ASPEN GROUP — Capital/Financing Update 2025

May 14, 2025

==> picture [198 x 79] intentionally omitted <==

==> picture [178 x 146] intentionally omitted <==

----- Start of picture text -----

Aspen Group Limited
ABN 50 004 160 927
Aspen Property Trust
ARSN 104 807 767
Suite 21 285A Crown Street Surry Hills
NSW 2010
Telephone: 02 9151 7500
ASX ANNOUNCEMENT
15 May 2025
----- End of picture text -----

Aspen Group Business Update and Equity Raising

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

Aspen Group (which comprises Aspen Group Limited and Aspen Property Trust) (ASX: APZ) (Aspen) is pleased to provide an update and announce an equity raising.

Update

Demand for Aspen’s accommodation remains strong as there is a shortage of affordable housing Australia wide. There is minimal vacancy across our long stay offering (except CoVE Upper Mount Gravatt), and rents are increasing in our markets. Trading conditions for our short stay offering continues to be patchy with stronger corporate demand more than offsetting weaker tourist demand.

Development sales continue to grow strongly while we maintain attractive margins and return on capital. Aspen is on track to produce over 200 dwellings and sites and settle at least 110 sales in FY25. We are deliberately increasing completed Lifestyle house inventory this year to make it easier for customers to make buying decisions and for Aspen to manage sales rates in future. We continue to expect to grow sales towards 200 per annum across 10 active projects over the next 2-3 years.

Over the 5 years to FY24 Aspen delivered Underlying Operating EPS[1] growth of 22% per annum and Net Asset Value per security growth of 15% per annum. The strong momentum has continued over the first 10 months of FY25:

	10 Months Ending 30 April 2025	10 Months Ending 30 April 2025	10 Months Ending 30 April 2025
Net Rental Income	Development Profit	EBITDA	Underlying Operating Earnings1	Underlying Operating EPS1
$29.3m	$9.1m	$34.0m	$27.5m	13.7 cents
+13%	+42%	+28%	+31%	+17%

(% changes are compared to the previous corresponding period in FY24)

FY25 Guidance is Unchanged

• § Underlying Operating EPS 16.7 cents - up 21% on FY24

• § DPS 10.0 cents – up 18% on FY24

Aspen continues to expect to grow Underlying EPS by at least 10% per annum over the medium term.

Debt Facility

Aspen has recently renegotiated its syndicated debt facility. The limit was increased $50m to $260m, the term was extended to September 2028, and the drawn margin reduced 15bps to 185bps.

Equity Raising

Aspen is raising additional equity today to strengthen its balance sheet and provide flexibility to pursue organic growth and new acquisition opportunities that are increasing in our opinion.

The equity raising consists of an Institutional Placement to raise $70 million and Securityholder Purchase Plan (SPP) to raise up to $4 million. Both tranches are priced at $2.90 per APZ security and neither will be underwritten.

Post the Institutional Placement, APZ’s pro forma gearing is expected to be 17%.

The equity raising will not materially change Aspen’s net asset value per security, Underlying EPS, or distributions per security initially, however we believe it will improve Aspen’s growth prospects over the medium term and reduce risk.

New securities issued under the Institutional Placement and SPP will rank equally with existing securities.

Aspen anticipates that the securities to be issued under the Institutional Placement will represent 12% of Aspen’s current securities on issue.

The Joint Lead Managers of the Institutional Placement are MST Financial Services and Aitken Mount Capital Partners.

Security Purchase Plan (SPP)

Following completion of the Institutional Placement, Aspen will offer eligible securityholders in Australia and New Zealand the opportunity to participate in the SPP. Eligible securityholders will be invited to subscribe for up to a maximum of $30,000 in additional securities, free of any brokerage or transaction costs. The issue price of securities issued under the SPP will be $2.90 per security and the amount raised will be capped at $4 million.

