Announcement PDF Cleansing Notice under Section 708A(5)(e) of the Corporations Act 2001 (Cth) Amaero International Limited (ASX:3DA) 27 March 2024 Amaero International Limited (ASX:3DA) proposes to issue 60,606,061 fully paid ordinary shares (New Shares) on 5 April 2024 to eligible institutional investors in relation to the Placement (as defined below) currently being conducted by Amaero. Amaero gives notice under section 708A(5)(e) of the Corporations Act 2001 (Cth) (Corporations Act) that: • the New Shares will be issued without disclosure to investors under Part 6D.2 of the Corporations Act; • as at the date of this notice, Amaero has complied with: o the provisions of Chapter 2M of the Corporations Act as they apply to Amaero; o section 674 and 674A of the Corporations Act; and • as at the date of this notice, and except as set out below, there is no information: o that has been excluded from a continuous disclosure notice in accordance with the listing rules of the relevant market operator to whom that notice is required to be given; and o that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of: ▪ the assets and liabilities, financial position and performance, profits and losses and prospects of Amaero; or ▪ the rights and liabilities attaching to the New Shares. Further information in relation to a binding Offtake Agreement and the Placement Amaero announces that it has entered into a binding offtake agreement for the supply of C103 AM powder. The counterparty to the agreement is a leading and deeply resourced additive manufacturer of C103 and refractory alloys for the defense and space industries. The company has industry leading technical and applied research capabilities operating out of multiple locations in the United States, and collaborates with U.S. Department of Defense (“DoD”) funded laboratories, as well as prime defense contractors. Under the terms of the agreement, the supply of the C103 AM powder is conditional on Amaero’s C103 AM powder being qualified to the counterparty’s specifications. There are no other material conditions precedent to the supply of the C103 AM powder. Amaero and the counterparty have agreed to collaborate throughout the qualification process, which Amaero expects will commence in the coming months. Only after qualification is achieved is the counterparty required to take 2.25 tonnes of Amaero C103 AM powder at a fixed price. Subject to achieving qualification, Amaero expects that 0.25 tonnes will be shipped in late CY2024 with the remaining 2 tonnes expected to be shipped in CY2025. If Amaero delivers the contracted 2.25 tonnes of C103 AM powder, which as noted above is first subject to Amaero’s powder being qualified by the counterparty, the revenue would be material. Amaero has previously stated to the market that it expects to achieve breakeven operations in CY2025 and the revenue contribution from this agreement is reflected in expected revenue mix. Following supply of the initial 2.25 tonnes, there are additional opportunities for further supply of C103 AM powder for the term of the agreement, however, there is no commitment from the counterparty to take a minimum amount of C103 AM powder. If qualification of Amaero’s C103 AM powder is achieved, the agreement will run five (5) years. Either party may terminate the agreement for material breach by the other party, the insolvency of the other party or by mutual agreement. Amaero is very gratified by the vote of confidence from this customer in Amaero’s ability to complete the commissioning of its first atomiser and to manufacture powder that meets the customer’s specifications. Amaero understands that its investors would like to hear more details about this agreement; however, it would be imprudent to provide further details until Amaero successfully qualifies C103 AM powder to the customer’s specifications. Hank Holland, Amaero’s Chairman and CEO, said: “This is a very important milestone for Amaero. Amaero aspires to be the largest U.S. domestic producer of C103 and specialty alloy AM powders and to be the most responsive, agile producer. In order for additive manufacturing to achieve its potential, it’s imperative that we stand up an alternative U.S. domestic supplier of C103 and specialty AM powder. Time is of the essence. There must be a sense of urgency to collaborate with and to assist DoD-funded laboratories and prime defence contractors to advance hypersonic and strategic missile programs from the development and demonstration phase to the production phase. The alignment and collaboration will be an important development for demonstrating manufacturing readiness and for advancing the insertion of additive manufacturing into the most strategic and most critical defence and space applications.” Institutional Placement Amaero has raised $20 million through the placement of the New Shares to eligible institutional investors (Placement). The Placement was conducted at a fixed price of $0.33 per New Share. The Placement price reflects an 11% discount to prior closing price; a 9% discount to 5-day VWAP and a nil discount to 30-day VWAP. Hank Holland, Amaero’s Chairman and CEO, commented: “I’m pleased to share that we received bids from investors in excess of the Placement amount including cornerstone investments from a U.S.-based internationally respected mutual fund, a top tier Australianbased global institutional asset manager and a leading Sydney-based investment management firm. As Amaero’s largest shareholder, I’ve often commented about the importance of attracting sophisticated, long-term shareholders to the registry and the addition of these institutional investors is an important affirmation of our progress. We have worked very hard over the past 18 months to re-position Amaero to be a valued and integral stakeholder in a generational opportunity – the re-shoring to the U.S. of critical industrial capabilities. In the coming months, the executive team will be relentlessly focused on commissioning the first atomiser in Tennessee and commencing powder production. Exciting days ahead.” Amaero expects to use the proceeds of the Placement for general corporate purposes, including working capital, operating expenses and capital expenditures. The Placement will result in approximately 60.6 million New Shares being issued, representing approximately 12.6% of Amaero’s existing issued share capital. The New Shares will be issued within Amaero’s existing placement capacity under ASX Listing Rules 7.1 and 7.1A. New Shares issued under the Placement will rank equally with existing Amaero ordinary shares from their date of issue. Curran & Co Pty Limited (Curran & Co) is acting as lead manager to the Placement. Amaero will pay Curran & Co a fee equivalent to 5% of the proceeds of the Placement and issue to Curran & Co 1,000,000 unquoted options with the following key terms: • exercise price of $0.50 per option; • on exercise of an option, Amaero will issue one fully paid ordinary share; and • options expire on the date that is three (3) years from the date of their issue. Key dates of the Placement Event Date Announcement of the Placement 27 March 2024 Settlement of New Shares under the Placement 4 April 2024 Issue and commencement of trading of