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6-K 1 ef20057589_6k.htm 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 6-K


REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934

Date: October 23, 2025
Commission File Number: 001-41338

IperionX Limited
(Translation of registrant’s name into English)


129 W Trade Street, Suite 1405
Charlotte, North Carolina
(Address of principal executive offices)


Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 
Form 20-F ☒
Form 40-F ☐


EXHIBIT INDEX

The following exhibits are filed as part of this Form 6-K:

Exhibit
  
Description
   
 
Notice of Annual General Meeting


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
IPERIONX LIMITED
 
(registrant)
   
Date: October 23, 2025
By:
 /s/ Marcela Castro 
 
 
Name: Marcela Castro
 
Title:   Chief Financial Officer


EX-99.1 2 ef20057589_ex99-1.htm EXHIBIT 99.1
Exhibit 99.1




IPERIONX LIMITED
ACN 618 935 372
 

NOTICE OF ANNUAL GENERAL MEETING
 
The Annual General Meeting of the Company will be held at the
Conference Room, Ground Floor, 28 The Esplanade, Perth WA 6000
on Friday, 28 November 2025 at 9:00am (AWST).

 
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
 



IPERIONX LIMITED
ACN 618 935 372
 
NOTICE OF ANNUAL GENERAL MEETING
 
Notice is hereby given that the annual general meeting of shareholders of IperionX Limited (Company) will be held at the Conference Room, Ground Floor, 28 The Esplanade, Perth WA 6000 on Friday, 28 November 2025 at 9:00am (AWST) (Meeting).
 
If it becomes necessary or appropriate to make alternative arrangements to those detailed in this Notice, Shareholders will be updated via the ASX announcements platform and on the Company’s website at www.iperionx.com.
 
The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.
 
The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Wednesday, 26 November 2025 at 5:00pm (AWST).
 
The Company advises that a poll will be conducted for all Resolutions.
 
Terms and abbreviations used in this Notice (including the Explanatory Memorandum) are defined in Schedule 1.
 
AGENDA
Annual Report
 
To consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2025, which includes the Financial Report, the Directors' Report and the Auditor's Report.
1
Resolution 1 – Remuneration Report
 
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
 
"That, pursuant to and in accordance with section 250R(2) of the Corporations Act and for all other purposes, approval is given by the Shareholders for the adoption of the Remuneration Report on the terms and conditions in the Explanatory Memorandum."
 
Voting Prohibition
 
A vote on this Resolution must not be cast:
 

 (a)
by or on behalf of a member of the Key Management Personnel or a Closely Related Party of such member, regardless of the capacity in which the vote is cast; or
 

 (b)
by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.
 
However, a vote may be cast by such persons if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:
 

 (a)
the person is appointed as a proxy that specifies the way the proxy is to vote on this Resolution; or
 

 (b)
the person is the Chairperson and the appointment of the Chairperson as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chairperson to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.
 
Page 1
2
Resolution 2 – Re-election of Mr Todd Hannigan as Director
 
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
 
 "That, pursuant to and in accordance with the Constitution and for all other purposes, Mr Todd Hannigan, Director, retires and being eligible pursuant to the Constitution, is re‑elected as a Director on the terms and conditions in the Explanatory Memorandum."
 
3
Resolution 3 – Re-election of Ms Beverly Wyse as Director
 
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
 
"That, pursuant to and in accordance with the Constitution and for all other purposes, Ms Beverly Wyse, Director, retires and being eligible pursuant to the Constitution, is re‑elected as a Director on the terms and conditions in the Explanatory Memorandum."
 
4
Resolution 4 – Re-election of Ms Melissa Waller as Director
 
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

"That, pursuant to and in accordance with the Constitution and for all other purposes, Ms Melissa Waller, Director, retires and being eligible pursuant to the Constitution, is re‑elected as a Director on the terms and conditions in the Explanatory Memorandum."
 
5
Resolution 5 – Re-election of Mr Vaughn Taylor as Director
 
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
 
"That, pursuant to and in accordance with the Constitution and for all other purposes, Mr Vaughn Taylor, Director, retires and being eligible pursuant to the Constitution, is re‑elected as a Director on the terms and conditions in the Explanatory Memorandum."
 
6
Resolution 6 – Re-election of Ms Lorraine Martin as Director
 
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
 
"That, pursuant to and in accordance with the Constitution and for all other purposes, Ms Lorraine Martin, Director, retires and being eligible pursuant to the Constitution, is re‑elected as a Director on the terms and conditions in the Explanatory Memorandum."
 
7
Resolution 7 – Election of Mr Tony Tripeny as Director
 
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

"That, pursuant to and in accordance with Listing Rule 14.4, articles 7.2(c) and 7.3(j) of the Constitution and for all other purposes, Mr Tony Tripeny, Director, who was appointed on 17 March 2025, retires and being eligible is elected as a Director on the terms and conditions in the Explanatory Memorandum."
 
8
Resolution 8 – Election of Non-Board Endorsed Candidate Mr Stephen Mayne as Director
 
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

"That, pursuant to and in accordance with Listing Rule 14.3, articles 7.2(c) and 7.2(f) of the Constitution and for all other purposes, Mr Stephen Mayne, a Shareholder who has nominated himself, is elected as a non-executive Director on the terms and conditions in the Explanatory Memorandum."

Page 2
9
Resolution 9 – Issue of RSUs to Non-Executive Director Ms Lorraine Martin
 
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
 
"That, pursuant to and in accordance with Listing Rule 10.11, Chapter 2E of the Corporations Act (including section 208 of the Corporations Act), and for all other purposes, Shareholders approve the issue of up to 28,131 RSUs to Ms Lorraine Martin (and/or her nominee(s)) on the terms and conditions in the Explanatory Memorandum."
 
Voting Exclusion
 
Listing Rules
 
The Company will disregard any votes cast in favour of this Resolution by or on behalf of Ms Lorraine Martin (and/or her nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of those persons.
 
However, this does not apply to a vote cast in favour of this Resolution by:
 

 (a)
a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way; or
 

 (b)
the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson decides; or
 

 (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:
 

 (i)
the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on this Resolution; and
 

 (ii)
the Shareholder votes on this Resolution in accordance with the directions given by the beneficiary to the Shareholder to vote in that way.
 
Voting Prohibition
 
Corporations Act
 
In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of Ms Lorraine Martin or any associate of Ms Lorraine Martin. However, a person described above may cast a vote on this Resolution if:
 

 (a)
it is cast as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and
 

 (b)
it is not cast on behalf of Ms Lorraine Martin or any associate of Ms Lorraine Martin.
 
Further, in accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.
 
However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and:
 

 (a)
the person is appointed as a proxy and the appointment specifies how the proxy is to vote on the Resolution; or
 

 (b)
the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote, but expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.

Page 3
10
Resolution 10 – Issue of RSUs to Non-Executive Director Mr Vaughn Taylor
 
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
 
"That, pursuant to and in accordance with Listing Rule 10.11, Chapter 2E of the Corporations Act (including section 208 of the Corporations Act), and for all other purposes, Shareholders approve the issue of up to 22,686 RSUs to Mr Vaughn Taylor (and/or his nominee(s)) on the terms and conditions in the Explanatory Memorandum."
 
Voting Exclusion
 
Listing Rules
 
The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Vaughn Taylor (and/or his nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of those persons.
 
