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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 Wednesday, 3 July 2024 at 9:00am (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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IPERIONX LIMITED
ACN 618 935 372
NOTICE OF GENERAL MEETING
Notice is hereby given that the general meeting of shareholders of IperionX Limited (Company) will be held at Conference Room, Ground Floor, 28 The Esplanade, Perth WA 6000 on Wednesday, 3 July 2024 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
Monday, 1 July 2024 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.
| 1 |
Resolution 1– Ratify the Issue of Institutional Placement Shares
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To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue of and agreement to issue 22,846,264 Shares at an issue
price of A$1.91 per Share pursuant to the Institutional Placement under Listing Rule 7.1 on the terms and conditions in the Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the Institutional Placement or an associate of those persons.
However, this does not apply to a vote cast in favour of this Resolution by:
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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 |
Resolution 2 – Issue of Director Placement Shares to Todd Hannigan
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To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:
"That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 3,173,092 Shares at an issue price of A$1.91 per
Share to Mr Todd Hannigan (and/or his nominee(s)) on the terms and conditions in the Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Todd Hannigan (and/or his nominee(s)) and any other person who will obtain a material benefit as a
result of the proposed issue of the Shares (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons).
However, this does not apply to a vote cast in favour of this Resolution by:
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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 |
Resolution 3 – Issue of Director Placement Shares to Lorraine Martin
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To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:
"That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 158,655 Shares at an issue price of A$1.91 per
Share to Ms Lorraine Martin (and/or her nominee(s)) on the terms and conditions in the Explanatory Memorandum."
Voting Exclusion
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 proposed issue of the Shares (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons).
However, this does not apply to a vote cast in favour of this Resolution by:
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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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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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BY ORDER OF THE BOARD
Mr Gregory Swan
Company Secretary
Dated: 30 May 2024
EXPLANATORY MEMORANDUM
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:
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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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Resolution 1 – Ratify the Issue of Institutional Placement Shares
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Section 4
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Resolution 2 – Issue of Director Placement Shares to Mr Todd Hannigan
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Section 5
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Resolution 3 – Issue of Director Placement Shares to Ms Lorraine Martin
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Schedule 1
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Definitions
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A Proxy Form is located at the end of this Explanatory Memorandum.
| 2 |
Action to be taken by Shareholders
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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.
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:
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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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Proxy Forms must be received by the Company no later than 9:00am (AWST) on Monday, 1 July 2024, being at least 48 hours before the Meeting.
The Proxy Form provides further details on appointing proxies and lodging Proxy Forms.
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Attendance at Meeting
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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 |
Resolution 1 – Ratify the Issue of Institutional Placement Shares
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| 3.1 |
Background to Placement
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On 15 May 2024, the Company announced a capital raising comprising of a placement of 26,178,011 Shares (Placement Shares) at an issue price of A$1.91 per
Share to institutional, professional and sophisticated investors and, subject to Shareholder approval, participation of Mr. Todd Hannigan (Executive Chairman) and Ms. Lorraine Martin (Non-Executive Director) to raise A$50,000,001 (before costs) (Placement).
The Placement comprises the issue of:
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22,846,264 Shares (Institutional Placement Shares) to institutional, professional and sophisticated investors (Institutional Placement
Participants) identified by the Company under the Company's existing Listing Rule 7.1 placement capacity (Institutional Placement), of which 22,476,381 Institutional Placement Shares were
issued on 22 May 2024 and the remaining 369,883 Institutional Placement Shares are expected to be issued after the Meeting on or about 9 July 2024;
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3,173,092 Shares to Mr Todd Hannigan (Executive Chairman), subject to Shareholder approval pursuant to Resolution 2 and 158,655 Shares to Ms Lorraine Martin (Non-Executive Director), subject to Shareholder approval pursuant to Resolution
3 (Director Placement) (the Hannigan Shares and Martin Shares, together comprise the Director Placement Shares).
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The proceeds from the Placement will be used to scale titanium manufacturing capacity at IperionX’s operations in Virginia, including new equipment at the Advanced Manufacturing Center, final
design and engineering studies to increase titanium production capacity to ~2,000 metric tons per annum at the Titanium Production Facility, and for general working capital and corporate purposes.
Refer to the Company's announcement dated 15 May 2024 for further details regarding the Placement.
