AUDEARA LIMITED — Capital/Financing Update 2024

Mar 27, 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

28/3/2024

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 3 years from issue at 43% premium to 30	5,000,000
confirmed	day VWAP
AUA	ORDINARY FULLY PAID	592,332

Proposed +issue date

3/5/2024

Refer to next page for full details of the announcement

Appendix 3B - Proposed issue of securities

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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

28/3/2024

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 30/4/2024

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

Comments

• • Refer to Notice of General Meeting lodged today - 28 March 2024 https://cdn api.markitdigital.com/apiman gateway/ASX/ asx-research/1.0/file/2924-02789858-2A1514449

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

592,332

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 0.05400

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

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Appendix 3B - Proposed issue of securities

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Yes
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
Yes
ASX +security code New class-code to be confirmed	+Security description Options Expiring 3 years from issue at 43% premium to 30 day VWAP
+Security type
Options
Number of +securities proposed to be	issued
5,000,000
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
The purpose of the issue of the Options	is to provide a performance linked short-term incentive component in the
remuneration package for the Directors. Refer notice of GM - esearch/1.0/file/2924-02789858-2A1514449		https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-r
Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
168,850.000000
Will all the +securities issued in this class rank equally in		all respects from
their issue date?
Yes

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Appendix 3B - Proposed issue of securities

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Options details

+Security currency AUD - Australian Dollar

Exercise price Expiry date AUD

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.

Refer notice of GM - https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02789858-2A1514 449

Part 7C - Timetable

7C.1 Proposed +issue date

3/5/2024

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? No

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)? No

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? No

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

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Part 7F - Further Information

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

The purpose of the issue of the Options is to provide a performance linked short-term incentive component in the remuneration package for the Directors. The shares for David Trimboli are being issued in lieu of director fees.

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

Refer notice of GM - https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02789858-2A1514 449

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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