However, this does not apply to a vote cast in favour of this Resolution by:
 

 (a)
a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way; or
 

 (b)
the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson decides; or
 

 (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:
 

 (i)
the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on this Resolution; and
 

 (ii)
the Shareholder votes on this Resolution in accordance with the directions given by the beneficiary to the Shareholder to vote in that way.
 
Voting Prohibition
 
Corporations Act
 
In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of Mr Vaughn Taylor or any associate of Mr Vaughn Taylor. However, a person described above may cast a vote on this Resolution if:
 

 (d)
it is cast as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and
 

 (e)
it is not cast on behalf of Mr Vaughn Taylor or any associate of Mr Vaughn Taylor.
 
Further, in accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.
 
However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and:
 

 (a)
the person is appointed as a proxy and the appointment specifies how the proxy is to vote on the Resolution; or
 

 (b)
the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote, but expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.
 
Page 4
11
Resolution 11 – Issue of RSUs to Non-Executive Director Ms Melissa Waller
 
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

"That, pursuant to and in accordance with Listing Rule 10.11, Chapter 2E of the Corporations Act (including section 208 of the Corporations Act), and for all other purposes, Shareholders approve the issue of up to 22,686 RSUs to Ms Melissa Waller (and/or her nominee(s)) on the terms and conditions in the Explanatory Memorandum."
 
Voting Exclusion
 
Listing Rules
 
The Company will disregard any votes cast in favour of this Resolution by or on behalf of Ms Melissa Waller (and/or her nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of those persons.
 
However, this does not apply to a vote cast in favour of this Resolution by:
 

 (a)
a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way; or
 

 (b)
the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson decides; or
 

 (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:
 

 (i)
the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on this Resolution; and
 

 (ii)
the Shareholder votes on this Resolution in accordance with the directions given by the beneficiary to the Shareholder to vote in that way.
 
Voting Prohibition
 
Corporations Act
 
In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of Ms Melissa Waller or any associate of Ms Melissa Waller. However, a person described above may cast a vote on this Resolution if:
 

 (d)
it is cast as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and
 

 (e)
it is not cast on behalf of Ms Melissa Waller or any associate of Ms Melissa Waller.
 
Further, in accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.
 
However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and:
 

 (a)
the person is appointed as a proxy and the appointment specifies how the proxy is to vote on the Resolution; or
 

 (b)
the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote, but expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.

Page 5
12
Resolution 12 – Issue of RSUs to Non-Executive Director Ms Beverly Wyse
 
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

"That, pursuant to and in accordance with Listing Rule 10.11, Chapter 2E of the Corporations Act (including section 208 of the Corporations Act), and for all other purposes, Shareholders approve the issue of up to 22,686 RSUs to Ms Beverly Wyse (and/or her nominee(s)) on the terms and conditions in the Explanatory Memorandum."
 
Voting Exclusion
 
Listing Rules
 
The Company will disregard any votes cast in favour of this Resolution by or on behalf of Ms Beverly Wyse (and/or her nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of those persons.
 
However, this does not apply to a vote cast in favour of this Resolution by:
 

 (a)
a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way; or
 

 (b)
the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson decides; or
 

 (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:
 

 (i)
the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on this Resolution; and
 

 (ii)
the Shareholder votes on this Resolution in accordance with the directions given by the beneficiary to the Shareholder to vote in that way.
 
Voting Prohibition
 
Corporations Act
 
In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of Ms Beverly Wyse or any associate of Ms Beverly Wyse. However, a person described above may cast a vote on this Resolution if:
 

 (d)
it is cast as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and
 

 (e)
it is not cast on behalf of Ms Beverly Wyse or any associate of Ms Beverly Wyse.
 
Further, in accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.
 
However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and:
 

 (a)
the person is appointed as a proxy and the appointment specifies how the proxy is to vote on the Resolution; or
 

 (b)
the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote, but expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.
 
Page 6
13
Resolution 13 – Issue of RSUs to Non-Executive Director Mr Tony Tripeny
 
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
 
"That, pursuant to and in accordance with Listing Rule 10.11, Chapter 2E of the Corporations Act (including section 208 of the Corporations Act), and for all other purposes, Shareholders approve the issue of up to 22,686 RSUs to Mr Tony Tripeny (and/or his nominee(s)) on the terms and conditions in the Explanatory Memorandum."
 
Voting Exclusion
 
Listing Rules
 
The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Tony Tripeny (and/or his nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of those persons.
 
However, this does not apply to a vote cast in favour of this Resolution by:
 

 (a)
a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way; or
 

 (b)
the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson decides; or
 

 (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:
 

 (i)
the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on this Resolution; and
 

 (ii)
the Shareholder votes on this Resolution in accordance with the directions given by the beneficiary to the Shareholder to vote in that way.
 
Voting Prohibition
 
Corporations Act
 
In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of Mr Tony Tripeny or any associate Mr Tony Tripeny. However, a person described above may cast a vote on this Resolution if:
 

 (d)
it is cast as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and
 

 (e)
it is not cast on behalf of Mr Tony Tripeny or any associate Mr Tony Tripeny.
 
Further, in accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.
 
However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and:
 

 (f)
the person is appointed as a proxy and the appointment specifies how the proxy is to vote on the Resolution; or
 

 (g)
the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote, but expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.
 
Page 7
BY ORDER OF THE BOARD
 
/s/ Gregory Swan
 
Gregory Swan
 
Company Secretary
 
 
 
Dated: 20 October 2025
 

Page 8
IPERIONX LIMITED
ACN 618 935 372

 
EXPLANATORY MEMORANDUM

1
Introduction
 
This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting.

This Explanatory Memorandum should be read in conjunction with and forms part of the Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions.
 
This Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:
 
Section 1
Introduction
Section 2
Action to be taken by Shareholders
Section 3
Annual Report
Section 4
Resolution 1 – Remuneration Report
Section 5
Resolution 2 – Re-election of Mr Todd Hannigan as Director
Section 6
Resolution 3 – Re-election of Ms Beverly Wyse as Director
Section 7
Resolution 4 – Re-election of Ms Melissa Waller as Director
Section 8
Resolution 5 – Re-election of Mr Vaughn Taylor as Director
Section 9
Resolution 6 – Re-election of Ms Lorraine Martin as Director
Section 10
Resolution 7 – Election of Mr Tony Tripeny as Director
Section 11
Resolution 8 – Election of Non-Board Endorsed Candidate Mr Stephen Mayne as Director
Section 12
Resolutions 9 to 13 (inclusive) – Issue of RSUs to Non-Executive Directors Ms Lorraine Martin, Mr Vaughn Taylor, Ms Melissa Waller, Ms Beverly Wyse, Mr Tony Tripeny
Schedule 1
Definitions
Schedule 2
Terms and Conditions of RSUs
 
A Proxy Form is located at the end of this Explanatory Memorandum.
 
2
Action to be taken by Shareholders
 
Shareholders should read the Notice including this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.
 
The Company advises that a poll will be conducted for all Resolutions.
 
2.1
Proxies
 
A Proxy Form is attached to the Notice.  This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place.  All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Returning the Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.
 
Please note that:
 

 (a)
a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
 

 (b)
a proxy need not be a member of the Company; and
 
Page 9

 (c)
a member of the Company 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.
 