Resolution 1 seeks Shareholder ratification, pursuant to and in accordance with Listing Rule 7.4 and all other purposes, for the issue of and agreement to issue the Institutional Placement
Shares (pursuant to the Company's capacity under Listing Rule 7.1) to the Institutional Placement Participants under the Institutional Placement.
Refer to Section 3.1 for details of the Institutional Placement.
Resolution 1 is an ordinary resolution.
The Chair intends to exercise all available proxies in favour of Resolution 1.
Subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12 month period to
15% of the fully paid ordinary securities it had on issue at the start of that period.
The issue and agreement to issue the Institutional Placement Shares did not fit within any of the exceptions to Listing Rule 7.1 and, as it has not yet been approved by Shareholders, it
effectively uses up part of the Company's 15% placement capacity under Listing Rule 7.1, thereby reducing the Company’s capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12 month period
following the issue of the Institutional Placement Shares.
Listing Rule 7.4 provides that if the Company in general meeting ratifies the previous issue of or agreement to issue Equity Securities pursuant to Listing Rule 7.1 (and provided that the
previous issue did not breach Listing Rule 7.1) those Equity Securities will be deemed to have been made with Shareholder approval for the purposes of Listing Rule 7.1.
If Resolution 1 is passed, the Company will retain the flexibility to issue Equity Securities in the future up to the 15% placement capacity under Listing Rule 7.1, effectively increasing the
number of Equity Securities it can issue without Shareholder approval for the 12 month period following the issue of the Institutional Placement Shares.
If Resolution 1 is not passed, the Institutional Placement Shares will be included in the Company's 15% placement capacity under Listing Rule 7.1 for the 12 month period following the issue of
the Institutional Placement Shares.
| 3.4 |
Specific information required by Listing Rule 7.5
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For the purposes of Shareholder ratification of the issue of Institutional Placement Shares to the Institutional Placement Participants and the requirements of Listing Rule 7.5, the following
information is provided:
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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 Bell Potter Securities Limited, in consultation with the Company seeking
expressions of interest to participate in the Institutional Placement from non-related parties of the Company. None of the participants in the Institutional Placement are related parties or associates of related parties of the Company;
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(b) |
a total of 22,846,264 Institutional Placement Shares were issued or are proposed to be issued pursuant to Listing Rule 7.1. 22,476,381 Institutional Placement Shares were issued on 22 May 2024 and the remaining 369,883 Institutional
Placement Shares are expected to be issued after the Meeting on or about 9 July 2024 being no later than 3 months after the date of the Meeting;
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(c) |
the Institutional Placement Shares are fully paid ordinary shares of the Company and rank equally with all other fully paid ordinary shares of the Company;
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the Institutional Placement Shares were issued at A$1.91 per Share to raise A$43,636,364 (before costs);
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the purpose of the issue of the Institutional Placement Shares is to raise A$43,636,364 (before costs) and proceeds from the Institutional Placement will be used to scale titanium manufacturing capacity at IperionX’s operations in
Virginia, including new equipment at the Advanced Manufacturing Center, final design and engineering studies to increase titanium production capacity to ~2,000 metric tons per annum at the Titanium Production Facility, and for general
working capital and corporate purposes (refer to Section 3.1 for further details);
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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$1.91 per Share;
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Bell Potter Securities Limited acted as lead manager to the Placement pursuant to an engagement letter on standard terms and conditions for a capital raising engagement letter. Canaccord Genuity (Australia) Limited acted as co-manager to
the Placement. The lead manager and co-manager will receive total fees of approximately A$1,300,442, representing approximately 2.6% of gross proceeds raised from the Placement; and
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a voting exclusion statement is included in the Notice for Resolution 1.
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The Board recommends that Shareholders approve Resolution 1.
| 4 |
Resolution 2 – Issue of Director Placement Shares to Todd Hannigan
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Resolution 2 seeks Shareholder approval, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, for the issue of 3,173,092 Shares to Mr Todd Hannigan to raise
A$6,060,606 under the Director Placement.
Mr Todd Hannigan has agreed that a 12-month voluntary escrow period will apply to these Shares.
Refer to Section 3.1 for details of the Director Placement.
Resolution 2 is an ordinary resolution.
