Announcement PDF ASX:3DA ASX Announcement 29 August 2025 Amaero Share Purchase Plan Offer Opens …………………………………………………………………………………………………………… Amaero Ltd (ASX:3DA, OTC:AMROF) (“Amaero” or the “Company”) is pleased to announce that its share purchase plan (“SPP”) offer announced on 21 August 2025 will open at 9.00am (Sydney time) today. The SPP offer provides eligible shareholders with an opportunity to apply for up to A$30,000 worth of new fully paid ordinary shares in Amaero (“New Shares”) (subject to any scale back), without incurring brokerage or transaction costs, on the terms set out in the SPP booklet (“SPP Booklet”). A copy of the SPP Booklet is attached. Amaero’s SPP Booklet and personalised application forms will be despatched to eligible shareholders. An eligible shareholder means an existing holder of shares in Amaero with a registered address in Australia or New Zealand as at 7.00pm (Sydney time) on Wednesday, 20 August 2025, who are not in the United States or acting for the account or benefit of a person in the United States (“Eligible Shareholder”). The SPP offer is expected to close at 5.00pm (Sydney time) on Friday, 19 September 2025 (unless extended, withdrawn or closed early by Amaero). To apply for New Shares, eligible shareholders must, by 5.00pm (Sydney time) on Friday, 19 September 2025, make a payment directly via BPAY® or electronic funds transfer in accordance with the instructions on their personalised application form. Further information on SPP Amaero is targeting to raise up to A$3 million under the SPP. The SPP is not underwritten. Applications may be scaled back (in whole or in part) at the absolute discretion of Amaero. If a scale back is applied, eligible shareholders who participate may not receive the full number of New Shares applied for under the SPP and the difference in any application monies will be refunded to those eligible shareholders (without interest) following the issue of New Shares under the SPP. The issue price of the New Shares under the SPP (“SPP Shares”) will be A$0.40, being the same price paid by investors under the placement announced on Thursday, 21 August 2025. Amaero expects to announce the final outcome of the SPP, including any scale-back, on Friday, 26 September 2025. Each New Share issued under the SPP will rank equally with existing Shares with effect from its date of issue and Amaero will seek quotation of the New Shares issued under the SPP on the ASX. Shareholder approval is not required for the issue of New Shares under the SPP. For questions in relation to how to participate in the SPP, please contact Amaero’s registry (Automic Pty Ltd) from 8.30am to 7.00pm (Sydney time) Monday to Friday (excluding public holidays) on 1300 288 664 (for callers within Australia) or +61 2 9698 5414 (for callers outside Australia) during the SPP offer period or consult your financial or other professional adviser. Eligible Shareholders are encouraged to read the SPP carefully. For questions in relation to whether an investment in Amaero through the SPP is appropriate for you, please contact your stockbroker, accountant or other professional adviser. ASX:3DA ASX Announcement 29 August 2025 Key dates for the SPP Event Date Record date for Eligible Shareholders to subscribe for New Shares under the SPP 7.00pm (Sydney, Australia Wednesday, 20 August 2025 Opening date of the SPP and despatch of the SPP Offer Booklet to Eligible Shareholders Friday, 29 August 2025 Closing date of the SPP 5.00pm (Sydney time) September 2025 Announcement of the SPP results and issue of New Shares under the SPP Friday, 26 September 2025 Commencement of trading of New Shares issued under the SPP Monday, 29 September 2025 Despatch of holding statements in respect of New Shares issued under the SPP Tuesday, 30 September 2025 on time) on Friday, 19 The above timetable is indicative only and subject to change. The commencement of trading and quotation of New Shares issued under the SPP is subject to confirmation from ASX. Amaero reserves the right to alter the dates at its discretion and without prior notice, subject to ASX Listing Rules and the Corporations Act 2001 (Cth). In particular, Amaero reserves the right to extend the closing date for the SPP, accept late applications under the SPP (either generally or in particular cases) and to withdraw or vary the SPP without prior notice. Any extension of the closing date for the SPP will have a consequential effect on the date for the issue of New Shares. This announcement has been authorised for release by the Board of Directors. For further information, please contact: Amaero Ltd Hank J. Holland Chairman and CEO hank.holland@amaeroinc.com Media & Investor Enquiries in Australia Jane Morgan Director jm@janemorganmanagement.com.au