AURORA LABS LIMITED — Capital/Financing Update 2018

Aug 29, 2018

30 August 2018

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ASX Announcement

ISSUE OF SECURITIES

CORPORATE DIRECTORY

Chairman PAUL KRISTENSEN

Founder, Managing Director DAVID BUDGE

Business Development and Marketing Director NATHAN HENRY Non-Executive Director MEL ASHTON

Non-Executive Director and Company Secretary MATHEW WHYTE

Aurora Labs Limited (“Aurora Labs” or the “Company”) advises it has granted 617,159 Performance Rights to 33 of its employees under its Employee Incentive Plan (EIP).

The goal of the performance rights issued under the EIP is to incentivise staff, align them with the Company and create a corporate culture around innovation. This has been shown to be growing sucessfully with significant numbers of staff coming forward with innovations and products that are appropriate for the Company to patent. The Board believes that one of the best ways to achieve these goals is to give the employees and executives involved in the day-to-day management and operations of the business the opportunity to earn an equity stake in Aurora Labs that can grow with Aurora’s financial and operational success.

The Performance Rights issued to each eligible person under the EIP were determined under three categories:

FAST FACTS

Issued Capital: 65.6m Quoted Options: 3.7m Unquoted Options:12.4m Market Cap: $27.5m Cash: $3.8m (As at 30 June 2018)

CONTACT DETAILS

U2/79 Bushland Ridge, Bibra Lake, WA AUSTRALIA 6163

enquiries@auroralabs3d.com t. +61 (0)8 9434 1934 auroralabs3d.com

1. Package Performance Rights – As part of their employment package with Aurora Labs to attract and retain quality executives and employees.

2. Performance Rights – As a reward for empolyees and executives achieving key milestones.

3. Innovation Performance Rights – As a reward for employees who have come up with innovative ideas that are deemed to be beneficial to Aurora Labs and its business operations (usually by reference to whether the idea is likely to be patented or otherwise form the basis for potentially valuable proprietary technology of Aurora Labs).

In addition, Aurora Labs resolved to seek shareholder approval to grant a further 50,000 Performance Rights to each of its Directors David Budge (Managing Director), John Nathan Henry (Executive Director), Paul Kristensen (Chairman), Mel Ashton (Non-executive Director) and Mathew Whyte (Nonexecutive Director and Company Secretary) under the Employee Incentive Plan, and otherwise on the same terms and conditions as the Options granted to non-related employees. Shareholders’ approval will be sought at the next general meeting of Aurora Labs.

ASX CODE: A3D ACN: 601 164 505

Each Performance right is a right to subscribe for one Share subject to the satisfaction of a Performance Condition that the 10 day “volume weighted average market price“ (as defined in the ASX Listing Rules) of the Company’s quoted Shares exceeds $0.90 per Share on a date after the date on which the Performance rights are granted. A summary of the key Terms and Conditions is attached as Annexure A to the attached Appendix 3B.

All Performance Rights have an end date of 31 January 2023.

A copy of the Employee Incentive Plan Rules is available on the Company’s website at www.auroralabs3d.com

30 August 2018

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Issue of Other Securities:

Aurora also advised it has today issued the following Securities:

1. 250,000 unquoted Options issued pursuant to a corporate advisory agreement. Each Option is exercisable at $0.50 each and expiring 31 December 2020. Refer to terms and conditions attached to Appendix 3B at Annexure “B”; and

2. 25,000 fully paid ordinary shares issued pursuant to a consulting services agreement.

A Cleansing Notice and Appendix 3B New Issue Announcement and Appendix 3Y Change in Director’s interests for each the above named Directors are now attached.

ABOUT AURORA LABS

Aurora Labs Limited (ASX: A3D), an industrial technology and innovation company that specialises in the development of 3D metal printers, powders, digital parts and their associated intellectual property.

