MCDONALD, Tenn., June 10, 2026 (GLOBE NEWSWIRE) -- Amaero Ltd (ASX:3DA, OTCX:AMROF) ("Amaero" or the "Company"), leading U.S. domestic producer of high-value refractory and titanium alloy powders for additive and advanced manufacturing, and a leader in PM-HIP (Powder Metallurgy Hot Isostatic Pressing) manufacturing, is pleased to announce that the Federal Court of Australia ("Court") has today made orders approving the schemes of arrangement between Amaero and its shareholders (the "Share Scheme") and Amaero and its option holders (the "Option Scheme", and together with the Share Scheme, the "Schemes"), pursuant to which Amaero Inc. ("Amaero US HoldCo") will acquire 100% of Amaero's issued shares, Amaero option holders will receive options in Amaero US HoldCo in exchange for the cancellation of their options in Amaero, and Amaero US HoldCo will become the new ultimate parent company of Amaero and its subsidiaries ("Amaero Group") re-domiciling the Company to the State of Delaware in the United States.
Lodgment of Court orders
The Company will lodge an office copy of the orders of the Court with the Australian Securities and Investments Commission tomorrow (Thursday, 11 June 2026), at which time the Schemes will become legally effective pursuant to section 411(10) of the Corporations Act 2001 (Cth).
Indicative timetable
The expected timetable for implementation of the Schemes is set out below, with all capitalized terms having the meaning set out in Amaero's Scheme Booklet dated 7 May 2026:
| Event | Date |
| Effective Date of the Schemes | Thursday, 11 June 2026 |
| Last date of trading of Amaero Shares on ASX | Thursday, 11 June 2026 |
| Amaero US HoldCo CDIs to commence trading on ASX on a deferred settlement basis | Friday, 12 June 2026 |
| Record Date for determining entitlements to the consideration under the Schemes | 7:00pm (Sydney time) on Monday, 15 June 2026 |
| Implementation Date for the Schemes | Monday, 22 June 2026 |
| Amaero US HoldCo CDIs to commence trading on a normal T+2 settlement basis on ASX | Tuesday, 23 June 2026 |
| Dispatch of Amaero US HoldCo CDI holding statements | Wednesday, 24 June 2026 |
| Dispatch of Amaero US HoldCo Option holding statements | Friday, 26 June 2026 |
*Except where otherwise specified, all times and dates in the above timetable are references to the time and date in Sydney, Australia unless otherwise stated and all such times and dates are subject to change. The actual dates and times will depend on many factors outside the control of Amaero and Amaero US HoldCo, including the Court approval process and the satisfaction or waiver of the conditions precedent to the Schemes. Due to the time zone differences between Australia and the United States, certain actions relating to implementation of the Schemes may occur on Thursday, 18 June 2026 during US business hours so as to enable implementation to occur on Monday, 22 June 2026 during Australian business hours. Any changes to the above timetable will be announced to ASX and will be available on Amaero's website at https://www.amaeroinc.com/.
Authorized for release by the Chairman and CEO (ASX:3DA; OTCX:AMROF).
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
About Amaero
Amaero Ltd (ASX:3DA, OTCX:AMROF) is a dual 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 utilized 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 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 announcement 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.
