AMAERO LTD — Share Issue/Capital Change 2022

Jun 14, 2022

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Announcement Summary

Entity name

AMAERO INTERNATIONAL LTD

Date of this announcement

Wednesday June 15, 2022

The +securities the subject of this notification are: Other

Total number of +securities to be issued/transferred

Total number of ASX +security +securities to be code Security description issued/transferred Issue date New class - code Convertible Notes 2,806,159 15/06/2022 to be confirmed

Refer to next page for full details of the announcement

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 1 - Entity and announcement details

1.1 Name of entity

AMAERO INTERNATIONAL LTD

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

1.2 Registered number type

ACN

Registration number

633541634

1.3 ASX issuer code

3DA

1.4 The announcement is

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New announcement

1.5 Date of this announcement

15/6/2022

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 2 - Issue details

2.1 The +securities the subject of this notification are:

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Other

Please specify

Securities issued as announced to the market in an Appendix 3B lodged on 12 May 2022.

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

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does not have an existing ASX security code ("new class")

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 3C - number and type of +securities the subject of this notification (new class) where issue has not previously been notified to ASX in an Appendix 3B

New +securities ASX +security code +Security description New class - code to be confirmed Convertible Notes +Security type ISIN code +Convertible debt securities Date the +securities the subject of this notification were issued 15/6/2022 Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1? No Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued. https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02520983-3A593443?access_token=83 ff96335c2d45a094df02a206a39ff4

+Convertible debt securities Details

Type of +security Convertible note or bond +Security currency Face value Interest rate type AUD - Australian Dollar AUD 1.00000000 Fixed rate Frequency of coupon/interest payments per year First interest payment date Annual 15/6/2023 Interest rate per annum Is the interest rate per annum estimated at this time? No 2.25 % s128F of the Income Tax Assessment Act status applicable to the +security s128F exemption status unknown

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Is the +security perpetual (i.e. no maturity)? Maturity date No 15/6/2025

Select other feature(s) applicable to the +security Redeemable

Is there a first trigger date on which a right of conversion, redemption, call If yes, what is the first trigger date? or put can be exercised (whichever is first)? 15/6/2025 Yes

Details of the existing class of +security that will be issued if the securities are converted, transformed or exchanged

Other

Description

ORDINARY FULLY PAID SHARES

Any other information the entity wishes to provide about the +securities the subject of this notification

The Convertible Notes convert into a total of 13,362,663 Shares, at an agreed conversion price of A$0.21 per share.

Please provide any further information needed to understand the circumstances in which you are notifying the issue of these +securities to ASX, including why the issue of the +securities has not been previously announced to the market in an Appendix 3B Please refer to Appendix 3B lodged on 12 May 2022: https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research /1.0/file/2924-02520984-3A593495?access_token=83ff96335c2d45a094df02a206a39ff4

Issue details

Number of +securities

2,806,159

Were the +securities issued for a cash consideration?

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Yes

In what currency was the cash consideration being What was the issue price per +security? paid? AUD - Australian Dollar AUD 1.00000000

Purpose of the issue

To raise additional working capital

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 4 - +Securities on issue

Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of the entity will comprise:

(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)

4.1 Quoted +Securities (Total number of each +class of +securities quoted)

	Total number of
ASX +security code and description	+securities on issue
3DA : ORDINARY FULLY PAID	236,586,037
4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)
	Total number of
ASX +security code and description	+securities on issue
3DAAE : PERFORMANCE RIGHTS	481,390
3DAAF : OPTION EXPIRING 10-DEC-2022 EX $1.00	3,500,000
New class - code to be confirmed : Convertible Notes	2,806,159

4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 5 - Other Listing Rule requirements

5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? No

5.2 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? No

5.2b Are any of the +securities being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

5.2b.1 How many +securities are being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

2,806,159 Convertible Notes convertible into 13,362,663 ORD shares

5.2c Are any of the +securities being issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

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