Aurora Labs is listed on the Australian Securities Exchange (ASX: A3D) To learn more about Aurora Labs, please visit: www.auroralabs3d.com

For further information, please contact: enquiries@auroralabs3D.com

t. +61 (0)8 9434 1934 e. enquiries@auroralabs3d.com

auroralabs3d.com

ACN: 601 164 505 ASX Code: A3D

Aurora Labs Ltd U2/79 Bushland Ridge, Bibra Lake, WA, AUSTRALIA 6163

30 August 2018

Company Announcements Office Australian Securities Exchange

NEW ISSUE OF SECURITIES - CLEANSING NOTICE AND APPENDIX 3B

Aurora Labs Limited ( Company ) has today issued the following securities ( Securities ) to be quoted on ASX:

1. 25,000 ordinary fully paid shares ( Shares ) pursuant to a corporate advisory agreement.

The Company gives the following cleansing notice under section 708A(5)(e) of the Corporations Act 2001(Cth) ( Corporations Act ) that:

1. The Securities were issued without disclosure to investors under Part 6D.2 of the Corporations Act;

2. As at the date of this notice, the Company has complied with;

3. 2.1 the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and

4. 2.2 section 674 of the Corporations Act; and

5. As at the date of this notice, there is no information to be disclosed which is ‘excluded information’, as defined in sections 708A(7) or 708A(8) of the Corporations Act.

An Appendix 3B new issue announcement in relation to the issue of the Securities by the Company is now attached.

Yours Sincerely

AURORA LABS LIMITED

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

Aurora Labs Limited

ABN

44 601 164 505

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	a. Ordinary fully paid shares (Shares) b. Unquoted Advisor Options (Options) c. Unquoted Performance Rights (Performance Rights)
	a. 25,000 b. 250,000 c. 617,159
	a. The Shares are fully paid ordinary shares. b. Each Option will be exercisable at $0.50 and expire on 31/12/2020) (Refer to Annexure “A” attached for Terms & Conditions of Advisor Options) c. The Performance Rights have been granted under the Company’s Employee Incentive Plan (EIP) for no consideration, and no amount is payable on the vesting or exercising of the Performance Rights. Each Performance Right entitles the holder to subscribe for one (1) fully paid ordinary share in the Company, for nil cash consideration subject to EIP Rules.

Each Performance Right will only vest and become exercisable following the satisfaction of the Performance Condition and Vesting Condition.

Each Performance Right is subject to a Performance Condition that the 10-day volume weighted average market price (as defined in the ASX Listing Rules) of the Company’s quoted Shares first exceeds $0.90 per Share.

Each Performance Right is subject to a Vesting Condition that the holder achieves a minimum of 12 months continuous service with the Company.

Each Performance Right not vested or exercised will expire on 31 January 2023 at 5.00pm (WST).

(Refer to Annexure “B” for full Terms and Conditions of Performance Rights)

• 4 Do the[[+]] securities rank equally in all respects from the date of allotment with an existing[[+]] class of quoted[[+]] securities?

• Do the[[+]] securities rank equally a. Shares – yes. in all respects from the date of b. Options – No allotment with an existing[[+]] class The Shares issued on the exercise of of quoted[[+]] securities? unquoted Options will rank equally with existing fully paid ordinary shares on

• If the additional securities do issue at that time. not rank equally, please state: c. Performance Rights – No • the date from which they do The granting of a Performance Right • the extent to which they does not give the holder a legal or participate for the next beneficial interest in a fully paid dividend, (in the case of a ordinary share until the Performance trust, distribution) or Right vests and are exercised. When the interest payment Performance Rights have been exercised,

• • the extent to which they do ordinary shares will be issued and these not rank equally, other than shares will then rank equally with in relation to the next existing shares.

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

5 Issue price or consideration a. Nil b. $0.0001 each c. Nil

• See chapter 19 for defined terms.

Appendix 3B Page 2

01/08/2012

6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	a. Shares issued pursuant to a corporate advisory agreement b. Options issued pursuant to a corporate advisory agreement c. Performance Rights issued to non-related parties as remuneration pursuant to Employee Incentive Plan.

