AUDEARA LIMITED — Capital/Financing Update 2021

May 13, 2021

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14 May 2021

Pre-quotation disclosure

The following information is required to be provided to ASX Limited ( ASX ) for release to the market in connection with the admission to the official list and official quotation of the fully paid ordinary shares in Audeara Limited ACN 604 368 443 ( Company ).

Unless otherwise defined, capitalised terms used in this notice have the meaning given to them in the Company's prospectus dated 31 March 2021 ( Prospectus ).

1. Escrow Arrangements

a) Restricted Securities for 24 months from the date of official quotation

The Company confirms that the following securities will not be quoted and be classified as restricted securities for a period of 24 months from the date of official quotation of the securities of the Company:

• i. 40,800,678 fully paid ordinary shares; and

• ii. 2,000,000 Options issued to directors and related parties.

b) Restricted Securities for 12 months from the date of issue

The Company confirms that the following securities will not be quoted and be classified as restricted securities for a period of 12 months from the date of issue:

Security Type	Total Holdings	Escrow Period
Fully paid ordinary shares	11,388	12 months from 31/07/2020
Fully paid ordinary shares	10,063	12 months from 31/08/2020
Fully paid ordinary shares	74,713	12 months from 10/09/2020
Fully paid ordinary shares	183,219	12 months from 21/09/2020

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Audeara Limited 13/76 Doggett St, Newstead QLD 4006 ACN 643 844 928

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c) Restricted Securities for 6 months from the date of official quotation

On 5 May 2021 the Company entered into a voluntary escrow agreement with JDB Services Pty Ltd ( JDB ). The voluntary escrow agreement prohibiting JDB from dealing in 6,233,353 Shares of the Company (representing 5.9% of the issued capital in the Company) for a period of 6 months after the date of official quotation. The restriction agreement prevents JDB from disposing of, or agreeing or offering to dispose of, the voluntarily escrowed shares, until expiration of the escrow period. JDB holds 11.87% of the issued capital in the Company, with the voluntary escrow arrangement applying to 50% of their shareholding.

2. Capital Structure

At the date of Admission, the capital structure of the Company is set out below:

Security Type	Total Holdings
Fully paid ordinary shares	105,000,000
Options issued to directors and related parties*	2,000,000
Options issued to employees	1,950,000

• Please see paragraph 4 below for additional detail.

3. Convertible Notes

The Company confirms that all convertible notes issued by the Company during the 2018/2019 and 2020/2021 financial years have been converted by the issue of 10,654,953 fully paid ordinary shares.

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Audeara Limited 13/76 Doggett St, Newstead QLD 4006 ACN 643 844 928

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4. Issue and allocation of options

The Company has issued Options to the following parties:

Holder	Options	Exercise Price	Escrow Period	Expiry Date
James Fielding Family Pty Ltd (nominee of Dr James Fielding)	1,250,000	$0.30	24 months from the date of official quotation of the securities of the Company	10 May 2024
Catherine Sonia Trimboli (nominee of Mr David Trimboli)	300,000	$0.30	24 months from the date of official quotation of the securities of the Company	10 May 2024
PLM trading Pty Ltd (nominee of Mr Pasquale Rombola)	450,000	$0.30	24 months from the date of official quotation of the securities of the Company	10 May 2024
Options issued to employees	1,950,000	$0.30	N/A	10 May 2024

5. National Disability Insurance Scheme status

The Company has received formal renewal of its National Disability Insurance Scheme registration.

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Peter Harding-Smith

Company Secretary

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Audeara Limited 13/76 Doggett St, Newstead QLD 4006 ACN 643 844 928