Indicative Timetable

Key event	Date
Record date for SPP	Wednesday 14 May 2025
Trading halt and announcement of the Equity Raising	Thursday 15 May 2025
Institutional Placement bookbuild	Thursday 15 May 2025
Trading halt lifted	Friday 16 May 2025
Settlement of securities issued under the Institutional Placement	Friday 23 May 2025
Normal trading of securities issued under the Institutional Placement	Monday 26 May 2025
SPP opens	Tuesday 27 May
SPP closes	Tuesday 10 June 2025
Issue of securities under the SPP	Tuesday 17 June 2025

Further details on the business update and equity raising can be found in the investor presentation released on ASX today.

Announcement authorised by the Board of Aspen Group Limited.

For further information, please contact: John Carter David Dixon Joint Chief Executive Officer Joint Chief Executive Officer Phone: (+61) 2 9151 7586 Phone: (+61) 2 9151 7584 Email: johnc@aspengroup.com.au Email: davidd@aspengroup.com.au

1. Underlying Operating Earnings is a non-IFRS measure that is determined to present, in the opinion of the directors, the operating activities of Aspen in a way that appropriately reflects Aspen’s operating performance – refer to financial report for full definition

Disclaimer

This announcement has been prepared by Aspen Group Limited and Evolution Trustees Limited (as responsible entity of the Aspen Property Trust) (“Aspen”) and should not be considered in any way to be an offer, invitation, solicitation or recommendation with respect to the subscription for, purchase or sale of any security, including in any jurisdiction in which it would be unlawful, and neither this document nor anything in it shall form the basis of any contract or commitment. In particular, this announcement may not be distributed or released to any person, and any securities may not be offered or sold, in any country outside Australia except to institutional and professional investors, and to the extent permitted pursuant to applicable exemptions from any prospectus or registration requirements, in certain countries as contemplated in Appendix 1 of the investor presentation released along with this announcement.

Prospective investors should make their own independent evaluation of an investment in Aspen. Nothing in this announcement constitutes investment, legal, tax or other advice. The information in this announcement does not take into account your investment objectives, financial situation or particular needs. Each recipient of the announcement should make its own enquiries and investigations regarding all information in this announcement including, but not limited to, the assumptions, uncertainties and contingencies which may affect future operations of Aspen and the impact that different future outcomes might have on the Aspen and its subsidiaries (the "Group").

The information in this announcement is of a general nature and does not purport to be complete, nor does it contain all of the information that a potential investor may require in making an investment decision or would be required in a prospectus, product disclosure statement or other disclosure document prepared in accordance with the Corporations Act 2001 (Cth) and will not be lodged with the Australian Securities and Investments Commission. This announcement should be read in conjunction with Aspen's other periodic and continuous disclosure announcements lodged with ASX, which are available at www.asx.com.au.

An investment in the securities of Aspen is subject to known and unknown risks, some of which are beyond the control of the Group. Aspen does not guarantee any particular rate of return or the performance of the Group, nor does it guarantee any particular tax treatment. Persons should have regard to the risk factors outlined in Appendix 3 of the investor presentation.

Aspen has prepared this announcement based on information available to it. No representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information, opinions and conclusions contained in this announcement. To the maximum extent permitted by law, none of Aspen, its directors, employees or agents, nor any other person accepts any liability, including, without limitation, any liability arising from fault or negligence on the part of any of them or any other person, for any loss arising from the use of this announcement or its contents or otherwise arising in connection with it.

This announcement contains forward looking information. Indications of, and guidance on, future earnings, distributions and financial position and performance are forward looking statements. Forward looking statements are based on Aspen’s current intentions, plans, expectations, assumptions, and beliefs about future events and are subject to risks, uncertainties and other factors which could cause actual results to differ materially. You are strongly cautioned not to place undue reliance on forward looking statements, particularly in light of the current economic climate and the significant volatility, uncertainty and disruption caused by the outbreak of COVID-19. There can be no assurance that actual outcomes will not differ materially from these forward looking statements. Several important factors could cause actual results or performance to differ materially from the forward looking statements, including (without limitation) the risk and uncertainties associated with the ongoing impacts of COVID-19, the Australian and global economic environment and capital market conditions and other risk factors set out in Appendix 3 of the investor presentation. Aspen and its related bodies corporate and their respective directors, officers, employees, agents, and advisers do not give any assurance or guarantee that the occurrence of any forward-looking information, view or intention referred to in this announcement will actually occur as contemplated.

