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Exhibit
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Description
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Notice of General Meeting
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IPERIONX LIMITED
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(registrant)
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Date: August 29, 2025
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By:
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/s/ Marcela Castro |
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Name: Marcela Castro
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Title: Chief Financial Officer
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IPERIONX LIMITED
ACN 618 935 372
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NOTICE OF GENERAL MEETING
The general meeting of the Company will be held at
Conference Room, Ground Floor, 28 The Esplanade, Perth WA 6000
on Friday, October 3, 2025 at 10:00am (AWST).
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If the above arrangements with respect to the Meeting change, Shareholders will be updated via the ASX Market Announcements Platform.
This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional
adviser prior to voting.
Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 8 9322 6322
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1
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Resolution 1– Ratify the Issue of Institutional Placement Shares under Listing Rule 7.1
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(a) |
a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution in that way; or
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(b) |
the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or
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(c) |
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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(i) |
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this Resolution; and
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(ii) |
the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
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2
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Resolution 2 – Issue of Director Placement Shares to Mr Todd Hannigan
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(a) |
a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution in that way; or
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(b) |
the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or
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(c) |
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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(i) |
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this Resolution; and
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(ii) |
the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
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3
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Resolution 3 – Issue of Director Placement Shares to Ms Beverly Wyse
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(a) |
a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution in that way; or
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(b) |
the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or
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(c) |
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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(i) |
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this Resolution; and
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(ii) |
the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
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4
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Resolution 4 – Issue of Director Placement Shares to Mr Tony Tripeny
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(a) |
a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution in that way; or
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(b) |
the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or
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(c) |
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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(i) |
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this Resolution; and
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(ii) |
the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
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5
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Resolution 5 – Issue of Director Placement Shares to Ms Lorraine Martin
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(a) |
a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution in that way; or
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(b) |
the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or
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(c) |
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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(i) |
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this Resolution; and
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(ii) |
the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
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6
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Resolution 6 – Issue of Director Placement Shares to Mr Anastasios Arima
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(a) |
a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution in that way; or
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(b) |
the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or
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(c) |
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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(i) |
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this Resolution; and
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(ii) |
the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
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7
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Resolution 7 – Issue of Director Placement Shares to Mr Vaughn Taylor
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(a) |
a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution in that way; or
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(b) |
the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or
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(c) |
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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(i) |
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this Resolution; and
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(ii) |
the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
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1
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Introduction
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Section 1
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Introduction
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Section 2
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Action to be taken by Shareholders
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Section 3
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Background to Placement
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Section 4
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Resolution 1 – Ratify the Issue of Institutional Placement Shares under Listing Rule 7.1
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Section 5
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Resolutions 2, 3, 4, 5, 6 and 7 – Issue of Director Placement Shares to Mr Todd Hannigan, Ms Beverly Wyse, Mr Tony Tripeny, Ms Lorraine Martin, Mr Anastasios Arima and Mr Vaughn Taylor
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Schedule 1
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Definitions
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2
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Action to be taken by Shareholders
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| 2.1 |
Proxies
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(a) |
a Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy;
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(b) |
a proxy need not be a Shareholder; and
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(c) |
a Shareholder entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. Where the proportion or number is not specified, each proxy may exercise half
of the votes.
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| 2.2 |
Attendance at Meeting
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3
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Background to Placement
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(a) |
13,566,770 Shares (Institutional Placement Shares) to institutional, professional and sophisticated investors (Institutional Placement Participants),
identified by the lead manager, under the Company's existing Listing Rule 7.1 placement capacity; and
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(b) |
subject to Shareholder approval pursuant to Resolutions 2 to 7 (inclusive), an aggregate of 433,230 Shares (each a Director Placement Share) to Mr Todd Hannigan, Ms Beverly Wyse, Mr Tony Tripeny,
Ms Lorraine Martin, Mr Anastasios Arima and Mr Vaughn Taylor (together, the Participating Directors), as follows:
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Participating Director
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Director Placement Shares
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Mr Todd Hannigan
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300,000
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Ms Beverly Wyse
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52,000
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Mr Tony Tripeny
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24,615
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Ms Lorraine Martin
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24,615
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Mr Anastasios Arima
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16,000
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Mr Vaughn Taylor
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16,000
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4
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Resolution 1 – Ratify the Issue of Institutional Placement Shares under Listing Rule 7.1
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| 4.1 |
General
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| 4.2 |
Listing Rule 7.1
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| 4.3 |
Specific information required by Listing Rule 7.5
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(a) |
the Institutional Placement Shares were issued to professional and sophisticated investors who were identified through a bookbuild process, which involved Petra Capital Pty Limited, in consultation with the Company, seeking expressions
of interest from non-related and related parties of the Company to participate in the Placement. None of the participants in the Placement are related parties or associates of related parties of the Company other than the Participating
Directors and associates of the Participating Directors, members of the Company's key management personnel, existing substantial holders in the Company or an adviser to the Company or an associate of any of those persons. The Participating
Directors and their respective associates will not be issued Shares pursuant to the Placement which equal to more than 1% of the Company's issued capital;
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(b) |
13,566,770 Shares were issued pursuant to Listing Rule 7.1 on 29 July 2025;
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(c) |
the Institutional Placement Shares are fully paid ordinary shares of the Company and rank equally with the existing Shares on issue;
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(d) |
the Institutional Placement Shares were issued at A$5.00 per Share to raise A$67.8 million (before costs);
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(e) |
proceeds raised from the Placement will be used as detailed in Section 3;
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(f) |
the Institutional Placement Shares were issued under short form subscription letters pursuant to which the Institutional Placement Participants received Shares at an issue price of A$5.00 per Share;
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(g) |
Petra Capital Pty Limited acted as the lead manager to the Placement pursuant to an engagement letter on standard terms and conditions for a capital raising engagement letter. Petra Capital Pty Limited will receive a fee of 3.5% of gross
proceeds raised from the Placement; and
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(h) |
a voting exclusion statement is included in the Notice for Resolution 1.