6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued under an exception in rule 7.2 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of	Yes
	29 November 2017
	a. 25,000 Shares b. 250,000 Options
	Nil.
	Not applicable.
	c. 617,159 Performance Rights (Exception 9)
	Not applicable.
	Not applicable.

consideration was released to ASX Market Announcements

6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering +securities into uncertificated holdings or despatch of certificates 8 Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable) 9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)	LR 7.1: 9,524,415 LR 7.1A: 6,556,408
	a. 30/08/2018 b. 30/08/2018 c. 30/08/2018
	Number	~~+~~Class
	65,624,271 3,686,000	Ordinary shares Options exercisable at $1.00 & Expiry 17/4/2020
	Number	+Class
	9,857,925 250,000* 480,000 931,000 40,000 462,000 50,000	Unquoted Options Exercisable at $0.20 Expiring 31/12/2018 (A3DAH) Unquoted Options Exercisable at $0.50 Expiring 31/12/2020 Unquoted Options Exercisable at $2.23 Expiring 30/11/2019 (A3DAI) Unquoted Options Exercisable at $3.00 Expiring 31/03/2020 (A3DAI) Unquoted Options Exercisable at $1.17 Expiring 30/06/2020 (A3DAI) Unquoted Options Exercisable at $0.79 Expiring 31/08/2020 (A3DAI) Unquoted Options Exercisable at $0.72 Expiring 30/09/2020 (A3DAI)

• See chapter 19 for defined terms.

Appendix 3B Page 4

01/08/2012

100,000 200,000 7,612,500 617,156*	Unquoted Options Exercisable at $0.95 Expiring 31/07/2020 (A3DAI) Unquoted Options Exercisable at $1.08 Expiring 31/01/2021 (A3DAI) Class C Performance Shares(A3DAJ): Performance Shares expiring 31/01/2023 *Issued today’s date referred to in Section 1 b) & c)

10 Dividend policy (in the case of a Not applicable. trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval Not applicable. required? 12 Is the issue renounceable or nonNot applicable. renounceable? 13 Ratio in which the[+] securities Not applicable. will be offered 14 +Class of +securities to which the Not applicable. offer relates 15 +Record date to determine Not applicable. entitlements 16 Will holdings on different Not applicable. registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements Not applicable. in relation to fractions

18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable)	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.

• See chapter 19 for defined terms.

Appendix 3B Page 6

01/08/2012

30 How do[+] security holders sell Not applicable. their entitlements in full through a broker? 31 How do[+] security holders sell Not applicable. part of their entitlements through a broker and accept for the balance? 32 How do[+] security holders dispose Not applicable. of their entitlements (except by sale through a broker)? 33 +Despatch date Not applicable.

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities ( tick one ) (a)[ Securities described in ] [Part 1 a.][ only ]

• (b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

• 1 - 1,000

• 1,001 - 5,000

• 5,001 - 10,000

• 10,001 - 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

ntities that have ticked box 34(b)
38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought 40 Do the+securities rank equally in all respects from the date of allotment with an existing+class of quoted+securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) 42 Number and +class of all +securities quoted on ASX (_including_the securities in clause 38)	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Number	+Class
	Not applicable.

• See chapter 19 for defined terms.

Appendix 3B Page 8

01/08/2012

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: (Director & Company Secretary)

Date: 30 August 2018

Print name: Mathew Whyte

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 9

01/08/2012

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Part 1	Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue	58,094,000
Addthe following: • Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	•167,500 (shares issued on 03/10/2017) •196,075 (shares issued on 13/11/2017) •125,000 (shares issued on 19/12/2017) •354,500 (shares issued on 02/03/2018) •10,000 (shares issued on 17/04/2018) •245,000 shares issued on 12/07/2018) on exercise of Options (LR 7.2 exception 4) •6,250,000 (Shares issued under placement on 02/03/2018 ratified at EGM held on 17/4/2018); and •122,000 (Shares issued under SPP on 17/04/2018 ratified at EGM held on 17/04/2018)
Subtractthe number of fully paid ordinary securities cancelled during that 12 month period	Nil
“A”	65,564,075

• See chapter 19 for defined terms.

