Amaero International : Section 708A(12C)(e) Cleansing Notice

For personal use only

ASX:3DA

ASX ANNOUNCEMENT

15 June 2022

Section 708A(12C)(e) Cleansing Notice

This notice is given by Amaero International Limited ('3DA' or the 'Company') under section 708A(12C)(e) of the Corporations Act 2001 (Cth) (Corporations Act) as amended by ASIC Corporations (Sale Offers: Securities Issued on Conversion of Convertible Notes) Instrument 2016/82.

The Company hereby confirms that:

1. the convertible notes described below will be issued without disclosure to an investor under Part 6D.2 of the Corporations Act; and
2. this Cleansing Notice has been given in accordance with section 708A(12c)(e) of the Corporations Act.

The issue of this Cleansing Notice enables the fully paid ordinary shares in the capital of the Company (Shares) issued on the conversion of the convertible notes issued by the Company on the terms described below (Convertible Notes), to be on‐sold to retail investors without further disclosure.

1. BACKGROUND

1.1 Convertible Note Terms

As announced on 12 May 2022, the Company secured ~A$11.0million in funding from institutional investors (Subscribers), of which ~A$2.8 million was raised through the issue of 2,806,159 Senior Convertible Notes to Pegasus Growth Capital Fund I.

The material terms of the Convertible Notes are as follows:

Item	Matter	Particulars
1.	Issuer:	Amaero International Limited (ACN 633 541 634).
2.	Securities to be	2,806,159 Convertible Notes with a Face Value of AUD 1.00
	issued:	each convertible into ordinary shares in the capital of the
		Issuer.
3.	Investor:	Pegasus Growth Capital Fund I, LP.
4.	Investment:	AUD 2,806,159 (USD 1,950,000, at agreed exchange rate of 1
		AUD to USD 0.6949)
5.	Use of proceeds:	Working capital.

Amaero International Limited (ABN: 82 633 541 634)

11‐13 Normanby Road, Notting Hill, VIC, 3168, Australia

T: [phone] [e-mail]

For personal use only

		ASX:3DA
6.	Interest on	2.25% per annum from the issue date until the earlier of: (i) the
	Convertible Notes:	conversion or redemption date and (ii) the first 12 months from
		the issue date; then 15% per annum until the earlier of the
		Maturity Date and the conversion or redemption date. Interest
		on outstanding Convertible Notes will be paid monthly in
		arrears. All interest to be paid in cash (not PIK or converted to
		Shares).

7. Maturity Date: 36 months from the date of issue of the Convertible Notes.

8.	FIRB Approval	In this section, Investor Actions means:
		(a)	the acquisition by the Investor of an interest in
			10% or more of the Issuer's securities (through
			the issue and conversion of the Convertible Notes
			and the issue and exercise of the Options); and
		(b)	the Investor being in a position to influence or
			participate in the central management and
			control of the Issuer (including through the Issuer

appointing Mr Hank Holland as a director). No Convertible Note will convert into ordinary shares unless and until:

1. one or more of the following has occurred (FIRB Approval condition):

1. The Investor (which is subject to the Foreign Acquisitions and Takeovers Act (FATA)) receives written notification from or on behalf of the Treasurer of the Commonwealth of Australia (Treasurer) stating that the Commonwealth government does not object to the Investor Actions either without conditions or subject to the last paragraph of this section below, with conditions acceptable to the Investor (acting reasonably and in good faith);
2. the Treasurer becomes precluded from making any order or decision under part 3 of FATA because the applicable time limit on making orders and decisions under those provisions has expired;
3. where an interim order is made under section 68 of FATA in respect of the Investor Actions, the subsequent period for making an order or decision under part 3 of FATA elapses without the Treasurer making such an order or decision; or

Amaero International Limited (ABN: 82 633 541 634)

11‐13 Normanby Road, Notting Hill, VIC, 3168, Australia

T: [phone] [e-mail]

For personal use only

ASX:3DA

4. the Treasurer (or the Treasurer's delegate) has provided written confirmation to the Investor that the Investor Actions are exempt from the requirements of FATA.

OR

1. the Issuer and Investor agree in writing that FIRB Approval is no longer legally required for the Investor Actions.

The Investor must do everything reasonably required including the making and filing of all notices and payments, responding promptly to requests and supplying all necessary, complete and accurate information to FIRB to make sure that the FIRB Approval condition is satisfied as soon as practicable. The Investor must consult with the Issuer and provide it with copies of all documents proposed to be submitted to FIRB in relation to the FIRB Approval condition and give the Issuer a reasonable opportunity to comment on such documents and give due regard to them.