Media & Investor Enquiries in United States Shannon Devine MZ Group amaero@mzgroup.us ASX:3DA ASX Announcement 29 August 2025 About Amaero Amaero Ltd (ASX:3DA, OTC:AMROF) is an ASX-listed company with manufacturing and corporate headquarters located in Tennessee, U.S. Amaero is a leading U.S. domestic producer of high-value refractory and titanium alloy powders for additive and advanced manufacturing of components utilised by the defense, space, and aviation industries. The technical and manufacturing team brings decades of experience and knowhow with pioneering work in gas atomization of refractory and titanium alloys. The Company has commissioned advanced gas atomization technology with an industry leading yield of AM powder. The Company is also a leader in PM-HIP (Powder Metallurgy Hot Isostatic Pressing) manufacturing of large, near-net-shape powder parts with forged-equivalent material properties and microstructure for a variety of alloys. PM-HIP manufacturing is helping alleviate the strained domestic supply chain for large scale castings and forgings. Not an offer of securities This announcement has been prepared for publication in Australia and may not be released to US wire services or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws. 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 Amaero Limited Share Purchase Plan Offer Booklet 29 August 2025 Eligible Shareholders have the opportunity to participate in the Share Purchase Plan by applying for up to $30,000 worth of new ordinary shares in Amaero Limited (ACN 633 541 634) (Amaero). Details of the offer and how to participate are set out in this Booklet. This Booklet is not for release or distribution in the United States and, except with the consent of Amaero, elsewhere outside Australia and New Zealand. Offer Details and Key Dates Offer Details Issue Price $0.40 Minimum Application Amount $5,000 Maximum Application Amount $30,000 Permitted Application Amount $5,000 increments, being $5,000, $10,000, $15,000, $20,000, $25,000 and $30,000 Amaero reserves the right, in its absolute discretion, to scale-back applications. Key Dates Record Date (the time that eligibility to participate in the Share Purchase Plan is determined) 7:00pm (Sydney time) on Wednesday, 20 August 2025 Opening Date Friday, 29 August 2025 Closing Date 5:00pm (Sydney time) on Friday, 19 September 2025 Allotment of New Shares under the SPP Friday, 26 September 2025 ASX quotation and commencement of trading of New Shares issued under the SPP Monday, 29 September 2025 Despatch of holding statements for New Shares Tuesday, 30 September 2025 1 This timetable (and each reference in this Booklet to a date specified in the timetable) is indicative only and Amaero may, at its discretion, vary any of the above dates by lodging a revised timetable with the Australian Securities Exchange (ASX). The quotation of new fully paid ordinary shares under the SPP (New Shares) is subject to confirmation from the ASX. All times referred to in this Booklet are Sydney time. IMPORTANT NOTICE This Booklet contains important information. You should read it carefully and in its entirety. This Booklet does not constitute or provide financial advice and has been prepared without taking into account your particular objectives, financial situation or needs. You should consider the appropriateness of participating in the SPP having regard to your investment objectives, financial situation and particular needs. If you are in any doubt about whether to participate in the SPP, you should seek advice from your financial, taxation or other professional adviser before participating. The offer of New Shares under the SPP is made in accordance with Australian Securities and Investments Commission (ASIC) Corporations (Share and Interest Purchase Plans) Instrument 2019/547 (Instrument 2019/547), which grants relief from the requirement to issue a disclosure document for the SPP. This Booklet is not a prospectus under Chapter 6D of the Corporations Act 2001 (Cth) (the Corporations Act). The laws of some countries prohibit or make impracticable participation in the SPP by certain overseas Shareholders. Unfortunately, Shareholders who are not resident in Australia or New Zealand will not be able to participate in the SPP. The SPP does not constitute an offer of shares for sale in any other jurisdiction. If you have any questions in relation to how to participate in the SPP after reading this Booklet, please contact Amaero’s SPP Offer Information Line, operated by its share registry, Automic Pty Ltd (ACN 152 260 814) (Automic or the Registry), from 8:30am to 7:00pm (Sydney time) Monday to Friday on 1300 288 664 (callers within Australia) or +61 2 9698 5414 (callers outside Australia). International