Qoria Limited Completes Scheme of Arrangement, Finalizing Acquisition by Aura Consolidated Group and Commencement of Aura CDI Trading on ASX

Details of Scheme Implementation and Shareholder Consideration

Following shareholder approval and regulatory clearance, Qoria Limited confirmed the scheme of arrangement has been implemented, transferring all fully paid ordinary shares to Aura Consolidated Group, Inc. Scheme shareholders received CHESS Depositary Interests representing Aura common stock, granting them exposure to Aura’s operations and growth potential.

The conversion ratio was 1 Scheme Consideration CDI for approximately every 17.32 Qoria shares held on the record date of 5:00pm Perth time, Friday, 10 July 2026. A total of 81,278,566 CDIs were issued pro-rata to eligible shareholders. Non-Electing Unmarketable Parcel Shareholders—those holding 2,127 or fewer Qoria shares who did not submit valid election forms—were offered a cash-out option. These shareholders will receive cash equivalent to the market value of the CDIs at A$5.4917753529142 per CDI or A$0.317123 per Qoria share, with payments scheduled by Friday, 24 July 2026.

Completion of Capital Raise and Aura CDI Trading Launch

Aura Consolidated Group, Inc. completed a US$100 million capital raise before costs, supporting the merged entity’s strategic and operational goals. This capital raise was executed concurrently with the scheme implementation, ensuring the combined group is well capitalized.

Aura CDIs, including those issued under the capital raise and scheme consideration, will begin normal T+2 settlement trading on the ASX on Monday, 20 July 2026. Prior to this, CDIs traded on a conditional and deferred settlement basis starting 12:00pm AEST on Thursday, 9 July 2026. Transitioning to normal settlement finalizes the scheme implementation and enables unrestricted trading, providing Aura with a market platform and liquidity for shareholders.

Qoria Share Suspension and ASX Delisting

Qoria shares were suspended from ASX trading at the close on Wednesday, 8 July 2026, following the scheme implementation, preventing further secondary market transactions. This suspension was a necessary step toward delisting, reflecting Qoria’s transition from an independent listed company to a subsidiary of Aura.

Qoria has applied for removal from the ASX official list, with delisting expected at the close of trading on Monday, 20 July 2026. This date coincides with the start of normal trading in Aura CDIs, ensuring a seamless transition for investors. Post-delisting, Qoria will no longer be subject to ASX continuous disclosure obligations but will remain a subsidiary within Aura’s corporate structure.

Board Changes Following Scheme Implementation

Immediately upon the scheme’s implementation announcement, Qoria’s board underwent significant changes. Independent Non-Executive Chairman Peter Pawlowitsch, Managing Director Tim Levy, and non-executive directors Georg Ell, Matthew Stepka, Philip Warren, and Dr Jane Watts resigned. These departures mark the exit of the former Qoria board consistent with post-acquisition governance practices.

New directors William Lundregan, Stephanie Majteles, and Ben Jenkins were appointed to Qoria’s board. Concurrently, Aura Consolidated Group, Inc.’s board was reconstituted, comprising Managing Director and CEO Hari Ravichandran, Chairman Sujay Jaswa, Deputy Chairman and Lead Independent Director Peter Pawlowitsch, Executive Director Tim Levy, Non-Executive Director Jeffrey Katzenberg, and Independent Non-Executive Directors Matthew Stepka and James Cash. The inclusion of Pawlowitsch and Levy on Aura’s board ensures continuity and experience from the Qoria side.

Market Valuation for Cash-Out Facility

The market value of Scheme Consideration CDIs for the Direct Cash-Out Facility was determined per the scheme documentation methodology. This involved calculating the volume weighted average price of Aura CDIs traded on the ASX from the business day after the Effective Date through three business days before the Implementation Date. This objective valuation sets the cash consideration for Non-Electing Unmarketable Parcel Shareholders.

The final market value was A$5.4917753529142 per Scheme Consideration CDI, or A$0.317123 per Qoria share, applied uniformly to all eligible shareholders opting for cash. This approach ensures equitable treatment relative to market prices and provides liquidity certainty for shareholders holding small parcels.

Post-Acquisition Corporate Structure and Subsidiary Status

After the scheme’s completion, Qoria Limited remains a legal entity but operates as a subsidiary of Aura Consolidated Group, Inc., no longer an independent listed company. All former Qoria shareholders now hold Aura CDIs representing ownership in the parent company rather than the subsidiary. This structure is typical for acquisitions via scheme of arrangement.

As a delisted subsidiary, Qoria is exempt from ASX listing rules and continuous disclosure but remains subject to the Corporations Act and corporate law. The newly appointed board reflects integration into Aura’s governance framework. Qoria’s ongoing role within Aura will align with the parent company’s strategic and operational objectives. Investors seeking exposure to Qoria’s assets now hold Aura CDIs representing equity in the combined group.

Regulatory Approvals and Scheme Booklet References

The scheme was implemented after fulfilling all conditions precedent and obtaining regulatory approvals under Part 5.1 of the Corporations Act 2001 (Cth). Capitalised terms reference definitions in the Scheme Booklet released by Qoria to the ASX on 27 May 2026, which detailed the transaction, valuations, and shareholder voting procedures. The booklet also outlined the capital raise and election options, including the Direct Cash-Out Facility.

The legal framework required court approval and majority shareholder consent before implementation. Shareholder and court approvals, along with ASX waivers and regulatory consents, enabled completion on the specified dates. The update confirms all steps—share transfers, scheme consideration issuance, conditional trading, and settlement—have been finalized.

Investor Transition and Timeline for Aura CDI Normal Trading

Former Qoria shareholders now hold Aura CDIs with normal unrestricted trading commencing Monday, 20 July 2026, on a T+2 settlement basis. This concludes the conditional and deferred settlement trading phase that began on Thursday, 9 July 2026, at 12:00pm AEST. The phased transition facilitates orderly market integration and liquidity establishment.

Cash payments to Non-Electing Unmarketable Parcel Shareholders are expected by Friday, 24 July 2026, completing settlement within four days of normal trading commencement. This schedule aligns with standard ASX settlement conventions and ensures an orderly conclusion to the transaction. Trading in Qoria shares ceased on 8 July 2026, with the interim period dedicated to conditional settlement.

Contact Details for Further Information

Shareholders seeking information about the scheme implementation, shareholder considerations, or related matters should contact Tim Levy, Managing Director, or Kane Hannan, Head of Corporate and Investor Relations. They can provide details on the transaction completion and transition to Aura CDI ownership. Shareholders are also advised to consult communications from brokers or custodians regarding share conversion and required actions.

The announcement includes technical and financial details for shareholders to understand the implementation and their new holdings. Additional information about the Direct Cash-Out Facility is available in Section 4.7 of the Scheme Booklet. Qoria’s registered office is at Ground Floor & Level 1, 177 St Georges Terrace, Perth WA 6000. Enquiries can be directed to [email protected] or via the contact information provided in the announcement.