AUDEARA LIMITED — Capital/Financing Update 2024

Dec 4, 2024

Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name AUDEARA LIMITED

Announcement Type

New announcement

Date of this announcement

5/12/2024

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
New class-code to be	options expiring 30 January 2027 @ $0.08	11,250,000
confirmed
AUA	ORDINARY FULLY PAID	4,375,000

Proposed +issue date 21/2/2025

Refer to next page for full details of the announcement

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Appendix 3B - Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

AUDEARA LIMITED

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

ABN

Registration Number

27604368443

1.3 ASX issuer code

AUA

1.4 The announcement is

New announcement

1.5 Date of this announcement

5/12/2024

1.6 The Proposed issue is:

A placement or other type of issue

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Appendix 3B - Proposed issue of securities

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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 +Security holder approval 14/2/2025

Is the date estimated or ** Approval actual? received/condition met? Estimated

Comments

Notice of Meeting Documents will be despatched over the coming weeks. See ASX announcement 5 December 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

AUA : ORDINARY FULLY PAID

Number of +securities proposed to be issued

4,375,000

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 0.04000

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

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Appendix 3B - Proposed issue of securities

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Is the proposed security a 'New	Will the proposed issue of this
class' (+securities in a class that is	+security include an offer of
not yet quoted or recorded by ASX)	attaching +securities?
or an 'Existing class' (additional	No
securities in a class that is already
quoted or recorded by ASX)?
New class
Details of +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs
issued over them)
Have you received confirmation from	Will the entity be seeking quotation
ASX that the terms of the proposed	of the 'new' class of +securities on
+securities are appropriate and	ASX?
equitable under listing rule 6.1?	No
No
ASX +security codeNew class-code to be confirmed	+Security descriptionoptions expiring 30 January 2027 @ $0.08
+Security type
Options
Number of +securities proposed to be	issued
11,250,000
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
No
Please describe the consideration being provided for the +securities
One free attaching option is being issued for every three shares being issued for nil consideration. See ASX
announcement 5 December 2024.
Please provide an estimate of the AUD	equivalent of the consideration being
provided for the +securities
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes
Options details
+Security currency	Exercise price	Expiry date
AUD - Australian Dollar	AUD 0.0800	30/1/2027

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Appendix 3B - Proposed issue of securities

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Details of the type of +security that will be issued if the option is exercised

AUA : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

One fully paid ordinary share (ASX:AUA)

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

The option terms are standard. The notice of meeting setting out the terms will be despatched over the coming weeks.

Part 7C - Timetable

7C.1 Proposed +issue date

21/2/2025

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? Yes

7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1

14/2/2025

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes

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?

Bell Potter Securities Limited

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

A fee of 6% will be paid for all funds raised. See ASX announcement of 5 December 2024.

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 -

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Appendix 3B - Proposed issue of securities

Part 7F - Further Information

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

Funds raised will be primarily deployed to increase capacity of the AUA Technology division to meet growing demand of strengthened pipeline and stock purchasing.

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

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)

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