offer restrictions New Zealand The New Shares under the SPP are not being offered or sold to the public within New Zealand other than to existing shareholders of Amaero with registered addresses in New Zealand to whom the offer of New Shares is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021. This document has not been registered, filed or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain. United States This document may not be released or distributed in the United States. This document does not constitute an offer to sell, or a solicitation of an offer to buy, any other jurisdiction in which such an offer would be illegal. The New Shares have not been, and will not be, registered under the U.S Securities Act of 1933, as amended (U.S. Securities Act) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares may not be offered or sold, directly, or indirectly, to persons in the United States except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and the applicable securities laws of any state or other jurisdiction of the United States. 2 Chairman’s Letter 29 August 2025 Dear Shareholder, Amaero Limited Share Purchase Plan On behalf of the Directors of Amaero, I am pleased to offer you the opportunity to participate in the Share Purchase Plan (SPP). The SPP allows Eligible Shareholders (defined below) to purchase up to $30,000 worth of fully paid ordinary shares (New Shares) in Amaero, without incurring brokerage or transaction costs. Participation is optional. The SPP aims to raise up to $3 million and is not underwritten. Following the successful completion of Amaero’s institutional placement announced on Thursday, 21 August 2025, which raised $50,000,000 (Placement), we would like to thank all Shareholders for their ongoing support and offer all Eligible Shareholders the opportunity to share in Amaero’s success and subscribe for New Shares. Proceeds from the SPP will be applied towards production expansion, facility upgrades, argon recycling equipment, corporate development and balance sheet flexibility to accelerate growth. Scale back Amaero may scale back applications under the SPP at its absolute discretion. If this happens, you may be issued New Shares to a value that is less than the value of the New Shares you applied for. The balance of any application money that is not applied to acquire New Shares will be refunded to you without interest. Issue Price The SPP provides Eligible Shareholders with the opportunity to purchase New Shares at an Issue Price of $0.40 per share, being the price at which fully paid ordinary shares (Shares) were issued under the Placement (Placement Price). The Placement Price represents a 15.8% discount to the volume weighted average price of Shares traded over the 5 day period up to and including Tuesday, 19 August 2025. You may apply for a parcel of New Shares valued at, at least $5,000 and up to $30,000. Applications may be scaled back at the absolute discretion of Amaero. Participation Participation in the SPP is optional and is open to shareholders who: (a) at 7:00pm (Sydney time) on Wednesday, 20 August 2025, were registered as holders of Shares; and (b) have addresses on Amaero’s share register in Australia or New Zealand (excluding Shareholders who are in the United States, or acting for the account or benefit of a person in the United States), (Eligible Shareholders). Eligible Shareholders who are Custodians holding Shares on behalf of Eligible Beneficiaries (defined at 3.3 of the SPP Terms and Conditions) are also invited to participate in the SPP on the terms and conditions set out in this Booklet. Your right to participate in the SPP is not transferrable. New Shares will rank equally with, and have the same voting rights, dividend rights and other entitlements as, existing Shares. How to apply The SPP opens on Friday, 29 August 2025 and closes at 5:00pm (Sydney time) on Friday, 19 September 2025. You may apply for New Shares under the SPP by making payment directly by BPAY® or by electronic funds transfer. 1 Amaero will not accept payment by cash or cheque. Eligible Shareholders who do not have an account that supports BPAY® transactions can apply via electronic funds transfer using the instructions on their personalised Application Form. If applying by electronic funds transfer, you must quote the unique reference number located on your personalised Application Form in the payment description so that your application can be reconciled. Please ensure that the share registry (Automic) receives your Application payment by the Closing Date (expected to be 5:00pm (Sydney time) on Friday, 19 September 2025). This Booklet contains further information about the SPP, including the terms and conditions of the SPP and various defined terms