Proxy Forms must be received by the Company no later than 9:00am (AWST) on Wednesday, 26 November 2025, being at least 48 hours before the Meeting.
 
The Proxy Form provides further details on appointing proxies and lodging Proxy Forms.
 
2.2
Voting Prohibition by Proxy holders (Remuneration of Key Management Personnel)
 
A vote on Resolution 1 must not be cast:
 

 (a)
by or on behalf of a member of the Key Management Personnel or a Closely Related Party of such member, regardless of the capacity in which the vote is cast; or
 

 (b)
by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.
 
However, a vote may be cast by such persons if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:
 

 (a)
the person is appointed as a proxy that specifies the way the proxy is to vote on this Resolution; or
 

 (b)
the person is the Chairperson and the appointment of the Chairperson as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chairperson to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.
 
2.3
Attendance at Meeting
 
To vote in person, Shareholders are able to attend the Meeting at the time, date and place set out above.  Based on the best information available to the Board at the time of the Notice, the Board considers it will be in a position to hold an 'in-person' meeting to provide Shareholders with a reasonable opportunity to participate in and vote at the Meeting. If it becomes necessary or appropriate to make alternative arrangements to those detailed in this Notice, Shareholders will be updated via the ASX announcements platform and on the Company’s website at www.iperionx.com.
 
3
Annual Report
 
In accordance with section 317(1) of the Corporations Act, the Annual Report must be laid before the annual general meeting.  There is no requirement for Shareholders to approve the Annual Report.
 
At the Meeting, Shareholders will be offered the opportunity to:
 

 (a)
discuss the Annual Report which is available online at www.iperionx.com;
 

 (b)
ask questions about, or comment on, the management of the Company; and
 

 (c)
ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report.
 
In addition to taking questions at the Meeting, written questions to the Chairperson about the management of the Company, or to the Company's auditor about:
 

 (a)
the preparation and the content of the Auditor's Report;
 

 (b)
the conduct of the audit;
 

 (c)
accounting policies of the Company in relation to the preparation of the financial statements; and
 

 (d)
the independence of the auditor in relation to the conduct of the audit,
 
may be submitted no later than five business days before the Meeting to the Company Secretary at the Company's registered office.
 
4
Resolution 1 – Remuneration Report
 
In accordance with section 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Directors' Report contains the Remuneration Report which sets out the remuneration policy for the Company and the remuneration arrangements in place for the executive Directors, specified executives and Non‑Executive Directors.
 
Page 10
In accordance with section 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors.  If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report.
 
Shareholders will have the opportunity to remove the whole Board except the Managing Director if the Remuneration Report receives a 'no' vote of 25% or more (Strike) at two consecutive annual general meetings.
 
Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the Managing Director) who were in office at the date of approval of the applicable Directors' Report must stand for re‑election.
 
The Remuneration Report did not receive a Strike at the 2024 annual general meeting. Please note if the Remuneration Report receives a Strike at this Meeting and if a second Strike is received at the 2026 annual general meeting, this may result in the re-election of the Board.
 
The Chairperson will allow reasonable opportunity for Shareholders to ask questions about or comment on the Remuneration Report.
 
Resolution 1 is an ordinary resolution.
 
The Chairperson intends to exercise all available proxies in favour of Resolution 1.
 
If the Chairperson is appointed as your proxy and you have not specified the way the Chairperson is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chairperson with an express authorisation for the Chairperson to vote the proxy in accordance with the Chairperson's intention, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
 
5
Resolution 2 – Re-election of Mr Todd Hannigan as Director
 
Under the Constitution of the Company, Directors are required to retire by rotation, and may see re-election, every three years. However, having regard to feedback from Shareholders, all Directors will retire at the Meeting and present themselves for re-election.
 
Resolution 2 provides that Mr Todd Hannigan retires and seeks re-election as a Director.
 
Details of Mr Todd Hannigan’s qualifications and experience are set out in the Annual Report.
 
Resolution 2 is an ordinary resolution.
 
The Board (excluding Mr Todd Hannigan) supports the election of Mr Todd Hannigan and recommends that shareholders vote in favour of Resolution 2.
 
6
Resolution 3 – Re-election of Ms Beverly Wyse as Director
 
Under the Constitution of the Company, Directors are required to retire by rotation, and may see re-election, every three years. However, having regard to feedback from Shareholders, all Directors will retire at the Meeting and present themselves for re-election.

Resolution 3 provides that Ms Beverly Wyse retires and seeks re-election as a Director.
 
Details of Ms Beverly Wyse’s qualifications and experience are set out in the Annual Report.
 
Resolution 3 is an ordinary resolution.
 
The Board (excluding Ms Beverly Wyse) supports the election of Ms Beverly Wyse and recommends that shareholders vote in favour of Resolution 3.
 
7
Resolution 4 – Re-election of Ms Melissa Waller as Director
 
Under the Constitution of the Company, Directors are required to retire by rotation, and may see re-election, every three years. However, having regard to feedback from Shareholders, all Directors will retire at the Meeting and present themselves for re-election.
 
Page 11
Resolution 4 provides that Ms Melissa Waller retires and seeks re-election as a Director.
 
Details of Ms Melissa Waller’s qualifications and experience are set out in the Annual Report.
 
Resolution 4 is an ordinary resolution.
 
The Board (excluding Ms Melissa Waller) supports the election of Ms Melissa Waller and recommends that shareholders vote in favour of Resolution 4.
 
8
Resolution 5 – Re-election of Mr Vaughn Taylor as Director
 
Under the Constitution of the Company, Directors are required to retire by rotation, and may see re-election, every three years. However, having regard to feedback from Shareholders, all Directors will retire at the Meeting and present themselves for re-election.
 
Resolution 5 provides that Mr Vaughn Taylor retires and seeks re-election as a Director.
 
Details of Mr Vaughn Taylor’s qualifications and experience are set out in the Annual Report.
 
Resolution 5 is an ordinary resolution.
 
The Chairperson intends to exercise all available proxies in favour of Resolution 5.
 
The Board (excluding Mr Vaughn Taylor) supports the election of Mr Vaughn Taylor and recommends that shareholders vote in favour of Resolution 6.
 
9
Resolution 6 – Re-election of Ms Lorraine Martin as Director
 
Under the Constitution of the Company, Directors are required to retire by rotation, and may see re-election, every three years. However, having regard to feedback from Shareholders, all Directors will retire at the Meeting and present themselves for re-election.
 
Resolution 6 provides that Ms Lorraine Martin retires and seeks re-election as a Director.
 
Details of Ms Lorraine Martin’s qualifications and experience are set out in the Annual Report.
 
Resolution 6 is an ordinary resolution.
 
The Board (excluding Ms Lorraine Martin) supports the election of Ms Lorraine Martin and recommends that shareholders vote in favour of Resolution 6.
 
10
Resolution 7 – Election of Mr Tony Tripeny as Director
 
In accordance with Listing Rule 14.4, a director appointed as an addition to the Board must not hold office (without re-election) past the next annual general meeting of the entity.
 
Article 7.2(b) of the Constitution allows the Directors to appoint a person as an addition to the Board at any time. Any Director so appointed holds office until the next annual general meeting of members of the Company and is eligible for re-election at that meeting under article 7.3(j) of the Constitution.
 