Appendix 3B Page 10

01/08/2012

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	[Note: this value cannot be changed]
Multiply“A” by 0.15	9,834,611
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 _Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	•35,196 (shares issued on 19/12/2017) •25,000 (shares issued on 30/08/2018) •250,000 (Advisor Options issued on 30/08/2018)
“C”	310,196
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	9,834,611
Subtract“C” Note: number must be same as shown in Step 3	310,196
Total[“A” x 0.15] – “C”	9,524,415 [Note: this is the remaining placement capacity under rule 7.1]

“C” 310,196	“C” 310,196
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15	9,834,611
Note: number must be same as shown in
Step 2
Subtract“C”	310,196
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	9,524,415
	[Note: this is the remaining placement
	capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 11

01/08/2012

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated “A” 65,564,075 Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D” Note: this value cannot be changed

Multiply “A” by 0.10 6,556,408

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of equity securities issued or Nil agreed to be issued in that 12- month period under rule 7.1A

Notes:

• This applies to equity securities – not just ordinary securities

• Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• It may be useful to set out issues of securities on different dates as separate line items

• “E” Nil

• See chapter 19 for defined terms.

Appendix 3B Page 12

01/08/2012

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	6,556,408
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	6,556,408 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 13

01/08/2012

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ANNEXURE “A”

TERMS FOR ADVISOR OPTIONS

The following defined terms have the meaning given to them below:

Company means Aurora Labs Limited (ACN 601 164 505).

Optionholder means the holder of an Option.

Option means an option to acquire a Share.

Share means a fully paid ordinary share in the capital of the Company.

1.1.1 Terms of Options

• (a) Entitlement: Subject to paragraph (m) below, each Option entitles the Optionholder to subscribe for one Share upon exercise of the Option.

• (b) Exercise Price and Expiry Date: Subject to paragraphs (j) and (l) below, the amount payable upon exercise of each Option will be $0.50 ( Exercise Price ).

• (c) Expiry Date: Each Option will expire at 5:00pm (WST) on 31 December 2020 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

• (d) Exercise Period: The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

• (e) Notice of Exercise: The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

• (f) Exercise Date: A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

• (g) Timing of issue of Shares on exercise: The Company will:

• (i) where the conditions set out in sections 708A(5)(a) to (d) of the Corporations Act are satisfied at the relevant time, within 5 Business Days of the Exercise Date:

  • A. allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

3441-1134-4907_1160602, v.3

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• B. give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and

• C. if admitted to the Official List at the time, apply for Official Quotation on ASX of Shares issued pursuant to the exercise of the Options; or

• (ii)

otherwise, within 15 Business Days of the Exercise Date:

• A. allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• B. lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• C. if admitted to the Official List at the time, apply for Official Quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under paragraph (g)(ii)B for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

• (h) Shares issued on exercise: Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

• (i) Quotation of Shares issued on exercise: If admitted to the Official List of ASX at the time, the Company will apply for quotation of the Shares issued upon the exercise of the Options.

• (j) Reconstruction of capital: If at any time the Company’s issued capital is reconstructed, all rights of the Optionholder are to be changed in a manner consistent with the Corporations Act and the Listing Rules at the time of the reconstruction.

• (k) Participation in new issues: There are no participation rights or entitlements inherent in the Options and the Optionholder will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

• (l) Adjustment for rights issue : If the Company proceeds with a pro rata issue (except a bonus issue) of securities to Shareholders, the Exercise

3441-1134-4907_1160602, v.3

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Price will be reduced in accordance with the formula set out in Listing Rule 6.22.2.

• (m) Adjustment for bonus issues of Shares: If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

• (i) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Optionholder would have received if the Optionholder had exercised the Option before the record date for the bonus issue; and

• (ii) no change will be made to the Exercise Price.

• (n) Unquoted: The Company will not apply for quotation of the Options on ASX.

• (o) Transferability: The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

3441-1134-4907_1160602, v.3

APPENDIX “B”

Terms and Conditions of Performance Rights

The terms and conditions of the Performance Rights are set out below. These terms are subject to, and should be read in accordance with, the Plan Rules.