used throughout this Booklet. The terms and conditions set out the relevant criteria for determining eligibility to participate in the SPP as well as rules relating to applications for New Shares under the SPP. On behalf of the Board, I encourage you to consider this opportunity to increase your investment and thank you for your continued support. Yours faithfully, Hank J. Holland Chairman and CEO Amaero Limited 2 SPP Terms and Conditions Important notice If you apply to participate in the SPP, you accept the risk that the market price of Shares may change between the date of the SPP Offer (defined below) and the date when New Shares are issued to you under the SPP. As such, it is possible that, up to or after the date you receive New Shares under the SPP, you may be able to buy Shares on the ASX at a lower price than the Issue Price under the SPP. By participating in the SPP, you will be deemed to have accepted, and will be bound by, these terms and conditions. Unless the context requires otherwise, capitalised terms used in these terms and conditions will have the meaning given to them elsewhere in this Booklet. 1 Offer 1.1 Amaero offers each Eligible Shareholder (as defined in the Chairman’s letter) the opportunity to purchase up to $30,000 worth of New Shares under the SPP subject to and in accordance with the terms and conditions set out below (such offer, the SPP Offer). 1.2 The SPP Offer opens on Friday, 29 August 2025 (Opening Date) and closes at 5:00pm on Friday, 19 September 2025 (or such other date as Amaero determines in its absolute discretion) (Closing Date). are not in the United States and are not acting for the account or benefit of a person in the United States. 2.2 Eligible Shareholders who are "custodians" (as defined in section 4 of ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547) (Custodians) may participate in the SPP Offer in accordance with clauses 3.2 and 4.5. 2.3 The SPP Offer is not made to persons who are not Eligible Shareholders eg holders of Shares with a registered address outside of Australia and New Zealand. Any shareholders who hold shares on behalf of persons who are in the United States or who act for the account or benefit of a person in the United States are not entitled to participate in the SPP Offer. 1.3 The SPP Offer is non-transferable and, therefore, Eligible Shareholders cannot transfer their right to purchase New Shares to any third party. 1.4 Participation in the SPP is entirely voluntary. 3 Joint holders and Custodians 1.5 The SPP Offer to each Eligible Shareholder (whether as a Custodian (as defined in 2.2) or on its own account) is made on the same terms and conditions, irrespective of the number of Shares they hold on the Record Date. 3.1 If two or more persons are registered on the Register as jointly holding Shares, they are taken to be a single registered holder of Shares for the purposes of determining whether they are an Eligible Shareholder, and a certification given by any of them is taken to be a certification given by all of them. 1.6 All references to $ or dollars in this Booklet are references to Australian dollars unless otherwise indicated. 3.2 Subject to these terms and conditions, Eligible Shareholders who are Custodians may participate in the SPP Offer on behalf of each Eligible Beneficiary on whose behalf they hold Shares. 3.3 An Eligible Beneficiary is a person: (a) on whose behalf a Custodian holds Shares as at the Record Date; (b) who has a registered address in either Australia or New Zealand; and 2 Eligible Shareholders 2.1 You are an Eligible Shareholder who is eligible to participate in the SPP if you: were registered on Amaero’s share register (Register) as a holder of one or more ordinary shares in Amaero (Shares) at 7:00pm (Sydney time) on Wednesday, 20 August 2025 (Record Date); have a registered address in either Australia or New Zealand; and 1 (c) who is not in the United States and is not acting for the account or benefit of a person in the United States. 3.4 If you hold shares as a trustee or nominee for another person, but are not a Custodian, you cannot participate for beneficiaries in the manner described above. In this case, the rules for multiple single holdings apply and you may only contribute a maximum of $30,000 in applying for New Shares. You are not eligible to participate on behalf of a person who resides outside of Australia or New Zealand. 4 Applications for New Shares 4.1 Eligible Shareholders must apply for New Shares in the following increments: (a) $5,000; (b) $10,000; (c) $15,000; (d) $20,000; (e) $25,000; and (f) $30,000. 4.2 Applications must be for a minimum of $5,000 and a maximum of $30,000 worth of New Shares. 