AUDEARA LIMITED — Capital/Financing Update 2025

Oct 23, 2025

Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name AUDEARA LIMITED

Announcement Type

New announcement

Date of this announcement

24/10/2025

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	unlisted options expiring 2 years from the date of issue @	4,250,000
confirmed	$0.045
AUA	ORDINARY FULLY PAID	954,763

Proposed +issue date 26/11/2025

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

24/10/2025

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 Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 25/11/2025 Actual Comments See AGM Notice of Meeting lodged today.

Part 7B - Issue details

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)? Existing class Details of +securities proposed to be issued

ASX +security code and description AUA : ORDINARY FULLY PAID

Number of +securities proposed to be issued 954,763 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

Shares are being issued in lieu of director fees. See AGM Notice of Meeting lodged today.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 26,733.360000 Will these +securities rank equally in all respects from their issue date with

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Appendix 3B - Proposed issue of securities

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the existing issued +securities in that class? 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
No
ASX +security codeNew class-code to be confirmed	+Security descriptionunlisted options expiring 2 years from the date of issue @ $0.045
+Security type
Options
Number of +securities proposed to be	issued
4,250,000
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
Performance linked incentive component to remuneration. See AGM Notice of Meeting lodged today.
Please provide an estimate of the AUD	equivalent of the consideration being
provided for the +securities
71,952.500000
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 0.0250	26/11/2027

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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.

See AGM Notice of Meeting lodged today.

Part 7C - Timetable

7C.1 Proposed +issue date

26/11/2025

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 25/11/2025

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? 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

Part 7F - Further Information

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

See AGM Notice of Meeting lodged today. Shares issued in lieu of director fees and options issued as performance based incentive securities.

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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