(i) Entitlement

Each Performance Right entitles the holder to subscribe for one fully paid ordinary share in the Company, for nil cash consideration, subject to these terms and conditions and pursuant to the Plan Rules.

(ii) Nil cash consideration

The Performance Rights will be granted for nil cash consideration.

(iii) Vesting

Each Performance Right will only vest and become exercisable following the satisfaction of the Performance Condition and Vesting Condition specified in the Offer.

(iv) Lapse

Each Performance Right will automatically lapse and may no longer be exercised on the End Date specified in the Offer.

(v) Exercise

Vested Performance Rights may only be exercised by notice in writing to the Company ( Notice of Exercise ).

Any Notice of Exercise for a Performance Right received by the Company will be deemed to be a notice of the exercise of the Performance Rights specified in that notice as at the date of receipt. Performance Rights may only be exercised in multiples of 500 unless fewer than 500 Performance Rights are held, or the Board otherwise agrees.

There is no consideration payable by the holder upon the exercise of Performance Rights, and the Company must issue the relevant number of Shares to the holder of the Performance Rights, update its share register and issue and send to the holder an updated holding statement within 10 Business Days after receiving the Notice of Exercise.

(vi) Shares issued on exercise

The Share issued upon exercise of the Performance Rights will rank equally in all respects with the Company’s ordinary shares and the Company will apply to the ASX for official quotation of the Shares after they are issued.

(vii) Shareholder and regulatory approvals

The grant and exercise of Performance Rights is subject to the Company obtaining all required consents and approvals. If the exercise of the Performance Rights would result in any person being in contravention of section 606(1) of the Corporations Act then the exercise of each Performance Right that would cause the contravention will be deferred until such time or times that the exercise would not result in a contravention of section 606(1) of the Corporations Act. Holders must give notification to the Company in writing if they consider that the exercise of the Performance Rights may result in the

contravention of section 606(1) of the Corporations Act, failing which the Company will be entitled to assume that the exercise of the Performance Rights will not result in any person being in contravention of section 606(1) of the Corporations Act.

(viii) Participation in new issues

There are no participation rights or entitlements inherent in the Performance Rights and holders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the Performance Rights, including by way of bonus issue, rights issue or otherwise.

(ix) Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the number of Shares which must be issued on the exercise of the Performance Rights will be increased by the number of Shares which the holder would have received if the holder had exercised the Performance Rights before the record date for the bonus issue.

(x) Adjustment for rights issue

If the Company makes a rights issue of Shares pro rata to existing Shareholders there will be no adjustment to the number of Performance Rights, or Shares to be issued upon the exercise of the Performance Rights.

(xi) Adjustments for reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of the holders may be varied to comply with the Listing Rules which apply to the reconstruction at the time of the reconstruction.

(xii) Quotation

The Company will not apply for quotation of the Performance Rights on ASX, but will apply for quotation of the Shares issued upon exercise of the Performance Rights.

(xiii) Transferability

Performance Rights are only transferable in special circumstances (i.e. death or total or permanent disability, severe financial hardship or serious illness or injury) with the consent of the Board (which may be withheld in its absolute discretion).

(xiv) Compliance with laws

If the Corporations Act, the Listing Rules or the Constitution conflicts with these terms and conditions, or these terms and conditions do not comply with the Corporations Act, the Listing Rules or the Constitution, the holder authorises the Company to do anything necessary to rectify such conflict or non-compliance, including but not limited to unilaterally amending these terms and conditions.