4.3 Eligible Shareholders who wish to apply for New Shares must either make a payment for the appropriate amount via BPAY® or electronic funds transfer for the appropriate amount in accordance with the instructions on their personalised Application Form so that payment is received prior to the Closing Date. If payment is being made through BPAY® or electronic funds transfer, you do not need to return your Application Form.1 Applicants will be deemed to have submitted an application under the SPP Offer and to have made the declarations contained in their personalised Application Form when making payment. In the case of applicants who make payment by electronic funds transfer, you must quote the unique reference number in the payment description in accordance with the instructions provided on your personalised Application Form. 4.4 one offer under the SPP (for example, because they hold Shares in more than one capacity or in different registered holdings) may apply for New Shares under their various capacities but may not apply for New Shares with an aggregate value of more than $30,000. 4.5 If you wish to subscribe for New Shares as a Custodian for one or more Eligible Beneficiaries, you must also complete and submit a certificate that complies with sections 8(3) of ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 (Instrument 2019/547)) (Custodian Certificate) before your application will be accepted. Applications by Custodians that are not accompanied by a duly completed Custodian Certificate will be rejected. 4.6 Amaero and its officers and agents may accept or reject your application for New Shares in whole or in part at their discretion including, without limitation, if: (a) your application does not comply with these terms and conditions; (b) it appears you are not an Eligible Shareholder; (c) your application might prejudice the effective operation of the SPP or give rise to a breach of any applicable law or regulation (including Instrument 2019/547 or any other ASIC Class Order); (d) your application payment is not received by the Registry by the Closing Date; (e) Amaero believes that you are applying to purchase more than $30,000 worth of New Shares in aggregate (including as a result of Shares you hold directly, jointly or through a custodian or nominee arrangement) or your application is not for an amount in clause 4.1; (f) payment of the application monies is not submitted in Australian currency; or (g) the amount of your application payment is not equal to a valid parcel, in which event Amaero will: Eligible Shareholders who receive more than 1 Important Note: By submitting your payment for New Shares via BPAY® you certify and represent to Amaero that the aggregate application money paid by you in any capacity (except as Custodian) for the New Shares under your application and any other Shares issued to you, or a Custodian on your behalf and at your instruction, under the SPP or any other similar arrangement operated by Amaero in the 12 months before the date of your application, is not more than $30,000. 2 (i) (ii) (h) 5 5.1 5.2 refund in full your application monies and not allot any New Shares to you; or allot to you the number of New Shares that would have been allotted had you applied for the highest designated amount that is less than the amount of your payment and refund to you the excess of your application monies. If you are entitled to a refund of all or any of your application monies, the refund will be paid to you, without interest, as soon as practicable by direct credit to your nominated account (as recorded with the Registry). 6.3 New Shares are expected to be issued on Friday, 26 September 2025 (Issue Date). 6.4 New Shares issued under the SPP will rank equally in all respects with, and have the same voting rights, dividend rights and other entitlements as, existing Shares as at the Issue Date. 6.5 Amaero will apply to the ASX for quotation of the New Shares. It is anticipated that the New Shares will be quoted on the ASX on Friday, 29 September 2025. 6.6 The Registry will send holding statements in respect of the New Shares issued under the SPP on or around Monday, 29 September 2025. 