Mr Tony Tripeny was appointed on March 17, 2025 as an addition to the Board. Resolution 7 provides that he retires from office and seeks election as a Director.
 
Details of Mr Tony Tripeny’s qualifications and experience are set out in the Annual Report.
 
Resolution 7 is an ordinary resolution.
 
The Chairman intends to exercise all available proxies in favour of Resolution 7.
 
The Board (excluding Mr Tony Tripeny) supports the election of Mr Tony Tripeny and recommends that shareholders vote in favour of Resolution 7.
 
11
Resolution 8 – Election of Non-Board Endorsed Candidate Mr Stephen Mayne as Director
 
11.1
General
 
By notice to the Company received on 10 October 2025, Mr Stephen Mayne, an external non-board endorsed candidate, has nominated himself to stand for election as a non-executive Director in accordance with clause 7.2(f) of the Constitution.
 
Page 12
The Board has considered Mr Mayne’s nomination and recommends shareholders vote AGAINST Mr Mayne’s election as a director for the reasons set out below.
 
If Resolution 8 is passed, Mr Mayne will be elected to the Board.
 
If Resolution 8 is not passed, Mr Mayne will not be elected to the Board.
 
Resolution 8 is an ordinary resolution.
 
The Chairperson intends to exercise all available undirected proxies against Resolution 8.
 
11.2
Resolution NOT supported by Board
 
Mr Mayne has provided biographical details for inclusion in this Notice. Other than the biographical detail outlined below, the Company has little knowledge of Mr Mayne, his bona fides, experiences or attributes he would bring to the Board.
 
Mr Mayne’s nomination was received shortly before finalising this Notice and the Company has not yet completed the standard probity checks it applies to prospective directors consistent with the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations, including verification of qualifications and experience, Australian and U.S. criminal and regulatory checks, independence and conflicts assessments, and fitness‑and‑propriety assessments.
 
Mr Mayne has not met any of these requirements to date.
 
If a majority of shareholders vote in favour of Mr Mayne’s election, Mr Mayne ’s election as a director will become effective even if he has not satisfied the Company’s standard requirements for director candidates and met associated regulatory requirements.
 
As at the date of this Notice, to the best of the Company's knowledge, Mr Mayne holds 61 Shares in the Company.
 
The Board does not support the election of Mr Stephen Mayne and recommends that shareholders vote AGAINST Resolution 8.
 
11.3
Information provided by Mr Mayne
 
Mr Mayne requested the following information be included in this Notice. The information has not been verified by the Company.
 
“Stephen Mayne, 56. BCom (Melb). GAICD. Stephen is a Walkley Award-winning business journalist and Australia’s best known retail shareholder advocate. He was the founder of www.crikey.com.au, publishes the corporate governance website www.maynereport.com, writes regular columns for The Intelligent Investor and co-hosts The Money Café podcast with Alan Kohler. His governance experience includes 8 years as a City of Manningham councillor in Melbourne’s eastern suburbs, a 4-year term (2012-2016) as a City of Melbourne councillor where he chaired the Finance and Governance committee, 5 years on the Australian Shareholders’ Association board and asking questions at more than 1100 ASX listed company AGMs since 1998. Stephen nominated for the IperionX board out of concern that it has once again chosen to run a physical AGM in Perth on the last possible day for June 30 balance date companies, being the final Friday in November. More than 200 ASX listed companies did this in 2024, making it logistically impossible for retail shareholders to attend many of these meetings. Perth is the world’s most isolated major city and companies like IperionX, which is capitalised at around $2.7 billion and has 4,000 shareholders, should be offering hybrid AGMs with both a physical location and the ability for shareholders to vote and ask questions live online during proceedings. More than 300 ASX listed companies already do this. Mr Mayne also believes the company should transition to a conventional governance model with an independent non-executive chair. He notes that IperionX has a history of doing big end of town placements with no follow on SPP for retail shareholders and believes his presence on the board would reduce the prospect of this happening again. Contact Stephen by email at Stephen@maynereport.com or via www.maynereport.com.”
 
11.4
Board response to statements made by Mr Mayne
 
To assist shareholders, the Board provides the following clarifications regarding the Company’s governance settings, capital formation approach, and format of annual general meetings.
 
Board leadership and independence
 
During the year ended 30 June 2025, the Company appointed Ms Lorraine Martin as Lead Independent Director to provide additional independent leadership to assist the Executive Chairman. This is disclosed in the Company’s 2025 Corporate Governance Statement.
 
Page 13
Further, the Executive Chairman is not a member of any of the Board’s committees. As at 30 June 2025, the Board’s standing committees were comprised entirely of independent non‑executive directors, as follows:
 

 •
Nominating & Governance Committee: Melissa Waller (Chair), Lorraine Martin, Tony Tripeny, and Beverly Wyse.
 

 •
Audit Committee: Tony Tripeny (Chair), Vaughn Taylor, and Beverly Wyse.
 

 •
Compensation Committee: Vaughn Taylor (Chair), Melissa Waller, and Beverly Wyse.
 
As reflected by these committee compositions, the Executive Chairman, Mr Todd Hannigan, is not a member of the Audit, Compensation, or Nominating & Governance Committees.
 
Capital formation
 
The Company’s capital management objective to lower the cost of capital while providing timely funding for capital investments to scale its U.S. titanium manufacturing platform. Capital raisings are designed to support the Company’s growth, maintain a high‑quality shareholder base, minimise dilution, and ensure efficient execution that delivers the optimum net outcome for all shareholders.
 
Consistent with these objectives, the Board prioritises outcomes characterised by strong shareholder support, and constructive post‑raise share performance, which the Board believes serve IperionX shareholders better than alternative structures that typically entail higher frictional costs or extended execution risk. The Board will continue to assess prevailing market conditions, regulatory settings across the Company’s dual listings, and shareholder feedback when determining the most appropriate capital‑formation pathway at any given time.
 
AGM format and accessibility
 
The Company is dual‑listed on Nasdaq and the ASX and operates as a U.S.‑based titanium manufacturing and technology company. The Board’s approach is to meet all legal and ASX requirements on meeting conduct and notice while balancing cost, practicality and shareholder accessibility across jurisdictions. The Board will continue to review meeting formats noting dual‑listing constraints that may apply.
 
Engagement with all shareholders (including retail holders)
 
The Company maintains extensive, regular communication with shareholders through ASX announcements, SEC filings, results, presentations, press releases, meetings and an opt‑in investor news service. This includes ongoing engagement with retail shareholders, many of whom have supported the Company’s successful strategy since 2021.
 
11.5
Why is the Board not in support of Resolution 8
 
For the reasons outlined below, the Board does not support the election of Mr Mayne to the Board and unanimously recommends that Shareholders vote AGAINST this resolution.
 
The Board maintains a structured Nominating & Governance Committee process to identify, diligence and recommend candidates against the Board’s skills matrix and the Company’s strategic requirements. The Company is a U.S.-based titanium technology and manufacturing company with dual listings on Nasdaq and the ASX, and with operations, customers and suppliers concentrated in the United States. Directors must therefore possess skills and experience that enable effective oversight of an advanced materials industrial business operating in the U.S. market.
 
The Board has considered Mr Mayne’s nomination to the Board and the Board does not consider, based on the limited information that Mr Mayne has provided to the Company, Mr Mayne to have skills or experience that are not otherwise provided by existing members of the Board or that could add value to the Board for the benefit of all Shareholders.
 