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity: AURORA LABS LIMITED

ABN 44 601 164 505

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	David James Budge
Date of last notice	12 July 2018

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Registered Holder: David James Budge ATF Family Trust> Relevant interest: Trustee & beneficiary
Date of change	N/A (Refer Part 2)
No. of securities held prior to change	1. 23,946,785 Ordinary Shares 2. 725,000 Options (Ex $0.20/Exp 31/12/2018) 3. 5,341,975 Class C Performance Shares 4. 115,000 Options (Ex $2.23/ Exp 30/11/2019) 5. 165,000 Options (Ex $3.00/ Exp 31/03/2020) 6. 15,000 Options (Ex $0.79/Expiry 31/8/2020)
Class	1. Ordinary Shares 2. Unquoted Options (Ex$0.20/ Expiry 31/12/2018) 3. Class C Performance Shares 4. Unquoted Options (Ex $2.23/Expiry 30/11/2019 5. Unquoted Options (Ex $3.00/Expiry 31/3/2020) 6. Unquoted Options (Ex $0.79/Expiry 31/8/2020)

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Number acquired	N/A
Number disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	N/A
No. of securities held after change	1. 23,946,785 Ordinary Shares 2. 725,000 Options (Ex $0.20/Exp 31/12/2018) 4. 5,341,975 Class C Performance Shares 5. 115,000 Options (Ex $2.23/ Exp 30/11/2019) 6. 165,000 Options (Ex $3.00/ Exp 31/03/2020) 7. 15,000 Options (Ex $0.79/ Exp 31/08/2020
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	N/A (Refer Part 2)

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	Offer made by the Company, subject to Shareholder approval at the next General Meeting, pursuant to the Employee Incentive Plan*.
Nature of interest	Indirect
Name of registered holder (if issued securities)	David James Budge ATF
Date of change	29 August 2018
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	50,000 Performance Rights (subject to Shareholder approval*)
Interest disposed	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	$21,000 (Based on share price on date of Offer)
Interest after change	50,000 Performance Rights (subject to Shareholder approval*)

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 3

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity: AURORA LABS LIMITED

ABN 44 601 164 505

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Paul Kristensen
Date of last notice	17 April 2018

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Registered Holder: Capital Technologies Pty Ltd Relevant Interest: Mr Kristensen is a Director
Date of change	N/A (Refer Part 2)
No. of securities held prior to change	100,000 Unquoted Options (Ex $1.08/ Expiry 31/01/2021)
Class	Unquoted Options (Ex $1.08/Expiry 31/1/2021)
Number acquired	N/A
Number disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	N/A
No. of securities held after change	100,000 Unquoted Options (Ex $1.08/ Expiry 31/01/2021)

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	N/A (Refer Part 2)

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	Offer made by the Company, subject to Shareholder approval at the next General Meeting, pursuant to the Employee Incentive Plan*.
Nature of interest	Indirect
Name of registered holder (if issued securities)	Capital Technologies Pty Ltd
Date of change	29 August 2018
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	50,000 Performance Rights (subject to Shareholder approval*)
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	$21,000 (Based on share price on date of Offer)
Interest after change	50,000 Performance Rights (subject to Shareholder approval*)

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity: AURORA LABS LIMITED

ABN 44 601 164 505

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Mel Ashton
Date of last notice	30 August 2018

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Registered Holder: Palms on Farms ATF Trust> Relevant Interest: Mr Ashton is a Beneficiary
Date of change	N/A (Refer Part 2)
No. of securities held prior to change	1. 50,000 Ordinary Shares 2. 100,000 Unquoted Options (Ex $1.08/ Expiry 31/01/2021)
Class	1. Ordinary Shares 2. Unquoted Options (Ex $1.08/Expiry 31/1/2021)
Number acquired	N/A
Number disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	N/A

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change	1. 50,000 Ordinary Shares 2. 100,000 Unquoted Options (Ex $1.08/ Expiry 31/01/2021)
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	N/A (Refer Part 2)

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	Offer made by the Company, subject to Shareholder approval at the next General Meeting, pursuant to the Employee Incentive Plan*.
Nature of interest	Indirect
Name of registered holder (if issued securities)	Palms on Farms Pty Ltd ATF
Date of change	29 August 2018
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	50,000 Performance Rights (subject to Shareholder approval*)
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	$21,000 (Based on share price on date of Offer)
Interest after change	50,000 Performance Rights (subject to Shareholder approval*)

