Amaero Announces Intention to Re-Domicile to The United States

MCDONALD, Tenn., Feb. 24, 2026 (GLOBE NEWSWIRE) -- Amaero Ltd (ASX:3DA) (OTC: AMROF) (“Amaero” or the “Company”), a leading U.S. domestic producer of high-value refractory and titanium alloy powders for additive and advanced manufacturing of components utilized by the defense, space, and aviation industries, is pleased to advise that it has entered into a scheme implementation deed (“SID”) with Amaero Inc. (a newly-formed Delaware corporation) (“Amaero US HoldCo”) to pursue a re-domiciliation of Amaero and its subsidiaries (“Amaero Group”) from Australia to the United States of America by way of proposed schemes of arrangement with its shareholders (“Amaero Shareholders”) and its option holders (“Amaero Option Holders”) under Part 5.1 of the Corporations Act 2001 (Cth) (the first, the “Share Scheme” and the second, the “Option Scheme”) (together, the “Schemes”). Under the Schemes, Amaero US HoldCo will become the ultimate parent company of the Amaero Group.

Effect of the Scheme

If the Schemes become effective:

Under the Share Scheme, all ordinary shares in Amaero (“Amaero Shares”) will be transferred to Amaero US HoldCo;
Amaero US HoldCo will become the new parent company of Amaero Group and will retain the Company’s listing on ASX via CHESS depositary interests (“CDIs”);
in consideration for the transfer of the Amaero Shares to Amaero US HoldCo, Amaero Shareholders will receive one CDI in Amaero US HoldCo (conferring an interest in 1/40th of a share of common stock in Amaero US HoldCo) (“Amaero US HoldCo CDIs”) for each Amaero Share held on the record date for the Share Scheme, which will continue to be traded on ASX under the code “3DA”;
under the Option Scheme, all existing unlisted options to acquire Amaero Shares (the “Amaero Options”) will be cancelled in exchange for each Amaero Option Holder receiving one unlisted option to acquire a share of common stock in Amaero US HoldCo for every one option in Amaero held on the record date for the Option Scheme;
Amaero Shareholders and Amaero Option Holders will retain an equivalent proportional economic interest in Amaero US HoldCo as they previously held in the Company, subject to the sale facility aspect of the Scheme dealing with the interests of ineligible foreign holders; and
the operations, management and strategy of Amaero Group will remain unchanged.

Implementation of the Scheme is subject to the approval of Amaero Shareholders (in respect of the Share Scheme) and Amaero Option Holders (in respect of the Option Scheme) and certain regulatory and court approvals.

Rationale for the Schemes

After careful consideration of the advantages, disadvantages and risks of the Schemes, Amaero’s Board of Directors (“the Board”) unanimously considers that the advantages of the Schemes significantly outweigh the disadvantages and risks, in particular due to the following matters:

Positioning Amaero Group in a larger, deeper market in the United States for continuing growth in the defense industrial base and the re-shoring of sovereign manufacturing and supply chain, allowing existing Amaero Shareholders to benefit from that growth and more clearly evaluate the performance and future prospects of Amaero Group, whilst maintaining a listing on ASX;
providing access to a broader US investor pool that previously could not, or were unlikely to, invest in non-US securities in a market which is familiar with and is generally better informed regarding defense industrial base and sovereign manufacturing and supply chain companies due to its greater number of market participants and investors, which has the potential to lead to a stronger valuation of Amaero US HoldCo over time and improve liquidity in trading of shares;
improving access to lower-cost US debt and equity capital markets, which are larger and more diverse than Australian capital markets, which may enable future growth to be financed at a lower cost and potentially favourable financing conditions in the United States;
as Amaero US HoldCo will be a United States Delaware corporation, the Schemes are likely to simplify Amaero Group’s corporate structure for potential future United States merger, sale or acquisition transactions, which may increase Amaero Group’s attractiveness as a potential target to strategic and merger partners, sellers or acquirers to United States domiciled companies and better alignment with key stakeholders; and
positioning the Company for a potential initial public offering and listing in the US in late CY2026 or early CY2027 subject to equity market conditions.

Board Recommendation

The Board unanimously recommends that Amaero Shareholders vote in favor of the Share Scheme, subject to the Independent Expert concluding (and continuing to conclude) that the Share Scheme is in the best interests of Amaero shareholders. Each member of the Board intends to vote all the Amaero Shares held or controlled by them in favor of the Scheme.

The Board unanimously recommends that Amaero Option Holders vote in favor of the Option Scheme, subject to the Independent Expert concluding (and continuing to conclude) that the Option Scheme is in the best interest of Amaero Option Holders. Each member of the Board intends to vote all the Amaero Options held or controlled by them in favor of the Option Scheme.

The Board recommendation and voting intentions as set out above are subject to no superior proposal emerging and an independent expert concluding (and continuing to conclude) that the Schemes are in the best interests of Amaero Shareholders and Amaero Option Holders.