7 Effect of applying to participate 7.1 By making a payment via BPAY® or electronic funds transfer, on your own behalf and on behalf of each person for whose account you are acting, if applicable, you: (a) are deemed to have accepted the SPP Offer and you irrevocably and unconditionally agree to the terms and conditions of the SPP and the terms and conditions of the Application Form and agree not to do any act or thing that would be contrary to the spirit, intention or purpose of the SPP; (b) warrant that all details and statements in your application are true and complete and not misleading (including by omission); (c) agree that your application will be irrevocable and unconditional (that is, it cannot be withdrawn); (d) warrant that you are an Eligible Shareholder and are eligible to participate in the SPP, and agree to provide (and if applicable direct your nominee or Custodian provide) any requested substantiation of your eligibility to participate in the SPP and of your holding of Shares on the Record Date; (e) acknowledge that no interest will be paid on any application monies held pending the issue of New Shares or subsequently refunded to you for any reason; (f) acknowledge that Amaero and its officers and agents are not liable for any consequences of the exercise or nonexercise of discretions referred to in these terms and conditions; Issue Price The issue price per New Share (Issue Price) will be $0.40, being the same price as the Placement Price (as defined in the Chairman’s letter). The current Share price can be obtained from the ASX and is listed in the financial and business section of major daily newspapers circulating in Australia. 5.3 You agree to pay the Issue Price per New Share for the number of New Shares calculated under clause 6.1 or, if there is a scale back, the number of New Shares calculated under clause 8. 5.4 There are risks associated with any stock market investment and we recommend that you obtain your own financial advice in relation to this SPP. In particular, there is a risk that the market price for Amaero shares at the time that New Shares are issued will be less than their Issue Price. If this occurs, the value of your investment in New Shares will be less than the amount you invested. Accordingly, you should consider price movements of Shares before applying for New Shares under the SPP Offer. 6 Calculation and issue of New Shares 6.1 If you apply for New Shares under the SPP Offer, you will apply for a certain value, rather than a certain number, of New Shares. If your application is accepted, Amaero will divide the value of your application monies by the Issue Price (as determined under clause 5.1) in order to determine the number of New Shares which, subject to scale back, will be issued to you. 6.2 Shares issued to you will be rounded up to the nearest whole New Share. If the calculation in clause 6.1 produces a fractional number, the number of New 3 (g) agree to pay the Issue Price per New Share for the number of New Shares calculated by dividing your Application payment by the Issue Price; (h) acknowledge and agree that: (i) you are not in the United States and are not acting for the account or benefit of a person in the United States; (ii) the New Shares have not been, and will not be registered under the U.S. Securities Act of 1993 (the U.S. Securities Act) and accordingly the New Shares may not be offered or sold without registration under the U.S Securities Act except in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws; and (iii) (i) (ii) even though you may have received more than one offer under the SPP or received offers in more than one capacity under the SPP; (j) if you are acting as a trustee, nominee or Custodian, each beneficial holder on whose behalf you are participating in the SPP is resident in Australia or New Zealand, and you have not sent this Booklet, or any materials relating to the SPP to any person outside of Australia and New Zealand; if you are applying for New Shares on your own behalf (and not as Custodian), acknowledge and agree that: (i) result of an instruction given by you to the Custodian to apply for Shares on your behalf under an arrangement similar to the SPP Offer, you are not applying for New Shares with an aggregate application price of more than $30,000 (including any New Shares which a Custodian has applied to purchase on your behalf under the SPP Offer); the aggregate application price for the following does not exceed $30,000: if you are a Custodian and are applying on behalf of an Eligible Beneficiary on whose behalf you hold Shares, acknowledge and agree that: (i) you are a Custodian; (ii) you held Shares on behalf of the Eligible Beneficiary as at the Record Date who has instructed you to apply for New Shares on their behalf under the SPP Offer and that the Eligible Beneficiary was provided with a copy of this Booklet before giving such instruction; (iii) you are not applying for New Shares on behalf of any Eligible Beneficiary with an aggregate application price of more than $30,000 under the SPP Offer; and (iv) the information in the Custodian Certificate submitted with your Application Form is true, correct and not misleading; (k) accept the risks associated with any refund that may be dispatched to you by direct credit to your address shown on the Register; (l) agree to not send any materials relating to the SPP to any person i