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity: AURORA LABS LIMITED

ABN: 44 601 164 505

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	John Nathan Henry
Date of last notice	12 July 2018

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest		Indirect & Direct
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.		Registered Holder: Buttes Pty Ltd Relevant interest: Director
Date of change		N/A (Refer Part 2)
No. of securities held prior to change		Direct 1. 832,151 Ordinary Shares 2. 1,693,334 Unquoted Options (Ex $0.20/ Expiry 31/12/2018) 3. 185,634 Class C Performance Shares Indirect 1. 150,000 Ordinary Shares 4. 140,000 Unquoted Options (Ex $2.23/Expiry 30/11/2019 5. 125,000 Unquoted Options (Ex $3.00/Expiry 31/3/2020) 6. 15,000 Unquoted Options (Ex $0.79/Expiry 31/08/2020

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Class		1. Ordinary Shares 2. Unquoted Options (Ex$0.20/ Expiry 31/12/2018) 3. Class C Performance Shares 4. Unquoted Options (Ex $2.23/Expiry 30/11/2019 5. Unquoted Options (Ex $3.00/Expiry 31/3/2020) 6. Unquoted Options (Ex $0.79/Expiry 31/8/2020)
Number acquired		N/A
Number disposed		N/A
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation		N/A
No. of securities held after change		Direct 1. 832,151 Ordinary Shares 2. 1,693,334 Options (Ex $0.20/Exp 31/12/2018) 3. 185,634 Class C Performance Shares Indirect 1. 150,000 Ordinary Shares 4. 140,000 Options (Ex $2.23/ Exp 30/11/2019) 5. 125,000 Options (Ex $3.00/Exp 31/03/2020) 6. 15,000 Unquoted Options (Ex $0.79/Expiry 31/08/2020
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back		N/A (Refer Part 2)

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	Offer made by the Company, subject to Shareholder approval at the next General Meeting, pursuant to the Employee Incentive Plan*.
Nature of interest	Indirect

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Name of registered holder (if issued securities)	Buttes Pty Ltd
Date of change	29 August 2018
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	50,000 Performance Rights (subject to Shareholder approval*)
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	$21,000 (Based on share price on date of Offer)
Interest after change	50,000 Performance Rights (subject to Shareholder approval*)

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 3

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity: AURORA LABS LIMITED

ABN 44 601 164 505

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Mathew Whyte
Date of last notice	29 November 2017

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Registered Holder: Mr Mathew Joseph Whyte and Mrs Sarah Louise Whyte Relevant Interest: Mr Whyte is a trustee and beneficiary
Date of change	N/A (Refer part 2)
No. of securities held prior to change	1. 50,000 Unquoted Options (Ex $3.00/Expiry 31/3/2020) 2. 15,000 Options (Ex $0.079/ Exp 31/08/2020 3. 100,000 Unquoted Options (Ex $0.95/ Expiry 31/07/2020)
Class	1. Unquoted Options (Ex $3.00/Expiry 31/3/2020) 2. Unquoted Options (Ex $0.79/Expiry 31/8/2020) 3. Unquoted Options (Ex $0.95/ Expiry 31/7/2020)

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Number acquired	N/A
Number disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	N/A
No. of securities held after change	1. 50,000 Options (Ex $3.00/ Exp 31/03/2020) 2. 15,000 Options (Ex $0.079/ Exp 31/08/2020 3. 100,000 Unquoted Options (Ex $0.95/ Expiry 31/07/2020)
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	N/A (Refer Part 2)

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	Offer made by the Company, subject to Shareholder approval at the next General Meeting, pursuant to the Employee Incentive Plan*.
Nature of interest	Indirect
Name of registered holder (if issued securities)	Mr Mathew Joseph Whyte and Mrs Sarah Louise Whyte
Date of change	29 August 2018
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	50,000 Performance Rights (subject to Shareholder approval*)
Interest disposed	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	$21,000 (Based on share price on date of Offer)
Interest after change	50,000 Performance Rights (subject to Shareholder approval*)

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 3