The Chair intends to exercise all available proxies in favour of Resolution 2.
In accordance with Listing Rule 10.11, the Company must not issue securities to a related party of the Company unless it obtains Shareholder approval.
The issue of Director Placement Shares to Mr Hannigan (and/or his respective nominee(s)) falls within Listing Rule 10.11 as Mr Hannigan is a Director of the
Company, and does not fall within any of the exceptions in Listing Rule 10.12. Therefore, the issue of Director Placement Shares to Mr Hannigan requires Shareholder approval under Listing Rule 10.11.
Resolution 2 seeks Shareholder approval to issue 3,173,092 Shares to Mr Todd Hannigan pursuant to and in accordance with Listing Rule 10.11 and all other purposes.
The effect of passing Resolution 2 will allow the Company to issue 3,173,092 Shares to Mr Todd Hannigan (and/or his respective nominees) without using up the Company's 15% placement capacity
under Listing Rule 7.1.
As Shareholder approval is sought under Listing Rule 10.11, approval under Listing Rule 7.1 is not required pursuant to Listing Rule 7.2, exception 14. Accordingly, the grant of 3,173,092 Shares to Mr Todd Hannigan (and/or his respective nominees) pursuant to Resolution 2 will not reduce the Company's 15% placement capacity for the purposes of Listing Rule 7.1 Exception 14.
If Resolution 2 is passed, the Company will proceed with the issue of the Director Placement Shares no later than 1 month after the Meeting (or such longer period of time as ASX may in its
discretion allow) to Mr Todd Hannigan.
If Resolution 2 is not passed, the Company will not proceed with the issue of Director Placement Shares to Mr Todd Hannigan.
| 4.3 |
Specific information required by Listing Rule 10.13
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For the purposes of Shareholder approval of the issue of Shares to Mr Todd Hannigan and the requirements of Listing Rule 10.13, the following information is provided:
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(a) |
the Company intends to issue Director Placement Shares under the Director Placement to Mr Todd Hannigan (and/or his nominee(s)), a Director. Mr. Todd Hannigan falls within Listing Rule 10.11.1 by virtue of being a Director;
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(b) |
a maximum of 3,173,092 Director Placement Shares will be issued to Mr. Todd Hannigan;
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(c) |
the Director Placement Shares are fully paid ordinary shares of the Company and rank equally in all respects with the Company's existing Shares on issue;
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(d) |
the Director Placement Shares will be issued to Mr Todd Hannigan no later than 1 month after the date of the Meeting;
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(e) |
the Director Placement Shares will be issued at an issue price of A$1.91 per Share (the same as the issue price of the Institutional Placement Shares) to raise approximately A$6,060,606;
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the purpose of the issue of the Director Placement Shares is to raise A$6,060,606 (before costs) and proceeds from the Director Placement will be used to scale titanium manufacturing capacity at IperionX’s operations in Virginia,
including new equipment at the Advanced Manufacturing Center, final design and engineering studies to increase titanium production capacity to ~2,000 metric tons per annum at the Titanium Production Facility, and for general working capital
and corporate purposes (refer to Section 3.1 for further details);
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the Director Placement Shares will be issued under short form subscription letters pursuant to which Mr Todd Hannigan will receive, subject to Shareholder approval, Shares at an issue price of A$1.91 per Share; and
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a voting exclusion statement is included in the Notice for Resolution 2.
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The Board (excluding Mr Todd Hannigan) recommends that Shareholders approve Resolution 2.
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Resolution 3 – Issue of Director Placement Shares to Lorraine Martin
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Resolution 3 seeks Shareholder approval, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, for the issue of 158,655 Shares to Ms Lorraine Martin to raise A$382,000 under the Director
Placement.
Ms Lorraine Martin has agreed that a 12-month voluntary escrow period will apply to these Shares.
Refer to Section 3.1 for details of the Director Placement.
Resolution 3 is an ordinary resolution.
The Chair intends to exercise all available proxies in favour of Resolution 3.
In accordance with Listing Rule 10.11, the Company must not issue securities to a related party of the Company unless it obtains Shareholder approval.
The issue of Director Placement Shares to Ms Martin (and/or her respective nominee(s)) falls within Listing Rule 10.11 as Ms Martin is a Director of the Company, and does not fall within any of
the exceptions in Listing Rule 10.12. Therefore, the issue of Director Placement Shares to Ms Martin requires Shareholder approval under Listing Rule 10.11.