Having regard to the nature and scale of the Company’s business, the complexity of its markets, and the Board’s obligation to ensure the right mix of skills, experience, tenure and diversity to govern a dual‑listed, advanced titanium manufacturing business, the Directors unanimously believe it is not in shareholders’ best interests to elect Mr Mayne and therefore recommend that shareholders vote AGAINST Resolution 8.
 
Page 14
12
Resolutions 9, 10, 11, 12, and 13 – Issue of RSUs to Non-Executive Directors
 
12.1
General
 
Resolutions 9, 10, 11, 12 and 13 seek Shareholder approval, pursuant to Listing Rule 10.11 and Chapter 2E of the Corporations Act, for the issue of up to an aggregate of 118,875 RSUs to the Non-Executive Directors as follows:
 

 (a)
up to 28,131 RSUs to Ms Lorraine Martin (and/or her nominee(s)) pursuant to Resolution 9;
 

 (b)
up to 22,686 RSUs to Mr Vaughn Taylor (and/or his nominee(s)) pursuant to Resolution 10;
 

 (c)
up to 22,686 RSUs to Ms Melissa Waller (and/or her nominee(s)) pursuant to Resolution 11;
 

 (d)
up to 22,686 RSUs to Ms Beverly Wyse (and/or her nominee(s)) pursuant to Resolution 12; and
 

 (e)
up to 22,686 RSUs to Mr Tony Tripeny (and/or his nominee(s)) pursuant to Resolution 13.
 
Subject to shareholder approval, the Company has agreed, on an annual basis commencing from the Meeting:
 

 (a)
to grant Ms Lorraine Martin (the lead independent Director) such number of RSUs calculated by dividing US$155,000 by the VWAP of a share on ASX over the 5 trading days immediately prior to the date of the notice of annual general meeting of shareholders; and
 

 (b)
to grant all other Non-Executive Directors such number of RSUs calculated by dividing US$125,000 by the VWAP of a share on ASX over the 5 trading days immediately prior to the date of the notice of annual general meeting of shareholders.
 
The VWAP of the Shares over the five (5) Trading Days immediately prior to the date of this Notice was A$8.52 (US$5.51).
 
In the Company’s present circumstances, the Board considers that the grant of the RSUs to the Non-Executive Directors is a cost effective and efficient reward for the Company to make as part of its Non-Executive Director compensation arrangements to appropriately incentivise the continued performance of Non-Executive Directors and is consistent with the strategic goals and targets of the Company.
 
The terms and conditions of the RSUs to be granted to the Non-Executive Directors (and/or their respective nominee(s)) are summarised in Schedule 2.
 
Resolutions 9, 10, 11, 12 and 13 are each an ordinary resolution.
 
12.2
Chapter 2E of the Corporations Act
 
Chapter 2E of the Corporations Act requires that for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:
 

 (a)
obtain the approval of the public company's members in the manner set out in sections 217 to 227 of the Corporations Act; and
 

 (b)
give the benefit within 15 months following such approval,
 
unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.
 
A "related party" includes a director of a company and "giving a financial benefit" is interpreted broadly. The RSUs to be granted (subject to Shareholder approval) constitutes the giving of a financial benefit as Ms Lorraine Martin, Mr Vaughn Taylor, Ms Melissa Waller, Ms Beverly Wyse and Mr Tony Tripeny are related parties of the Company by reason of being a Director.
 
The Company has determined to seek Shareholder approval of the purposes of Chapter 2E for the issue of up to an aggregate of 118,875 RSUs to the Non-Executive Directors (and/or their respective nominee(s)).
 
Page 15
12.3
Specific Information required by section 219 of the Corporations Act
 
The following information is provided to Shareholders for the purposes of obtaining Shareholder approval for the purposes of section 219 of the Corporations Act for the financial benefits associated with the issue of the RSUs to Non-Executive Directors:
 

 (a)
the financial benefits relating to the issue of the RSUs are being provided to:
 

 (i)
Ms Lorraine Martin (and/or her nominee(s)) pursuant to Resolution 9;
 

 (ii)
Mr Vaughn Taylor (and/or his nominee(s)) pursuant to Resolution 10;
 

 (iii)
Ms Melissa Waller (and/or her nominee(s)) pursuant to Resolution 11;
 

 (iv)
Ms Beverly Wyse (and/or her nominee(s)) pursuant to Resolution 12; and
 

 (v)
Mr Tony Tripeny (and/or his nominee(s)) pursuant to Resolution 13.
 

 (b)
the maximum number of RSUs to be granted to:
 

 (i)
Ms Lorraine Martin (and/or her nominee(s)) is 28,131 RSUs;
 

 (ii)
Mr Vaughn Taylor (and/or his nominee(s)) is 22,686 RSUs;
 

 (iii)
Ms Melissa Waller (and/or her nominee(s)) is 22,686 RSUs;
 

 (iv)
Ms Beverly Wyse (and/or her nominee(s)) is 22,686 RSUs; and
 

 (v)
Mr Tony Tripeny (and/or his nominee(s)) is 22,686 RSUs.
 
Director
Number of RSUs
Expiry Date
Lorraine Martin
28,131
One year from date of issue
Vaughn Taylor
22,686
One year from date of issue
Melissa Waller
22,686
One year from date of issue
Beverly Wyse
22,686
One year from date of issue
Tony Tripeny
22,686
One year from date of issue
 

 (c)
Ms Lorraine Martin, Mr Vaughn Taylor, Ms Melissa Waller, Ms Beverly Wyse and Mr Tony Tripeny are being issued the RSUs as a cost-effective and efficient reward to incentivise their performance. The RSUs will be granted to Ms Lorraine Martin, Mr Vaughn Taylor, Ms Melissa Waller, Ms Beverly Wyse and Mr Tony Tripeny (and/or their respective nominee(s)) on the terms and conditions in Schedule 2;
 

 (d)
Ms Lorraine Martin, Mr Vaughn Taylor, Ms Melissa Waller, Ms Beverly Wyse and Mr Tony Tripeny each have a material personal interest in the outcome of Resolutions 9, 10, 11, 12 and 13 (respectively) and believe it inappropriate to make recommendations;
 

 (e)
the RSUs have an estimated value of A$8.52 per RSU (based on the underlying Share price of A$8.52, being the VWAP of the Shares over the five (5) Trading Days immediately prior to the date of this Notice). As a result, the total value attributed to the RSUs to be issued to Ms Lorraine Martin (and/or her respective nominee(s)) would be approximately A$239,537 (US$155,000) and the total value attributed to the RSUs to be issued to Mr Vaughn Taylor, Ms Melissa Waller, Ms Beverly Wyse and Mr Tony Tripeny (and/or their respective nominee(s)) would be approximately A$193,173 (US$125,000) each;
 

 (f)
the current remuneration package of:
 

 (i)
Ms Lorraine Martin consists of director fees of US$80,000 per annum plus additional fees for serving as a member of the Nominating and Governance Committee of the Board. In addition, Ms Martin has previously been granted 306,093 Options and 449,860 RSUs;
 

 (ii)
Mr Vaughn Taylor consists of director fees of US$50,000 per annum plus additional fees for serving as a member of the Audit Committee and Compensation Committee of the Board. In addition, Mr Taylor was previously granted 106,093 Options, 249,860 RSUs and 450,000 Performance Rights;
 

 (iii)
Ms Melissa Waller consists of director fees of US$50,000 per annum plus additional fees for serving as a member of the Compensation Committee and Nominating and Governance Committee of the Board. In addition, Ms Waller has previously been granted 306,093 Options and 449,860 RSUs;
 
Page 16

 (iv)
Ms Beverly Wyse consists of director fees of US$50,000 per annum plus additional fees for serving as a member of the Audit Committee, Compensation Committee and Nominating and Governance Committee of the Board. In addition, Ms Wyse has previously been granted 306,093 Options and 449,860 RSUs; and
 

 (v)
Mr Tony Tripeny consists of director fees of US$50,000 per annum plus additional fees for serving as a member of the Audit Committee and Nominating and Governance Committee of the Board. In addition, Mr Tripeny was previously granted 42,486 RSUs.
 