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| 4.4 |
Board recommendation
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5
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Resolutions 2, 3, 4, 5, 6 and 7 – Issue of Director Placement Shares to Mr Todd Hannigan, Ms Beverly Wyse, Mr Tony Tripeny, Ms Lorraine Martin, Mr Anastasios
Arima and Mr Vaughn Taylor
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| 5.1 |
General
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Participating Director
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Director Placement Shares
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Mr Todd Hannigan
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300,000
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Ms Beverly Wyse
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52,000
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Mr Tony Tripeny
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24,615
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Ms Lorraine Martin
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24,615
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Mr Anastasios Arima
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16,000
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Mr Vaughn Taylor
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16,000
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TOTAL
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433,230
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| 5.2 |
Listing Rule 10.11
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(a) |
a related party;
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(b) |
a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;
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(c) |
a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them
a right or expectation to do so;
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(d) |
an associate of a person referred to in (a) to (c) above; or
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(e) |
a person whose relationship with the company or a person referred to in (a) to (d) above is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,
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(a) |
300,000 Director Placement Shares to Mr Hannigan (and/or his nominee(s)) pursuant to Resolution 2;
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(b) |
52,000 Director Placement Shares to Ms Beverly Wyse (and/or her nominee(s)) pursuant to Resolution 3;
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(c) |
24,615 Director Placement Shares to Mr Tony Tripeny (and/or his nominee(s)) pursuant to Resolution 4;
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(d) |
24,615 Director Placement Shares to Ms Lorraine Martin (and/or her nominee(s)) pursuant to Resolution 5;
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(e) |
16,000 Director Placement Shares to Mr Anastasios Arima (and/or his nominee(s)) pursuant to Resolution 6; and
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(f) |
16,000 Director Placement Shares to Mr Vaughn Taylor (and/or his nominee(s)) pursuant to Resolution 7.
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| 5.3 |
Specific information required by Listing Rule 10.13
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(a) |
the Company is proposing to issue Director Placement Shares to the Participating Directors (and/or their respective nominee(s)), as follows:
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(i) |
300,000 Director Placement Shares will be issued to Mr Todd Hannigan (and/or his nominee(s)) pursuant to Resolution 2;
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(ii) |
52,000 Director Placement Shares will be issued to Ms Beverly Wyse (and/or her nominee(s)) pursuant to Resolution 3;
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(iii) |
24,615 Director Placement Shares will be issued to Mr Tony Tripeny (and/or his nominee(s)) pursuant to Resolution 4;
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(iv) |
24,615 Director Placement Shares will be issued to Ms Lorraine Martin (and/or her nominee(s)) pursuant to Resolution 5;
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(v) |
16,000 Director Placement Shares will be issued to Mr Anastasios Arima (and/or his nominee(s)) pursuant to Resolution 6; and
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(vi) |
16,000 Director Placement Shares will be issued to Mr Vaughn Taylor (and/or his nominee(s)) pursuant to Resolution 7;
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(b) |
Mr Hannigan, Ms Wyse, Mr Tripeny, Ms Martin, Mr Arima and Mr Taylor fall within Listing Rule 10.11.1 as they are Directors and therefore, are related parties of the Company;
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(c) |
the maximum number of Director Placement Shares the Company will issue to the Participating Directors (and/or their respective nominee(s)) is as follows:
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Participating Director
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Director Placement Shares
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Mr Todd Hannigan
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300,000
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Ms Beverly Wyse
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52,000
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Mr Tony Tripeny
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24,615
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Ms Lorraine Martin
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24,615
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Mr Anastasios Arima
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16,000
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Mr Vaughn Taylor
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16,000
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TOTAL
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433,230
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(d) |
the Director Placement Shares to be issued to the Participating Directors are fully paid ordinary shares of the Company and rank equally in all respects with the existing Shares on issue;
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(e) |
the Company will issue the Director Placement Shares to the Participating Directors (and/or their respective nominee(s)) no later than one (1) month after the date of the Meeting (or such later date to the extent permitted by any ASX
waiver or modification of the Listing Rules);
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(f) |
the Director Placement Shares will be issued at an issue price of A$5.00 per Share (the same issue price of the Institutional Placement Shares) to raise approximately A$2.2 million;
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(g) |
proceeds raised from the Placement will be used as detailed in Section 3;
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(h) |
the Director Placement Shares will be issued under short form subscription letters pursuant to which the Participating Directors will receive, subject to Shareholder approval, Director Placement Shares at an issue price of A$5.00 per
Share;
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(i) |
the issue of the Director Placement Shares to the Participating Directors (and/or their respective nominee(s)) are not intended to incentivise and are not part the remuneration for the Participating Directors; and
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(j) |
voting exclusion statements are included in the Notice for Resolutions 2 to 7 (inclusive).
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| 5.4 |
Board recommendation
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