Resolution 2 seeks Shareholder approval to issue 158,655 Shares to Ms Lorraine Martin pursuant to and in accordance with Listing Rule 10.11 and all other purposes.
The effect of passing Resolution 2 will allow the Company to issue 158,655 Shares to Ms Lorraine Martin (and/or her respective nominees) without using up the Company's 15% placement capacity under Listing Rule 7.1.
As Shareholder approval is sought under Listing Rule 10.11, approval under Listing Rule 7.1 is not required pursuant to Listing Rule 7.2, exception 14. Accordingly, the grant of 158,655 Shares to Ms Lorraine Martin (and/or her respective nominees) pursuant to Resolution 3 will not reduce the Company's 15% placement capacity for the purposes of Listing Rule 7.1 Exception 14.
If Resolution 3 is passed, the Company will proceed with the issue of the Director Placement Shares no later than 1 month after the Meeting (or such longer period of time as ASX may in its discretion allow) to Ms
Lorraine Martin.
If Resolution 3 is not passed, the Company will not proceed with the issue of Shares to Ms Lorraine Martin.
| 5.3 |
Specific information required by Listing Rule 10.13
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For the purposes of Shareholder approval of the issue of Shares to Ms Lorraine Martin and the requirements of Listing Rule 10.13, the following information is provided:
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(a) |
the Company intends to issue Director Placement Shares under the Director Placement to Ms Lorraine Martin (and/or her nominee(s)), a Director. Ms Lorraine Martin falls within Listing Rule 10.11.1 by virtue of being a Director;
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a maximum of 158,655 Director Placement Shares will be issued to Ms Lorraine Martin;
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the Director Placement Shares are all fully paid ordinary shares in the Company and will rank equally in all respects with the Company's existing Shares on issue;
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the Director Placement Shares will be issued to Ms Lorraine Martin no later than 1 month after the date of the Meeting;
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the Director Placement Shares will be issued at an issue price of A$1.91 per Share (the same as the issue price of the Institutional Placement Shares) to raise A$303,031;
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the purpose of the issue of the Director Placement Shares is to raise A$303,031 (before costs) and proceeds from the Director Placement will be used to scale titanium manufacturing capacity at IperionX’s operations in Virginia, including
new equipment at the Advanced Manufacturing Center, final design and engineering studies to increase titanium production capacity to ~2,000 metric tons per annum at the Titanium Production Facility, and for general working capital and
corporate purposes (refer to Section 3.1 for further details);
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the Director Placement Shares will be issued under short form subscription letters pursuant to which Ms Lorraine Martin will receive, subject to Shareholder approval, Shares at an issue price of A$1.91 per Share; and
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a voting exclusion statement is included in the Notice for Resolution 3.
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The Board (excluding Ms Lorraine Martin) recommends that Shareholders approve Resolution 3.
In the Notice and this Explanatory Memorandum words importing the singular include the plural and vice versa.
A$ means Australian Dollars.
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.
Board means the board of Directors.
Chair means the person appointed to chair the Meeting, or any part of the Meeting, convened by the Notice.
Company means IperionX Limited (ACN 618 935 372).
Director means a director of the Company.
Director Placement has the meaning given in Section 3.1.
Director Placement Shares has the meaning given in Section 3.1.
Equity Security has the same meaning as in the Listing Rules.
Explanatory Memorandum means the explanatory memorandum which forms part of the Notice.
Institutional Placement has the meaning given in Section 3.1.
Institutional Placement Participants has the meaning given in Section 3.1.
Institutional Placement Shares has the meaning given in Section 3.1.
Listing Rules means the listing rules of ASX.
Meeting has the meaning in the introductory paragraph of the Notice.
Notice means the notice of meeting which comprises of the notice, agenda, Explanatory Memorandum and Proxy Form.
Placement has the meaning given in Section 3.1.
Placement Shares has the meaning given in Section 3.1.
Proxy Form means the proxy form attached to the Notice.
Resolution means a resolution contained in the Notice.
Schedule means a schedule to this Explanatory Memorandum.
Section means a section of this Explanatory Memorandum.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a shareholder of the Company.