 (g)
the current security holdings of Ms Lorraine Martin, Mr Vaughn Taylor, Ms Melissa Waller, Ms Beverly Wyse and Mr Tony Tripeny (and/or their respective nominee(s)) in the Company are as follows:
 
 
Non-Executive
Director
 
Shares
  
 
Options
  
 
Rights
  
RSUs
  
 
Lorraine Martin
987,759
  
106,093
  
-
  
145,371
  
 
Vaughn Taylor
1,040,171
  
-
  
-
  
145,371
  
 
Melissa Waller
403,032
  
-
  
-
  
145,371
  
 
Beverly Wyse
556,489
  
106,093
  
-
  
145,371
  
 
Tony Tripeny
24,615
  
-
  
-
  
42,486
  
 

 (h)
if all the RSUs, subject to Resolutions 9, 10, 11, 12 and 13 are converted into Shares, a total of 118,875 Shares would be issued. This will increase the number of Shares on issue from 335,644,250 (being the total number of Shares on issue as at the date of this Notice) to   335,763,125 (assuming no further issues of Shares and no convertible securities vest or are exercised) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 0.04%;
 

 (i)
voting prohibition and voting exclusion statements are included in the Notice for the purposes of Resolutions 9, 10, 11, 12 and 13; and
 

 (j)
other than the information above and otherwise set out in the Notice, the Company believes that there is no other information that would be reasonably required by Shareholders to pass Resolutions 9, 10, 11, 12 and 13.
 
12.4
Listing Rule 10.11
 
The Company is proposing to issue up to 118,875 RSUs to Non-Executive Directors (and/or their nominees) without using up the Company's 15% placement capacity under Listing Rule 7.1.
 
Listing Rule 10.11.1 provides that unless one of the exceptions in Listing Rule 10.2 applies, a listed company must not issue or agree to issue Equity Securities to a related party unless it obtains the approval of its shareholders.
 
The issue of up to 118,875 RSUs to Non-Executive Directors (and/or their nominees) falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of the Company's Shareholders under Listing Rule 10.11.
 
As Shareholder approval is sought under Listing Rule 10.11, Shareholder approval is not required under Listing Rule 7.1. Accordingly, the issue of up to 118,875 RSUs to Non-Executive Directors (and/or their nominees) will not reduce the Company's 15% placement capacity for the purposes of Listing Rule 7.1 Exception 14.
 
If Resolutions 9, 10, 11, 12 and 13 are passed, the Company will be able to proceed with the issuance of 28,131 RSUs to Ms Lorraine Martin and 22,686 RSUs to each of Mr Vaughn Taylor, Ms Melissa Waller, Ms Beverly Wyse and Mr Tony Tripeny (respectively).
 
If Resolutions 9, 10, 11, 12 and 13 are not passed, the Company will not be able to proceed with the issuance of 28,131 RSUs to Ms Lorraine Martin and 22,686 RSUs to each of Mr Vaughn Taylor, Ms Melissa Waller, Ms Beverly Wyse and Mr Tony Tripeny (respectively) as part of their Non-Executive Director compensation arrangements and the Company will need to find alternative measures to compensate its Non-Executive Directors.
 
12.5
Specific Information required by Listing Rule 10.13
 
Listing Rule 10.13 requires that the following information be provided to Shareholders for the purpose of obtaining Shareholder approval for the grant of the RSUs:
 
Page 17

 (a)
the RSUs will be granted to:
 

 (i)
Ms Lorraine Martin (and/or her nominee(s)) pursuant to Resolution 9;
 

 (ii)
Mr Vaughn Taylor (and/or his nominee(s)) pursuant to Resolution 10;
 

 (iii)
Ms Melissa Waller (and/or her nominee(s)) pursuant to Resolution 11;
 

 (iv)
Ms Beverly Wyse (and/or her nominee(s)) pursuant to Resolution 12; and
 

 (v)
Mr Tony Tripeny (and/or his nominee(s)) pursuant to Resolution 13.
 

 (b)
Ms Lorraine Martin, Mr Vaughn Taylor, Ms Melissa Waller, Ms Beverly Wyse and Mr Tony Tripeny are Directors of the Company and therefore, are related parties under Listing Rule 10.11.1;
 

 (c)
the maximum number of RSUs to be granted to:
 

 (i)
Ms Lorraine Martin (and/or her nominee(s)) is 28,131 RSUs;
 

 (ii)
Mr Vaughn Taylor (and/or his nominee(s)) is 22,686 RSUs;
 

 (iii)
Ms Melissa Waller (and/or her nominee(s)) is 22,686 RSUs;
 

 (iv)
Ms Beverly Wyse (and/or her nominee(s)) is 22,686 RSUs; and
 

 (v)
Mr Tony Tripeny (and/or his nominee(s)) is 22,686 RSUs;
 

 (d)
the material terms of the RSUs are detailed in Schedule 2;
 

 (e)
the Company will grant the RSUs no later than 1 month after the date of the Meeting;
 

 (f)
the RSUs will be granted for nil consideration (and accordingly no funds will be raised by the issue);
 

 (g)
the RSUs are being issued to Ms Lorraine Martin, Mr Vaughn Taylor, Ms Melissa Waller, Ms Beverly Wyse and Mr Tony Tripeny as part of their Non-Executive Director compensation arrangements. The Company considers the issuance of RSUs to be a cost effective way to provide compensation benefits to directors, and it assists to align the interests of shareholders and Directors;
 

 (h)
the current remuneration package of:
 

 (i)
Ms Lorraine Martin consists of director fees of US$80,000 per annum plus additional fees for serving as a member of the Nominating and Governance Committee of the Board. In addition, Ms Martin has previously been granted 306,093 Options and 449,860 RSUs;
 

 (ii)
Mr Vaughn Taylor consists of director fees of US$50,000 per annum plus additional fees for serving as a member of the Audit Committee and Compensation Committee of the Board. In addition, Mr Taylor was previously granted 106,093 Options, 249,860 RSUs and 450,000 Performance Rights;
 

 (iii)
Ms Melissa Waller consists of director fees of US$50,000 per annum plus additional fees for serving as a member of the Compensation Committee and Nominating and Governance Committee of the Board. In addition, Ms Waller has previously been granted 306,093 Options and 449,860 RSUs; and
 

 (iv)
Ms Beverly Wyse consists of director fees of US$50,000 per annum plus additional fees for serving as a member of the Audit Committee, Compensation Committee and Nominating and Governance Committee of the Board. In addition, Ms Wyse has previously been granted 306,093 Options and 449,860 RSUs; and
 

 (v)
Mr Tony Tripeny consists of director fees of US$50,000 per annum plus additional fees for serving as a member of the Audit Committee and Nominating and Governance Committee of the Board. In addition, Mr Tripeny was previously granted 42,486 RSUs.
 

