• Aura to acquire 100% of Qoria via scheme of arrangement
• Qoria shareholders to receive 1 CDI for every 17.2 Qoria shares, representing 35% ownership
• US$75 million equity placement from existing Aura shareholders at A$12.38 per CDI

Aura Consolidated Group, Inc. and Qoria Limited have entered into a Merger Implementation Deed under which Aura proposes to acquire 100% of Qoria's shares by way of a scheme of arrangement, subject to conditions including Qoria shareholder and court approval. Under the terms, Qoria shareholders will receive 1 CDI for every 17.2 ordinary shares of Qoria, representing 35% ownership in the combined entity on a fully diluted basis prior to a US$75 million equity placement. The transaction is expected to be value accretive to Qoria shareholders. Binding commitments of US$75 million have been received from existing Aura shareholders for an equity placement of CDIs in Aura at an expected price of approximately A$12.38 per CDI, which equates to an implied per share price to Qoria of A$0.72 and a pre-money equity value of the combined business of approximately A$3.0 billion. The merged entity is expected to have annual recurring revenue of over US$316 million as of 31 December 2025 and target positive free cash flow from the 2026 calendar year. The transaction is expected to increase the free float market capitalization and improve index relevance, potentially elevating the merged entity into the ASX200 Index.

The merged entity is targeting over 20% growth in annual recurring revenue in the 2026 calendar year and positive free cash flow from the 2026 calendar year.

The merger of Aura and Qoria will unite two mission-aligned industry leaders to establish a global industry leader in online safety and security. The combined entity will have an integrated product suite to deliver continuous protection across the digital landscape, unlocking powerful cross-selling opportunities and expanding its global reach.