New Shares under the Placement 5 April 2024 The above timetable is indicative only and subject to change. The commencement of trading and quotation of New Shares issued under the Placement is subject to confirmation from ASX. Subject to the requirements of the Corporations Act, the ASX Listing Rules and other applicable rules, Amaero reserves the right to amend this timetable at any time. Investor briefing Amaero Chairman and CEO, Hank Holland, will host an investor briefing at 11.00am AEDT on Tuesday, 2 April 2024. The investor briefing will be recorded and posted to Amaero’s website. To pre-register for the briefing, please use the link below: https://janemorganmanagementau.zoom.us/webinar/register/WN_VUGmkF1yRcKIKd3DngOPwg#/registration After registering, you should receive a confirmation email with information about joining the briefing. This announcement has been authorised by the Board of Directors of Amaero International Limited (ASX:3DA). For further information, please contact: Media & Investor Enquiries Amaero International Limited (ASX:3DA) Hank J. Holland Chairman and CEO hank.holland@amaeroinc.com Jane Morgan Management Jane Morgan Director jm@janemorganmanagement.com.au About Amaero International Limited (ASX:3DA) Amaero International Limited is an ASX-listed company focused on high-value refractory, specialty alloy and Ti-64 powder production for additive manufacturing of mission-critical components for the defence, space and aviation industries. For further information, please visit: https://www.amaeroinc.com For more information Follow us on X Subscribe on our YouTube Follow us on LinkedIn Subscribe to our mailing list to receive updates Visit our investor website: https://www.amaeroinc.com Important notice and disclaimer This announcement has been prepared by Amaero and does not constitute or form part of, and should not be construed as, an offer, solicitation or invitation to subscribe for, underwrite or otherwise acquire, any securities of Amaero or any member of its group nor should it or any part of it form the basis of, or be relied on in connection with, any contract to purchase or subscribe for any securities of Amaero or any member of its group, nor shall it or any part of it form the basis of or be relied on in connection with any contract or commitment whatsoever. This announcement is not a prospectus, product disclosure statement or other disclosure document under Australian law (or any other law) and has not been lodged with the Australian Securities and Investments Commission (or any other regulatory body in Australia or abroad). This announcement contains summary information about Amaero and its activities, which is current as at the date of this announcement. The information included in this announcement is of a general nature and does not purport to be complete nor does it contain all the information which a prospective investor should consider when making an investment decision. Each recipient of this announcement should make its own enquiries and investigations regarding all information in this announcement including but not limited to the assumptions, uncertainties and contingencies which may affect future operations of Amaero and the impact that different future outcomes may have on Amaero. This announcement has been prepared without taking account of any person’s investment objectives, financial situation or particular needs. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs, make their own assessment of the information and seek legal, financial, accounting and taxation advice appropriate to their jurisdiction in relation to the information and any action taken on the basis of the information. The information included in this announcement has been provided to you solely for your information and background and is subject to updating, completion, revision and amendment and such information may change materially. Unless required by applicable law or regulation, no person (including Amaero) is under any obligation to update or keep current the information contained in this announcement and any opinions expressed in relation thereto are subject to change without notice. No representation or warranty, express or implied, is made as to the fairness, currency, accuracy, reasonableness or completeness of the information contained herein. Neither Amaero nor any other person accepts any liability and Amaero, its related bodies corporate and their respective directors, officers and employees, to the maximum extent permitted by law, expressly disclaim all liabilities for any loss howsoever arising, directly or indirectly, from this announcement or its contents. This announcement includes forward-looking statements that reflect Amaero’s intentions, beliefs or current expectations concerning, among other things, Amaero’s results of operations, financial condition, liquidity, performance, prospects, growth, strategies and the industry in which Amaero operates. These forward-looking statements are subject to risks, uncertainties and assumptions and other factors, many of which are beyond the control of Amaero. Amaero cautions you that forward-looking statements are not guarantees of future performance and that its actual results of operations, financial condition, liquidity, performance, prospects, growth or opportunities and the development of the industry in which Amaero operates may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. In addition, Amaero does not guarantee any particular rate of return or the performance of Amaero nor does it guarantee the repayment or maintenance of capital or any particular tax treatment. Investors should note that past performance may not be indicative of results or developments in future periods and cannot be relied upon as an indicator of (and provides no guidance as to) Amaero’s future performance. Amaero, its related bodies corporate and each of their respective directors, officers and employees expressly disclaim any obligation or undertaking to review, update or release any update of or revisions to any forward-looking statements in this announcement or any change in Amaero’s expectations or any change in events, conditions or circumstances on which these forward-looking statements are based, except as required by applicable law or regulation. This announcement has been prepared for release in Australia. This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to persons acting for the account or benefit of persons in the United States, or in any jurisdiction in which such an offer would be illegal. The New Shares to be offered and sold in the Placement have not been, nor will be, registered under the U.S. Securities Act of 1933 (the “Securities Act”) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares to be offered and sold in the Placement may not be offered or sold, directly or indirectly, to persons in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable U.S. state securities laws. This announcement and any materials distributed in connection with this announcement are not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction. The distribution of this announcement in certain jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe any such restrictions.