 (i)
the RSUs are being issued pursuant to appointment letters, the material terms of which are as follows:
 

 (i)
the duties and responsibilities of Ms Lorraine Martin, Mr Vaughn Taylor, Ms Melissa Waller, Ms Beverly Wyse and Mr Tony Tripeny are to perform all duties consistent with that of a Non-Executive Director of a publicly listed entity;
 
Page 18

 (ii)
the term of appointment Ms Lorraine Martin, Mr Vaughn Taylor, Ms Melissa Waller, Ms Beverly Wyse and My Tony Tripeny is ongoing subject to the Corporations Act and their successful re-election under the Company’s Constitution and the ASX Listing Rules;
 

 (iii)
the remuneration of Ms Lorraine Martin  consists of a fixed remuneration component of US$80,000 per annum plus additional fees for serving as a member of the Audit, Remuneration and Nomination and ESG committees of the Board (as applicable);
 

 (iv)
the remuneration of Mr Vaughn Taylor, Ms Melissa Waller, Ms Beverly Wyse and Mr Tony Tripeny consists of a fixed remuneration component of US$50,000 per annum plus additional fees for serving as a member of the Audit, Remuneration and Nomination and ESG committees of the Board (as applicable); and
 

 (v)
Ms Lorraine Martin, Mr Vaughn Taylor, Ms Melissa Waller, Ms Beverly Wyse and Mr Tony Tripeny will be reimbursed for all out-of-pocket expenses necessarily incurred in the performance of their duties as Non-Executive Directors; and
 

 (j)
voting exclusion statements are included in the Notice for the purposes of Resolutions 9, 10, 11, 12 and 13.
 
12.6
Board Recommendation
 
The Board (excluding Ms Lorraine Martin) recommends that Shareholders vote in favour of Resolution 9.
 
The Board (excluding Mr Vaughn Taylor) recommends that Shareholders vote in favour of Resolution 10.
 
The Board (excluding Ms Melissa Waller) recommends that Shareholders vote in favour of Resolution 11.
 
The Board (excluding Ms Beverly Wyse) recommends that Shareholders vote in favour of Resolution 12.
 
The Board (excluding Mr Tony Tripeny) recommends that Shareholders vote in favour of Resolution 13.
 
Page 19
Schedule 1
 
Definitions
 
In the Notice and this Explanatory Memorandum, words importing the singular include the plural and vice versa.
 
A$ means Australian Dollars.
 
Annual Report means the Directors' Report, the Financial Report and the Auditor's Report in respect to the financial year ended 30 June 2025.
 
ASIC means the Australian Securities and Investments Commission.
 
ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.
 
AWST means Australian Western Standard Time, being the time in Perth, Western Australia.
 
Auditor's Report means the auditor's report on the Financial Report.
 
Bid Shares means the bid class securities in respect of a proportional takeover bid.
 
Board means the board of Directors.
 
Chairperson means the person appointed to chair the Meeting, or any part of the Meeting, convened by the Notice.
 
Closely Related Party means:
 

 (a)
a spouse or child of the member; or
 

 (b)
has the meaning given in section 9 of the Corporations Act.
 
Company means IperionX Limited (ACN 618 935 372).
 
Constitution means the constitution of the Company as at the commencement of the Meeting.
 
Corporations Act means the Corporations Act 2001 (Cth).
 
Director means a director of the Company.
 
Directors' Report means the annual directors' report prepared under chapter 2M of the Corporations Act for the Company and its controlled entities.
 
Equity Security has the same meaning as in the Listing Rules.
 
Explanatory Memorandum means the explanatory memorandum which forms part of the Notice.
 
Financial Report means the annual financial report prepared under chapter 2M of the Corporations Act of the Company and its controlled entities.
 
Key Management Personnel means persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.
 
Listing Rules means the listing rules of ASX.
 
Managing Director means the managing director of the Company.
 
Meeting has the meaning in the introductory paragraph of the Notice.
 
Non-Executive Directors means the non-executive directors of the Company.
 
Notice means the notice of meeting which comprises of the notice, agenda, Explanatory Memorandum and Proxy Form.
 
Page 20
Option means an option which entitles the holder to subscribe for a Share in the capital of the Company.
 
Performance Right means a right to be issued a Share on the satisfaction of a specified vesting condition.
 
Proxy Form means the proxy form attached to the Notice.
 
Related Body Corporate has the meaning given in section 9 of the Corporations Act.
 
Remuneration Report means the remuneration report of the Company contained in the Directors' Report.
 
Resolution means a resolution contained in the Notice.
 
RSU means an unquoted restricted stock unit that converts into a Share in the capital of the Company.
 
Schedule means a schedule to this Explanatory Memorandum.
 
Section means a section of this Explanatory Memorandum.
 
Security means a security in the Company.
 
Share means a fully paid ordinary share in the capital of the Company.
 
Shareholder means a shareholder of the Company.
 
Strike has the meaning given in Section 4.
 
Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.
 
US$ means United States Dollars.
 
VWAP means volume weighted average price.
 
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Schedule 2
 
Terms and Conditions of RSUs
 
Offer of RSUs
 
1.1
Each RSU confers an entitlement to the holder (Holder) (and/or his or her nominee(s)) to be provided with one fully paid ordinary Share of the Company (Share) at no cost, upon the satisfaction of the Vesting Conditions (described below) specified by the Board in relation to that RSU.
 
Number of RSUs and Expiry Date
 
1.2
The Number of RSUs and Expiry Date for each are as follows:
 
Holder
Number of RSUs
Expiry Date
Ms Lorraine Martin
28,131
One year from date of issue
Ms Melissa Waller
22,686
One year from date of issue
Ms Beverly Wyse
22,686
One year from date of issue
Mr Vaughn Taylor
22,686
One year from date of issue
My Tony Tripeny
22,686
One year from date of issue
 
Vesting Conditions
 
1.3
Subject to the Holder's continuous service to the Company (Vesting Condition), all RSUs issued to the Holder will vest one year from the date of issue (Vesting Period).
 
1.4
Subject to clauses 1.5 and 1.6, RSUs will only vest and entitle the Holder to be issued Shares if the applicable Vesting Condition has been satisfied on or before the Expiry Date.
 
1.5
If a Holder ceases to be a Director during the Vesting Period due to:
 

 (a)
their resignation for any reason, other than the Holder having become disqualified or prohibited by law from being or acting as a director or from being involved in the management of a company;
 

 (b)
being either removed as a director of the Company, or is not re-elected as a director of the Company after having notified the Board of his or her willingness to be re-elected, in either case for any reason other than the Holder having become disqualified or prohibited by law from being or acting as a director or from being involved in the management of a company;
 

 (c)
their death or total and permanent disability; or
 

 (d)
their retirement or redundancy,
 
then:
 

 (e)
a pro-rata proportion of their unvested RSUs (calculated as a percentage of the Vesting Period that has elapsed on the date the holder ceases to be a Director) will automatically vest; and
 

 (f)
the remainder of the Holder's unvested RSUs will lapse,
 
unless the Board determines in its absolute discretion that another treatment of the Holder's RSUs will apply.
 