The Investor may redact commercially sensitive information from any material provided to the Issuer. As soon as practicable after lodgement of the FIRB notification, the Investor must provide regular status updates in relation to all communications received from FIRB in relation to the progress of its FIRB notification and must immediately advise the Issuer on satisfaction of the FIRB Approval condition and provide a copy of all materials received from FIRB in relation to that outcome. The Issuer agrees to give the Investor and its advisors all reasonable assistance to obtain FIRB Approval. The Investor must accept, and will be taken to have accepted the following conditions imposed by FIRB:

1. the tax conditions set out in Section D of Guidance Note 12 issued by FIRB (as amended or replaced from time to time),
2. any conditions relating to the use, access, handling, storage and/or security (including cyber security) of data which may be accessible to any investor or any related party,
3. any conditions relating to the composition of the board of the Issuer following closing (except conditions relating to the Investor's nominee, as noted below); and
4. any condition relating to any reporting and/or auditing obligation imposed on the investor to demonstrate

Amaero International Limited (ABN: 82 633 541 634)

11‐13 Normanby Road, Notting Hill, VIC, 3168, Australia

T: [phone] [e-mail]

For personal use only

ASX:3DA

compliance with any conditions attaching to the FIRB Approval condition.

The parties agree that:

1. • FIRB Approval is taken to be given (or not) if it applies to all Investor Actions; and
   • if FIRB approves the Investor's acquisition of an interest of 10% or more in the Issuer; but does not approve the Investor being in a position to influence or participate in the central management and control of the Issuer (including through the Issuer appointing Mr Holland or another nominee as a director), then for the purposes of the Convertible Notes, 'FIRB Approval' will not have been given and the mandatory conversion does not apply.
2. Redemption prior to The Issuer may not redeem the notes before the Maturity Date. the Maturity Date:
3. Conversion: The Convertible Notes will be converted into 13,362,663 Shares (calculated at a per share issue price of AUD $0.21) as follows:
4. • Upon satisfaction of the FIRB Approval condition within 12 months from the date of issue - conversion is mandatory;
   • Upon satisfaction of the FIRB Approval condition after 12 months from the date of issue - conversion is at the discretion of the Investor.

However, if the issuance of a cleansing notice under section 708A of the Corporations Act would materially prejudice the interests of the Issuer by reason of forcing disclosure of information which would not otherwise require disclosure under ASX Listing Rule 3.1, then the Issuer will issue to the noteholders ordinary shares on a date to be determined by the Issuer, provided that such date will be no later than the date which is 3 business days after the date on which the board of the Issuer has determined that it would no longer be materially prejudiced by issuing the cleansing notice.

The Issuer will do everything reasonably required to obtain ASX quotation of all ordinary shares issued on conversion of the Convertible Notes as soon as practicable after issue of such shares.

The Issuer will do everything reasonably required to obtain approval of the Issuer's shareholders for the issue and conversion of the notes, if required under ASX Listing Rules.

Amaero International Limited (ABN: 82 633 541 634)

11‐13 Normanby Road, Notting Hill, VIC, 3168, Australia

T: [phone] [e-mail]

			ASX:3DA
			All ordinary shares issued on conversion of any convertible
			note will rank equally in all respects with other ordinary shares
only			in the capital of the company.
	11.	No other conversion	The notes may only be converted on satisfaction of the FIRB
		events:	Approval condition noted above (or if the parties agree that the
			FIRB Approval condition is no longer required).
	12.	Redemption on	If any of the Convertible Notes have not earlier been converted
		Maturity:	or redeemed, the Issuer must redeem all outstanding
			Convertible Notes on the Maturity Date.
	13.	Mandatory	If an event of default (including a liquidation process) in respect
use		Redemption	of the Issuer (Liquidation Event) occurs, the Investor will be
	On a Liquidation	entitled to redeem their Convertible Notes for the full Face
	Event:	Value together with accrued but unpaid interest subject to the
		remediation right referred to below.
14.	Security:	Unsecured.
15.	Events of Default:	an Insolvency Event occurs in respect of the Issuer; or
		the Issuer defaults in the performance of a material obligation
		under the note deed, which is not remedied within 21 days.
personal	16.	No voting etc rights:	The Convertible Notes do not confer on the Investor any
		entitlement to: attend or vote at a general meeting of the
		have received if the Note had been Converted before the
			Issuer's shareholders; receive dividends; or participate in any
			rights issue, bonus issue or other equivalent offer or invitation
			of Shares or other securities to the holders of Shares,
			other than upon the issue of Shares on conversion of the
			Convertible Notes.
			For the purposes of this paragraph, 'other equivalent offer or
			invitation of Shares or other securities to the holders of Shares'
			means a new issue with a minimum issue price of the new
			shares that is no less than 75% of the trading price (i.e. a
			maximum 25% discount, based on the previous 15‐day volume
			weighted average price).
	17.	Bonus issues or	If before the Conversion Date, the Issuer makes a Bonus Issue,
		deeply discounted	the number of Shares over which a Note is converted will be
		issues	increased by the number of Shares which the Investor would
For			record date for the Bonus Issue.
		If before the Conversion Date, the Issuer makes a pro‐rata offer
			or invitation of Shares or other securities to the holders of
			Shares with an issue price that is less than 75% of the 15‐day
			VWAP (Deeply Discounted Issue), the number of Shares over
			which a Note is Converted will be increased as follows:
			BI = DDI * D
	Amaero International Limited (ABN: 82 633 541 634)
	11‐13 Normanby Road, Notting Hill, VIC, 3168, Australia
	T: [phone] [e-mail]