AURORA LABS LIMITED — Capital/Financing Update 2019

Nov 5, 2019

6 November 2019

Empowering Industry to Revolutionise Manufacturing

ASX Announcement

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

Issue of Shares under Placement

Cleansing Notice and Appendix 3B

Aurora Labs Ltd (“ Aurora ” or “the Company ”) (ASX: A3D) advises that it has today issued 15,074,616 fully paid ordinary shares (“ Shares” ) at $0.26 each pursuant to the Placement to raise $4 million (before costs) outlined in the Company’s ASX announcement of 30 October 2019.

Issue of the remaining 310,000 Shares pursuant to subscriptions in the Placement by directors Mr Kristensen (160,000 Shares) and Mr Ashton (150,000 Shares) have not been issued and remain subject to shareholder approval, which will be sought at the Company’s 2019 AGM.

Information under ASX Listing Rule 3.10.5A

The Company provides the following information under ASX LR 3.10.5A in relation to the Shares issued under its ASX LR 7.1A placement capacity:

CONTACT DETAILS

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

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

ASX CODE: A3D ACN: 601 164 505

• a) The dilutive effect of the Placement on existing shareholders of the Company is as follows:

Company is as follows:
	Shares	Dilution post Placement
Shares on issueprior to Placement	88,635,091
Shares issued under LR 7.1 capacity	8,863,509	9.99%
Shares issued under LR 7.1A capacity	6,211,107	7.00%
Total shares on issuepost placement	15,074,616
Total dilutive effect (post placement)		14.53%

• b)

The Shares were issued for cash consideration. Aurora elected to make the Placement in preference to a pro-rata issue to shareholders as it considered that the Placement offered superior certainty and timelines with lower transaction costs. The Company is grateful for the support of its shareholders and where possible will continue to endeavour to afford those shareholders with opportunities to participate in capital raisings.

• c) The Placement was not underwritten.

• d)

Blue Ocean Equities Pty Limited (“ BOEQ ”) acted as lead manager to the Placement. BOEQ will receive fees of $200,000 (plus GST) and will also be issued with 750,000 unquoted options, each with a 3- year term and having an exercise price of $0.39 per option (“ Options ”), subject to first receiving shareholder approval. The Company also paid Max Capital Pty Ltd (“ Max Capital ”) a corporate advisory fee of $30,000 (plus GST) and will also be issuing Max Capital 250,000 Options.

The issue of the Options to BOEQ and Max Capital is subject to shareholder approval which will be sought at the AGM.

auroralabs3d.com

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

ACN: 601 164 505 ASX Code: A3D

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

6 November 2019

Empowering Industry to Revolutionise Manufacturing

In addition to the fees payable to BEOQ and Max Capital, Aurora estimates that other costs incurred in connection with the Placement will be less than $20,000.

A Cleansing Notice and an Appendix 3B new issue announcement in relation to the Shares issued by the Company under the Placement is now attached.

ABOUT AURORA LABS

Aurora is 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)

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

e. enquiries@auroralabs3d.com

auroralabs3d.com

t. +61 (0)8 9434 1934

ACN: 601 164 505

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

ASX Code: A3D

6 November 2019

Company Announcements Office Australian Securities Exchange

NEW ISSUE OF SECURITIES - CLEANSING NOTICE AND APPENDIX 3B

Aurora Labs Ltd ( Company ) has today issued 15,074,616 ordinary fully paid shares in the Company ( Shares ) at an issue price of $0.26 per Share pursuant to a placement to professional and sophisticated investors. An application for quotation of the Shares has been made to ASX.

Cleansing Notice

The Company gives the following information under section 708A(5)(e) of the Corporations Act 2001 (Cth) ( Corporations Act ) in relation to the issue of the Shares:

1. The Shares 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. (a) the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and

4. (b) section 674 of the Corporations Act; and

5. As at the date of this notice, the Company is not in possession of any undisclosed “excluded information” (within the meaning of sections 708A(7) and 708A(8) of the Corporations Act) which is required to be disclosed by Company, save for the information on the incomplete proposals set out below.

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

Details of Incomplete Proposals

For the purposes of sections 708A(7) and 708A(8) of the Corporations Act, the Company provides the details below in relation to information which has been excluded from continuous disclosure by the Company.

The Company has relied upon the exception in Listing Rule 3.1A to its obligation to make continuous disclosure on the basis that the excluded information pertained to incomplete proposals that were confidential and which a reasonable person would not expect to be disclosed to the market.

