Joint Lead Managers.

Appendix 3B - Proposed issue of securities

4 / 5

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

Fee of 5.0% of gross Proceeds from the Offer (excluding GST) that are received by the Joint Lead Managers will be payable on completion and the economic benefit of the fee will be split in equal proportions between the Joint Lead Managers.

7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Other fees and costs incurred by the Company in connection with the placement include standard share registry fees, settlement fees and legal and other external adviser fees.

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

Refer to the ASX announcement and investor presentation lodged with ASX on 17 September 2024.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

Tranche 1 to issue 56,070,027 shares on 23 September 2024.

Tranche 2 to issue 15,358,544 shares on 1 November 2024 is subject to approval at the AGM on 29 October 2024. Further information is available in the ASX announcement that accompanies this Appendix 3B.

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

Appendix 3B - Proposed issue of securities

5 / 5