Proposed issue of securities - 3DA
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Released
Announcement PDF
Appendix 3B - Proposed issue of securities
Appendix 3B - Proposed issue of securities 1 / 6
Announcement Summary
Entity name
AMAERO INC.
Announcement Type
New announcement
Date of this announcement
15/10/2026
The Proposed issue is:
Total number of +securities proposed to be issued for a placement or other type of issue
ASX +security code +Security description
Maximum Number of
+securities to be issued
New class-code to be
confirmed
Common Stock 5,411,765
Proposed +issue date
16/10/2026
Refer to next page for full details of the announcement
A placement or other type of issue
Appendix 3B - Proposed issue of securities
Appendix 3B - Proposed issue of securities 2 / 6
Part 1 - Entity and announcement details
1.1 Name of +Entity
AMAERO INC.
We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees
to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in
Appendix 3B of the ASX Listing Rules.
If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also
apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set
out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under
the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX
an Appendix 2A online form notifying ASX of their issue and applying for their quotation).
1.2 Registered Number Type
ACN
Registration Number
633541634
1.3 ASX issuer code
3DA
1.4 The announcement is
1.5 Date of this announcement
15/10/2026
1.6 The Proposed issue is:
A placement or other type of issue
New announcement
Appendix 3B - Proposed issue of securities
Appendix 3B - Proposed issue of securities 3 / 6
Part 7 - Details of proposed placement or other issue
Part 7A - Conditions
7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other
type of issue can proceed on an unconditional basis?
7A.1a Conditions
Approval/Condition
+Security holder approval
Date for determination
28/8/2026
Is the date estimated or
actual?
** Approval
received/condition met?
Yes
Comments
At the Special Meeting of Stockholder on 28 August 2026, stockholders approved the issuance of up to 5,000,000 shares
of Common Stock of the Company pursuant to an underwritten registered public offering. A portion of the Company's
placement capacity will also be utilised to facilitate this issue.
Part 7B - Issue details
Is the proposed security a 'New
class' (+securities in a class that is
not yet quoted or recorded by ASX)
or an 'Existing class' (additional
securities in a class that is already
quoted or recorded by ASX)?
Will the proposed issue of this
+security include an offer of
attaching +securities?
Details of +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs
issued over them)
Have you received confirmation from
ASX that the terms of the proposed
+securities are appropriate and
equitable under listing rule 6.1?
Will the entity be seeking quotation
of the 'new' class of +securities on
ASX?
ASX +security code
New class-code to be confirmed
+Security description
Common Stock
+Security type
Ordinary fully or partly paid
shares/units
Number of +securities proposed to be issued
Yes
No
No
New class
Actual
Yes
Appendix 3B - Proposed issue of securities
Appendix 3B - Proposed issue of securities 4 / 6
Number of +securities proposed to be issued
5,411,765
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
In what currency is the cash
consideration being paid?
USD - US Dollar
What is the issue price per
+security?
USD 4.25000
AUD equivalent to issue price amount per +security
6.089798
FX rate (in format AUD 1.00 / primary
currency rate):
AUD 1.00
FX rate (in format AUD rate/primary
currency rate) Primary Currency rate
USD 0.69790000
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Ordinary fully or partly paid shares/units details
+Security currency
USD - US Dollar
Will there be +CDIs issued over the
+securities?
Is it a partly paid class of +security?
Is it a stapled +security?
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities
proposed to be issued or provide the information by separate announcement.
https://asx.api.cmfyapp.com/asx-research/1.0/file/2924-03118853-3A698362&v=undefined
Part 7C - Timetable
7C.1 Proposed +issue date
16/10/2026
No
No
No
Yes
Yes
Appendix 3B - Proposed issue of securities
Appendix 3B - Proposed issue of securities 5 / 6
Part 7D - Listing Rule requirements
7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1?
7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15%
placement capacity under listing rule 7.1?
7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15%
placement capacity under listing rule 7.1?
411,765
7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's
additional 10% placement capacity under listing rule 7.1A (if applicable)?
7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue?
7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules?
7D.4 Will any of the +securities to be issued be subject to +voluntary escrow?
Part 7E - Fees and expenses
7E.1 Will there be a lead manager or broker to the proposed issue?
7E.1a Who is the lead manager/broker?
Baird is acting as lead bookrunning manager for the Offering. Lake Street is acting as an additional bookrunning manager
for the Offering.
7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?
7% underwriting discount and commissions.
7E.2 Is the proposed issue to be underwritten?
7E.2a Who are the underwriter(s)?
Baird and Lake Street
7E.2b What is the extent of the underwriting (ie the amount or proportion of the proposed issue that is
underwritten)?
Amaero has also granted the Underwriters a 30-day option to purchase up to an additional 705,882 Common Stock at the
Initial Public Offering Price, less underwriting discounts and commissions.
7E.2c What fee, commission or other consideration is payable to them for acting as underwriter(s)?
7% underwriting discount and commissions.
7E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated.
The offering is subject to customary closing conditions.
7E.3 Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed issue?
7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue
No
Yes
Yes
No
No
No
No
Yes
No
No
No
No
No
Yes
No
Appendix 3B - Proposed issue of securities
Appendix 3B - Proposed issue of securities 6 / 6
Part 7F - Further Information
7F.01 The purpose(s) for which the entity is issuing the securities
Purchase of capital equipment and general corporate purposes.
7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds?
7F.2 Any other information the entity wishes to provide about the proposed issue
7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with
the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of:
The publication of a +disclosure document or +PDS for the +securities proposed to be issued
No
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