Amaero Secures A$50 Million to Accelerate Growth Initiatives

MCDONALD, Tenn., Aug. 21, 2025 (GLOBE NEWSWIRE) -- Amaero Ltd (ASX:3DA) (OTCQB: AMROF) (“Amaero” or the “Company”), a leading U.S. domestic producer of high-value C103, refractory alloy, and titanium powders for additive and advanced manufacturing of components utilized by the defense, space, and aviation industries, is pleased to announce that it has received firm commitments for a placement of 125 million new fully paid ordinary shares at an issue price of A$0.40 per share (“New Shares”) to raise gross proceeds of A$50 million (approximately US$32.3 million) before costs (“Placement”). The Company has also authorized up to A$3 million to be offered to eligible Amaero shareholders via a Share Purchase Plan (“SPP”) with the opportunity to acquire Shares at the same price per Share as those investors who participated in the Placement. Proceeds from the Placement and the SPP will be used to accelerate growth initiatives that had been planned for FY2027 and beyond.

Though the Company was fully funded to complete its announced A$72 million capital expenditure plan and to achieve planned positive EBITDA in FY2027, given strong interest from investors in the defense and manufacturing re-shoring thematic, the Board decided to raise additional equity capital to accelerate growth initiatives while adding new institutional investors to the Amaero share register. This Placement positions Amaero to capitalize on the United States’ priority initiatives to strengthen its defense industrial base and to re-shore and scale its sovereign manufacturing and supply chain capabilities.

After two years of forward-leaning capital investments and commercial engagement, the Company has transitioned to commercialization and has begun to scale revenue. To build on Amaero’s first mover advantage and its competitive cost position, Amaero plans to accelerate investments that include ordering a 4th atomizer by end of this calendar year, design-build of an Argon gas recycling unit and other corporate development initiatives.

Hank J. Holland, Amaero’s Chairman and CEO, commented, “Over the past three years, Amaero has been deliberate with its corporate strategy, has made forward leaning capital investments and has been disciplined with its allocation of capital. Prior to this placement, Amaero had raised A$98.5 million over 3+ years and approximately A$70 million resides on the balance sheet in cash and tangible assets. The Board and our leadership team are focused on the long-term opportunity. As we view the re-shoring of sovereign manufacturing and supply chain capabilities as a generational opportunity, we will continue to make thoughtful and well-reasoned investments that differentiate our market position, address the needs of our customers and align with U.S. priority policy initiatives.

We are gratified to have strong support of our existing institutional shareholders and to welcome new institutional investors onto the Amaero register. The Placement allows Amaero to accelerate orders of long lead time capital assets and to build upon the progress to date.”

Details of the Placement

The Company is undertaking a non-underwritten placement of New Shares to eligible institutional investors to raise gross proceeds of A$50 million. The Placement will result in the issue of 125 million New Shares to institutional investors at an issue price of A$0.40 per New Share (Placement Price), representing ~15.7% of Amaero’s current issued capital and pursuant to the Company’s available placement capacity under ASX Listing Rule 7.1 and ASX Listing Rule 7.1A.

The issue price of A$0.40 per New Share represents a 5.9% discount to the last traded price of the Company's ordinary shares (Shares) on ASX of A$0.425 and a 15.8% discount to the 5-day volume weighted average price of the Company's ordinary shares as traded on ASX of A$0.475 over the period up to and including Tuesday, 19 August 2024.

The New Shares issued under the Placement will rank equally with existing Shares on issue with effect from their date of issue. Barrenjoey Markets Pty Limited and Curran & Co Pty Ltd are acting as joint lead managers and bookrunners to the Placement.

Further information on the Placement and use of proceeds can be found in the presentation lodged on the ASX platform today.

Details of SPP

Following the completion of the Placement, Amaero will offer its existing holders of Shares (Shareholders) with a registered address in Australia and New Zealand as at 7.00pm (Sydney, Australia time) on the record date of Wednesday, 20 August 2025 (Record Date), who are not in the United States or acting for the account or benefit of a person in the United States, (Eligible Shareholders) the opportunity to participate in a non-underwritten share purchase plan. The SPP will provide each Eligible Shareholder with the opportunity to apply for up to A$30,000 worth of New Shares at the Placement Price. Amaero intends to target a raising of up to A$3 million via the SPP, [however the board of directors of Amaero (Board) reserves the right in its absolute discretion to accept applications from Eligible Shareholders in excess of A$3 million or to scale back applications that exceed that amount]. In the event of a scale back occurring, 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.

Amaero expects to announce the final outcome of the SPP, including any scale-back, on Wednesday, 24 September 2025.

The SPP offer booklet (SPP Offer Booklet) containing further details of the SPP will be released separately and will be despatched to all Eligible Shareholders and is expected to be lodged with the ASX on Friday, 29 August 2025 and Eligible Shareholders wishing to participate in the SPP should carefully read the SPP Offer Booklet.

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.

The above timetable is indicative only and subject to change. The commencement of trading and quotation of New Shares issued under the Placement and 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 Placement or 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

Media & Investor Enquiries in Australia

Jane Morgan

Director

Media & Investor Enquiries in United States

Shannon Devine

MZ Group

About Amaero

Amaero Ltd (ASX:3DA and OTC:AMROF) is an ASX-listed and OTC-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, aviation and medical industries. The technical and manufacturing team brings decades of experience and know-how 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.

1 Refer to the Company’s ASX announcement “Trading Halt” dated 19 August 2025.