Independent Expert’s Report

The Company has appointed an independent expert, McGrathNicol (“the Independent Expert”), to determine whether the Schemes are in the best interests of Amaero Shareholders and Amaero Option Holders. The Independent Expert’s Report will be included in a Scheme Booklet, which is expected to be distributed to Amaero Shareholders and Amaero Option Holders in April 2026, subject to completion of the initial regulatory approval process.

Details of the Schemes

In connection with the Schemes, the Company has entered into a SID with Amaero US HoldCo under which the parties have agreed to implement the Schemes subject to the satisfaction of several customary conditions, including:

Amaero Shareholders approving the Share Scheme and Amaero Option Holders approving the Option Scheme by the requisite majorities;
the Independent Expert continuing to conclude that the Schemes are in the best interests of Amaero Shareholders and Amaero Option Holders;
the Supreme Court of New South Wales or the Federal Court of Australia approving the Scheme; and
obtaining all other necessary regulatory approvals (including ASIC, ASX and ATO).

Indicative Timetable and Next Steps

Amaero Shareholders and Amaero Option Holders do not need to take any action at the present time.

A Scheme Booklet containing information relating to the Schemes, reasons for the recommendation of the Board, and details of the meeting of Amaero Shareholders and Amaero Option Holders in relation to the Schemes (together, “the Scheme Meetings”) is expected to be dispatched to Amaero Shareholders in April 2026. The Scheme Booklet will also contain the Independent Expert’s Report on whether the Schemes are in the best interests of Amaero Shareholders and Amaero Option Holders.

Amaero Shareholders and Amaero Option Holders will be given the opportunity to vote on the Schemes at a Scheme Meetings, which is expected to be held in June 2026. Subject to the conditions of the Scheme being satisfied, Amaero is targeting to complete the Schemes prior to the end of June 2026. These dates are indicative only and subject to change. The Scheme Booklet will include a more detailed anticipated timetable regarding the implementation of the Schemes.

The Board will keep the market informed of any material developments in accordance with its continuous disclosure obligations.

Norton Rose Fulbright Australia is acting as Australian legal advisor to Amaero and Wilson Sonsini Goodrich & Rosati, P.C. is acting as US legal advisor to Amaero.

Engagement of Independent Auditor

The Company has retained BDO USA, P.C., a PCAOB-registered public accounting firm, as its independent auditor in connection with its anticipated re-domiciliation to the United States.

Hank J. Holland, Amaero’s Chairman and CEO, commented:

“After months of consideration and planning, commencing the re-domiciliation process is a very significant milestone for Amaero. We are fortunate to have had strong institutional and individual investor support in Australia and we will maintain an ASX listing. At the same time, we have taken intentional corporate actions to establish Amaero as a leading U.S. company that is integral to domestic sovereign manufacturing and supply chains for mission-critical applications that support defense, aerospace, nuclear energy, medical and industrial sectors.

In response to demand pull, we acted boldly three years ago to establish the largest domestic production capacity and the lowest unit cost production for refractory and titanium alloy spherical powders; moreover, we have demonstrated a leadership position in PM-HIP manufacturing of near-net-shape parts that provides an immediate and viable substitute for castings and forgings.

We are committed to working closely with our partners in the U.S. government, the Department of War, the U.S. Navy and our commercial customers to continue to innovate, to integrate and to scale advanced material production and advanced manufacturing”

Authorized for release by the Board of Directors of Amaero Ltd (ASX:3DA; OTC:AMROF).

For further information, please contact:

Amaero Ltd
Hank J. Holland Chairman and CEO
hank.holland@amaeroinc.com

Media & Investor Enquiries in United States
Jane Morgan Director
jm@janemorganmanagement.com.au

Media & Investor Enquiries in United States
Shannon Devine MZ Group
amaero@mzgroup.us

About Amaero Ltd

Amaero Ltd (ASX:3DA, OTC:AMROF) is a dual-listed ASX 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.

Disclaimers

This announcement and the information contained herein does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or in any other jurisdiction in which such offer would be illegal. Any securities described in this announcement have not been registered under the U.S. Securities Act of 1933 or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold in the United States absent registration except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.

Amaero makes no representation, assurance or guarantee as to the accuracy or likelihood of fulfilment of any forward-looking statement or any outcomes expressed or implied in any forward-looking statement. The forward-looking statements in this report reflect expectations held at the date of this document. Except as required by applicable law or the ASX Listing Rules, Amaero disclaims any obligation or undertaking to publicly update any forward-looking statements, or discussion of future financial prospects, whether as a result of new information or of future events.

The information contained in this announcement does not take into account the investment objectives, financial situation or particular needs of any recipient and is not financial product advice. Before making an investment decision, recipients of this announcement should consider their own needs and situation and, if necessary, seek independent professional advice. To the maximum extent permitted by law, Amaero and its officers, employees, agents and advisers give no warranty, representation or guarantee as to the accuracy, completeness or reliability of the information contained in this presentation. Further, none of Amaero nor its officers, employees, agents or advisers accept, to the extent permitted by law, responsibility for any loss, claim, damages, costs or expenses arising out of, or in connection with, the information contained in this announcement.

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