MST Financial Services Pty Ltd and Aitken Mount Capital Partners Pty Ltd ("Lead Managers") and their affiliates, directors, partners, officers, employees and advisers (together the "Lead Manager Group") have not authorised, permitted or caused the issue or lodgement, submission, despatch or provision of this announcement or any of its contents and there is no statement in this announcement which is based on any statement by any member of the Lead Manager Group. No member of the Lead Manager Group accepts any responsibility or liability for the contents of this announcement, makes any warranty or representation as to the accuracy of the information in this announcement and to the maximum extent permitted by law, excludes and disclaims all liability for losses incurred as a result of any information being inaccurate or incomplete. This includes for any indirect, incidental, consequential, special or economic loss or damage (including, without limitation, any loss or profit or anticipated profit, fines or penalties, loss of business or anticipated savings, loss of use, business interruption or loss of goodwill, bargain or opportunities). Aspen and the members of the Lead Manager Group make no recommendation as to whether a reader of this announcement should participate in the Institutional Placement or SPP and makes no warranties concerning the Institutional Placement or SPP.

The reader acknowledges that neither Aspen nor the Lead Manager Group intend that any member of the Lead Manager Group act or be responsible as fiduciary, or assume any duty, to the reader, its officers, employees, consultants, agents, security holders, creditors or any other person. Each of the reader and the Lead Manager (on behalf of each other member of the Lead Manager Group), by accepting and providing this announcement respectively, expressly disclaims any fiduciary relationship between them, or the assumption of any duty by the Lead Manager Group to the reader, and agrees that it is responsible for making its own independent judgments with respect to the Institutional Placement or SPP, any other transaction and any other matters arising in connection with this presentation. Members of the Lead Manager Group may have interests in the securities of Aspen, including being directors of, or providing securities advisory services to, Aspen. Further, they may act as a market maker or buy or sell those securities or associated derivatives as principal or agent. The Lead Managers may receive fees for acting in their capacity as lead manager and bookrunner to the Institutional Placement.

Determination of eligibility of investors of the Institutional Placement is determined by reference to a number of matters, including at discretion of Aspen and the Lead Managers. Aspen and the members of the Lead Manager Group disclaim any liability in respect of the exercise of that discretion, to the maximum extent permitted by law.

Statements made in this announcement and the investor presentation to which it is attached are made only as at the date of this announcement and the information remains subject to change without notice. Aspen may in, its absolute discretion, but without being under any obligation to do so, update or supplement the investor presentation or this announcement. Any further information will be provided subject to the terms and conditions contained in this disclaimer.

This announcement has been prepared for publication in Australia and may not be released to US wire services or distributed in the United States. The new stapled securities to be issued under the Institutional Placement have not been, and will not be, registered under the US Securities Act of 1933 and 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 distribution of this announcement in the United States and elsewhere outside Australia may be restricted by law. Persons who come into possession of this announcement should observe any such restrictions as any non-compliance could contravene applicable securities laws. Please refer to the section of the investor presentation headed “International Offer Restrictions" for more information.

The financial information presented does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the US Securities and Exchange Commission. The financial information also includes non-GAAP measures within the meaning of Regulation G under the US Securities Exchange Act of 1934 and non-IFRS measures under ASIC Regulatory Guide 230: “Disclosing non-IFRS financial information” published by ASIC, which have been included because Aspen believes it provides users with additional relevant information. The non-IFRS/non-GAAP financial information does not have a standardised meaning prescribed by IFRS and, therefore, may not be comparable to similarly titled measures presented by other entities, nor should they be construed as an alternative to other financial measures determined in accordance with IFRS. Investors are cautioned, therefore, not to place undue reliance on any non-IFRS/non-GAAP financial information and ratios included in this announcement.

All references to dollar amounts are in Australian currency.

==> picture [455 x 231] intentionally omitted <==

==> picture [170 x 68] intentionally omitted <==