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1.6
If a Holder ceases to be a Director during the Vesting Period due to any other reason, all of the Holder's unvested RSUs will lapse, unless the Board determines in its absolute discretion that another treatment of the RSUs will apply. In exercising its discretion, the Board may (but is not obliged to) have regard to the proportion of the Vesting Period in relation to the relevant RSUs that has elapsed on the date the Holder ceases to be a Director.
 
Satisfaction of Vesting Condition
 
1.7
The Board will determine in its sole discretion whether (and, where applicable, to what extent) the Holder has satisfied the Vesting Conditions applicable to the RSUs. As soon as practicable after making that determination the Board must allot and issue, or transfer, the number of Shares for which the Holder is entitled to acquire upon satisfaction of the Vesting Conditions for the relevant number of RSUs held in accordance with clause 1.10.
 
Lapse of RSUs
 
1.8
The Expiry Date for each RSU is as detailed in clause 1.2.
 
1.9
Where RSUs have not satisfied the Vesting Condition on or before the Expiry Date, those RSUs will automatically lapse.
 
Timing of the Issue of Shares and Quotation
 
1.10
The Company must within twenty (20) business days after the later of the following:
 

 (a)
the satisfaction of the Vesting Conditions applicable to the RSUs; and
 

 (b)
when excluded information in respect of the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information, provided that in no event will the shares be issued to a Holder subject to section 409A of the US Internal Revenue Code be issued later than March 15 of the year following the year that includes satisfaction of the Vesting Conditions. If there is no such information, the relevant date will be the date the relevant Vesting Conditions are satisfied;
 
the Company will:
 

 (c)
allot and issue the Shares pursuant to the vesting of the RSUs;
 

 (d)
as soon as reasonably practicable and if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
 

 (e)
apply for official quotation on ASX of Shares issued pursuant to the vesting of the RSUs.
 
1.11
Notwithstanding clause 1.10 above, solely with respect to Holders who are not U.S. residents or to the extent such does not otherwise violate section 409A of the US Internal Revenue Code, the Company’s obligation to issue such Shares pursuant to clause 1.10(d) shall be postponed if such Holder at any time after the relevant Vesting Conditions are satisfied pursuant to clause 1.3 elects for the Shares to be issued to be subject to a holding lock for a period of twelve (12) months. Following any such election:
 

 (a)
the Shares to be issued or transferred will be held by such Holder on the Company's issuer sponsored sub-register (and not in a CHESS sponsored holding);
 

 (b)
the Company will apply a holding lock on the Shares to be issued or transferred and such Holder is taken to have agreed to that application of that holding lock;
 

 (c)
the Company shall release the holding lock on the Shares on the earlier to occur of:
 

 (i)
the date that is twelve (12) months from the date of issue of the Share; or
 

 (ii)
the date the Company issues a disclosure document that qualifies the Shares for trading in accordance with section 708A(11) of the Corporations Act; or
 
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 (iii)
the date a transfer of the Shares occurs pursuant to clause 1.11(d) of these terms and conditions; and
 

 (d)
Shares shall be transferable by such Holder and the holding lock will be lifted provided that the transfer of the Share complies with section 707(3) of the Corporations Act and, if requested by the Company, the transferee of the Shares agrees by way of a deed poll in favour of the Company to the holding lock applying to the Shares following its transfer for the balance of the period in clause 1.11(c).
 
Shares Issued
 
1.12
Shares issued on the satisfaction of the Vesting Conditions attaching to the RSUs rank equally with all existing Shares.
 
Quotation of the Shares Issued on Exercise
 
1.13
If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the vesting of the RSUs.
 
Reorganisation
 
1.14
If there is any reorganisation of the issued share capital of the Company, the terms of RSUs and the rights of the Holder who holds such RSUs will be varied, including an adjustment to the number of RSUs, in accordance with the ASX Listing Rules that apply to the reorganisation at the time of the reorganisation.
 
Holder Rights
 
1.15
A Holder who holds RSUs is not entitled to:
 

 (a)
notice of, or to vote or attend at, a meeting of the Shareholders;
 

 (b)
receive any dividends declared by the Company;
 

 (c)
any right to a return of capital, whether in winding up of the Company, upon a reduction of capital in the Company or otherwise;
 

 (d)
participate in any new issues of securities offered to Shareholders such as bonus issues or entitlement issues during the term of the RSUs; or
 

 (e)
cash for the RSUs or any right to participate in surplus assets of profits of the Company on winding up,
 
unless and until the RSUs vest and the Holder holds Shares.
 
Pro Rata Issue of Securities
 
1.16
If during the term of any RSU, the Company makes a pro rata issue of securities to the Shareholders by way of a rights issue, a Holder shall not be entitled to participate in the rights issue in respect of any RSUs, only in respect of Shares issued in respect of vested RSUs.
 
1.17
A Holder will not be entitled to any adjustment to the number of Shares they are entitled to or adjustment to any Vesting Conditions which is based, in whole or in part, upon the Company’s share price, as a result of the Company undertaking a rights issue.
 
Adjustment for Bonus Issue
 
1.18
If, during the term of any RSU, securities are issued pro rata to Shareholders generally by way of bonus issue, the number of Shares to which the Holder is then entitled, shall be increased by that number of securities which the Holder would have been issued if the RSUs then held by the Holder were vested immediately prior to the record date for the bonus issue.
 
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Change of Control
 
1.19
For the purposes of these terms and conditions, a "Change of Control Event" occurs if:
 

 (a)
the Company announces that its Shareholders have at a Court convened meeting of Shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement (excluding a merger by way of scheme of arrangement for the purposes of a corporate restructure (including change of domicile, or any reconstruction, consolidation, sub-division, reduction or return) of the issued capital of the Company) and the Court, by order, approves the scheme of arrangement;
 

 (b)
a Takeover Bid (as defined in the Corporations Act):
 

 (i)
is announced;
 

 (ii)
has become unconditional; and
 

 (iii)
the person making the Takeover Bid has a Relevant Interest (as defined in the Corporations Act) in fifty percent (50%) or more of the issued Shares;
 

 (c)
any person acquires a Relevant Interest in fifty and one-tenths percent (50.1%) or more of the issued Shares by any other means; or
 

 (d)
the announcement by the Company that a sale or transfer (in one transaction or a series of related transactions) of the whole or substantially the whole of the undertaking and business of the Company has been completed.
 
1.20
Where a Change of Control Event has (i) occurred or (ii) been announced by the Company and, in the opinion of the Board, will or is likely to occur, all granted RSUs which have not yet vested or lapsed shall automatically and immediately vest, regardless of whether any Vesting Conditions have been satisfied.
 
Quotation
 
1.21
The Company will not seek official quotation of any RSUs.
 
RSUs Not Property
 
1.22
A Holder's RSUs are personal contractual rights granted to the Holder only and do not constitute any form of property.
 
No Transfer of RSUs
 
1.23
Unless otherwise determined by the Board, RSUs cannot be transferred to or vest in any person other than the Holder, provided that upon the death of the Holder, any shares that have not yet been issued with respect to vested RSUs (including RSUs that vest on the Holder’s death) shall be issued to the representative of the Holder’s estate.
 

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