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IperionX(IPX) - 2024 Q2 - Quarterly Report
IPXIperionX(IPX)2024-03-22 22:09

Meeting Details - The Annual General Meeting of IperionX Limited is scheduled for November 25, 2022, at 9:00 am (AWST) in Perth, WA[4]. - Shareholders will consider the Annual Report for the year ended June 30, 2022, which includes the Financial Report, Directors' Report, and Auditor's Report[9]. - A poll will be conducted for all resolutions during the meeting[7]. - Shareholders are invited to submit written questions to the Chairman or the Company's auditor prior to the Meeting[60]. - The Company is committed to providing Shareholders with a reasonable opportunity to participate in the Meeting[58]. Resolutions and Voting - Resolution 1 involves the adoption of the Remuneration Report, requiring shareholder approval[10]. - Resolution 2 proposes the re-election of Mr. Vaughn Taylor as Director, subject to shareholder approval[11]. - Resolutions 3, 4, 5, 6, and 7 involve the issuance of up to 106,093 Options or RSUs to various Non-Executive Directors, pending shareholder approval[12][15][18][21][24]. - Voting exclusions apply for certain resolutions, particularly for those who may benefit from the issuance of securities[13][16][19][22][25]. - A conditional Spill Resolution will be considered if 25% or more of votes on the 2022 Remuneration Report are against its adoption[45]. - The company will disregard votes cast in favor of certain resolutions by individuals who may benefit materially from the proposed issues[30]. - The Explanatory Memorandum provides detailed information to assist shareholders in deciding how to vote on the resolutions[50]. - The Board unanimously supports the re-election of Mr. Vaughn Taylor as a Director[73]. - The Board recommends that shareholders vote in favor of all resolutions related to the issuance of Options and RSUs[108][109][110][111]. - The Board recommends that shareholders vote 'AGAINST' Resolution 12[166]. - A voting exclusion statement is included in the Notice for Resolution 12[165]. - The Chairperson intends to exercise all available proxies against Resolution 12[164]. Compensation and Remuneration - The resolutions are part of the company's ongoing strategy to align executive compensation with shareholder interests[51]. - The current remuneration package for each Non-Executive Director includes director fees of US30,000perannum[90].−ThecurrentremunerationforeachNon−ExecutiveDirectorincludesabasefeeofUS30,000 per annum[90]. - The current remuneration for each Non-Executive Director includes a base fee of US30,000 per annum, with additional fees for committee memberships[100]. - The Remuneration Report is advisory and does not bind the Directors, but a "no" vote of 25% or more could lead to significant consequences[64]. - The Company received a "Strike" on the Remuneration Report at the 2021 annual general meeting, which may lead to the re-election of the Board if another "Strike" occurs[66]. Issuance of Options and RSUs - The company plans to issue up to 106,093 RSUs to Non-Executive Director Mr. Vaughn Taylor, subject to shareholder approval[29]. - A similar resolution is proposed for Non-Executive Director Ms. Melissa Waller, also involving the issuance of up to 106,093 RSUs[34]. - The company intends to issue up to 106,093 RSUs to Non-Executive Director Ms. Beverly Wyse, pending shareholder approval[38]. - The Company plans to issue up to 424,372 Options to Non-Executive Directors, with each Director receiving 106,093 Options[74]. - The exercise price for the Options is set at A0.87,withanexpirydateoffouryearsfromthedateofissue[88].−TheestimatedvalueoftheOptionsisA0.87, with an expiry date of four years from the date of issue[88]. - The estimated value of the Options is A0.604 each, totaling approximately A64,080foreachDirectorreceivingtheOptions[90].−Thecompanyplanstoissueupto424,372RSUstoNon−ExecutiveDirectors,alsosubjecttoshareholderapproval[114].−EachNon−ExecutiveDirectorwillreceive106,093RSUs,whichwillexpire4yearsfromthedateofissue[116].−TheissuanceofOptionsandRSUsisconsideredacost−effectivewaytoaligntheinterestsofshareholdersandDirectors[104].−TheestimatedvalueoftheRSUsisA64,080 for each Director receiving the Options[90]. - The company plans to issue up to 424,372 RSUs to Non-Executive Directors, also subject to shareholder approval[114]. - Each Non-Executive Director will receive 106,093 RSUs, which will expire 4 years from the date of issue[116]. - The issuance of Options and RSUs is considered a cost-effective way to align the interests of shareholders and Directors[104]. - The estimated value of the RSUs is A0.86, based on the closing share price on ASX on 6 October 2022[128]. - Each Non-Executive Director, including Ms Lorraine Martin, Mr Vaughn Taylor, Ms Melissa Waller, and Ms Beverly Wyse, will receive 106,093 RSUs, valued at approximately A91,240each[125][128].−ThecompanyseeksshareholderapprovalunderChapter2EoftheCorporationsActforthefinancialbenefitsassociatedwiththeissuanceofRSUs[114].−Thecompanyisproposingtoissueupto424,372OptionstoNon−ExecutiveDirectors,whichwillnotutilizethe1591,240 each[125][128]. - The company seeks shareholder approval under Chapter 2E of the Corporations Act for the financial benefits associated with the issuance of RSUs[114]. - The company is proposing to issue up to 424,372 Options to Non-Executive Directors, which will not utilize the 15% placement capacity under Listing Rule 7.1[93]. - If all proposed Options are converted into Shares, the total number of Shares will increase from 169,350,492 to 169,774,864, resulting in a dilution of existing Shareholders by 0.2%[94]. - The total number of shares on issue will increase from 169,350,492 to 169,774,864, resulting in a dilution of existing shareholders by 0.2%[121]. Equity Securities and Placement Facility - Shareholders are being asked to approve a 10% Placement Facility, allowing the issuance of Equity Securities up to 10% of the company's issued capital[43]. - The company is also seeking shareholder approval for a 10% Placement Facility, allowing it to issue equity securities up to 10% of its issued share capital over a 12-month period[130][132]. - The Company currently has 169,350,492 Shares issued, allowing for a potential issuance of 14,060,049 Equity Securities under Listing Rule 7.1A, subject to shareholder approval[143][148]. - In the 12 months preceding the Meeting, the Company issued 14,060,049 Equity Securities, representing 10.1% of the total number of Equity Securities on issue[156]. - The issue price of Equity Securities under Listing Rule 7.1A must be not less than 75% of the VWAP calculated over the 15 trading days prior to the issue date[144]. - The Company intends to use the funds raised from the issuance of Equity Securities for the acceleration of its titanium metal and metal powder technologies, as well as for general working capital[154]. - The existing shareholders' voting power may be diluted if the Company issues Equity Securities under the 10% Placement Facility[152]. - The Company previously obtained shareholder approval under Listing Rule 7.1A at its annual general meeting held on November 25, 2021[154]. - If Resolution 11 is passed, the Company can issue Equity Securities up to 10% of its issued share capital over a 12-month period, in addition to a 15% placement capacity under Listing Rule 7.1[133]. - The Chairman intends to exercise all available proxies in favor of Resolution 11, and the Board unanimously recommends shareholders vote in favor[136][137]. - If Resolution 11 is not passed, the Company will remain subject to the 15% limit on issuing Equity Securities without shareholder approval[134]. - The Company has a risk that the market price for its Equity Securities may be significantly lower on the date of issue compared to the date of the Meeting[152]. - The closing price of the shares on ASX was A0.86 on October 6, 2022[162]. - The Company has not approached any existing shareholder for participation in the issue of Equity Securities[162].