These matters remain incomplete and therefore subject to a risk that they will not be concluded. Investors are cautioned against making any investment decision based on these matters.

Managing Director’s Employment Contract

The Company advises that it is in advance negotiations with its Managing Director, Mr David Budge, regarding amendments to his employment contract. These negotiations include potential amendments to Mr Budge’s remuneration package with the Company.

The Company is optimistic that it will be able to reach agreement with Mr Budge as to the final terms of a revised employment contract. However, there is no guarantee as to when this will finalised.

For and on behalf of Aurora Labs Ltd:

Mathew Whyte

Non-Executive Director and Company Secretary

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) 4 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	Ordinary fully paid shares (Shares)
	15,074,616
	The Shares are fully paid ordinary shares.
	Yes

• 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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 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
	$0.26 per Share
	a) Shares issued under the Placement announced 30 October 2019. Funds raised under the Placement will primarily applied to accelerate commercialisation of Rapid Manufacturing Technology (RMP-1 and large format) machines, powder development and working capital.
	Yes
	30 November 2018
	6,211,107 Shares
	8,863,509 Shares
	Not applicable.
	Not applicable.

• See chapter 19 for defined terms.

Appendix 3B Page 2

01/08/2012

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 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)	Yes Issue date: 6 November 2019 Issue price: $0.26 per Share 15-day VWAP: $0.299 per Share 75% of 15-day VWAP: $0.225 Source: IRESS	Yes Issue date: 6 November 2019 Issue price: $0.26 per Share 15-day VWAP: $0.299 per Share 75% of 15-day VWAP: $0.225 Source: IRESS
	Not applicable.
	LR 7.1: 7,084,157 LR 7.1A: Nil
	6 November 2019
	Number	~~+~~Class
	103,709,707 3,686,000	Ordinary shares Options exercisable at $1.00 & Expiry 17/4/2020

9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)	Number	+Class
	250,000 367,107 480,000 931,000	Unquoted Options Exercisable at $0.50 Expiring 31/12/2020 (A3DAI) Unquoted Options Exercisable at $0.57 Expiring 15/02/2022 (A3DAI) Unquoted Options Exercisable at $2.23 Expiring 30/11/2019 (A3DAI) Unquoted Options Exercisable at $3.00 Expiring 31/03/2020 (A3DAI)

40,000 462,000 50,000 100,000 200,000 755,826 1,160,634

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) Unquoted Options Exercisable at $0.95 Expiring 31/07/2020 (A3DAI) Unquoted Options Exercisable at $1.08 Expiring 31/01/2021 (A3DAI) Performance Rights Expiring 31/01/2023 (A3DAJ): Performance Rights expiring 11/07/2024

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 required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.

• See chapter 19 for defined terms.

Appendix 3B Page 4

01/08/2012

15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements 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	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.

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

(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

• See chapter 19 for defined terms.

Appendix 3B Page 6

01/08/2012

• 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: 6 November 2019

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	68,662,771
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	•283,333 (Shares issued on 26/11/2018) •3,073,333 (Shares issued on 12/12/2018) •2,945,834 (Shares issued on 24/12/2018) •511,925 (Shares issued on 7/01/2019) All above on exercise of Options (LR 7.2 exception 4) •13,157,895 (Shares issued under placement on 14/02/2019 ratified at EGM held on 17/6/2019) Nil
Subtractthe number of fully paid ordinary securities cancelled during that 12 month period	Nil
“A”	88,635,091

• 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	13,295,264
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	• 6,211,107 (shares issued on 6/11/2019)
“C”	6,211,107
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	13,295,264
Subtract“C” Note: number must be same as shown in Step 3	6,211,107
Total[“A” x 0.15] – “C”	7,084,157 [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”	88,635,091
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	8,863,509
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insertnumber of equity securities issued or	8,863,509 (Shares issued on 6/11/2019)
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

Part 2	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” Note: number must be same as shown in Step 1 of Part 1	88,635,091
Step 2: Calculate 10% of “A”
“D”	Note: this value cannot be changed
Multiply“A” by 0.10	8,863,509
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of equity securities issued or 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	8,863,509 (Shares issued on 6/11/2019)
“E”	8,863,509
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	8,863,509
Subtract“E” Note: number must be same as shown in Step 3	8,863,509
Total[“A” x 0.10] – “E”	0 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 12

01/08/2012