IPX IperionX Ltd

Exhibit		Description
99.1		Notice of General Meeting

	IPERIONX LIMITED
	(registrant)
Date: October 17, 2023	By:  /s/ Gregory Swan
	Name: Gregory Swan
	Title:   Chief Financial Officer

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1	Resolution 1 – Remuneration Report

(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.

(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 Chair and the appointment of the Chair as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chair to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

2	Resolution 2 – Re-election of Ms Lorraine Martin as Director

3	Resolution 3 – Issue of RSUs to Non-Executive Director Ms Lorraine Martin

(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.

(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 the person or an associate of the person described in (a) above.

(a)

the person is appointed as a proxy and the appointment specifies how the proxy is to vote; 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.

4	Resolution 4 – Issue of RSUs to Non-Executive Director Mr Vaughn Taylor

(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.

(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 the person or an associate of the person described in (a) above.

(a)

the person is appointed as a proxy and the appointment specifies how the proxy is to vote; 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.

5	Resolution 5 – Issue of RSUs to Non-Executive Director Ms Melissa Waller

(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.

(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 the person or an associate of the person described in (a) above.

(a)

the person is appointed as a proxy and the appointment specifies how the proxy is to vote; 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.

6	Resolution 6 – Issue of RSUs to Non-Executive Director Ms Beverly Wyse

(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.

(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 the person or an associate of the person described in (a) above.

(a)

the person is appointed as a proxy and the appointment specifies how the proxy is to vote; 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.

1	Introduction

2	Action to be taken by Shareholders

2.1

Proxies

(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

(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.

2.2	Voting Prohibition by Proxy holders (Remuneration of Key Management Personnel)

(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.

(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 Chair and the appointment of the Chair as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chair 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

3	Annual Report

(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.

(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,

4	Resolution 1 – Remuneration Report

5	Resolution 2 – Election of Ms Lorraine Martin as Director

6	Resolutions 3, 4, 5, and 6 – Issue of RSUs to Non-Executive Directors

6.1

General

(a)

up to 101,281 RSUs to Ms Lorraine Martin (and/or her nominee) (Resolution 3);

(b)

up to 101,281 RSUs to Mr Vaughn Taylor (and/or his nominee) (Resolution 4);

(c)

up to 101,281 RSUs to Ms Melissa Waller (and/or her nominee) (Resolution 5); and

(d)

up to 101,281 RSUs to Ms Beverly Wyse (and/or her nominee) (Resolution 6).

6.2	Chapter 2E of the Corporations Act

(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.

6.3	Specific Information required by section 219 of the Corporations Act

(a)

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

(i)

Ms Lorraine Martin (and/or her nominee);

(ii)

Mr Vaughn Taylor (and/or his nominee);

(iii)

Ms Melissa Waller (and/or her nominee);

(iv)

Ms Beverly Wyse (and/or her nominee);

(b)

the maximum number of RSUs to be granted to:

(i)

Ms Lorraine Martin (and/or her nominee) is 101,281 RSUs;

(ii)

Mr Vaughn Taylor (and/or his nominee) is 101,281 RSUs;

(iii)

Ms Melissa Waller (and/or her nominee) is 101,281 RSUs; and

(iv)

Ms Beverly Wyse (and/or her nominee) is 101,281 RSUs;

(c)

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

(d)

Ms Lorraine Martin, Mr Vaughn Taylor, Ms Melissa Waller, and Ms Beverly Wyse each have a material personal interest in the outcome of Resolutions 3, 4, 5, and 6 (respectively) and make the recommendations set out in 6.5(k) to 6.5(n) below;

(e)

the RSUs have an estimated value of A$1.30 (based on the underlying Share price of A$1.30, being the closing price of a Share on ASX on 9 October 2023). As a result, the total value attributed to the RSUs to be issued to Ms Lorraine Martin, Mr Vaughn Taylor, Ms Melissa Waller, and Ms Beverly Wyse (and/or their nominees) would be approximately A$131,665 each;

(f)

the current remuneration package of:

(i)

Ms Lorraine Martin consists of director fees of US$50,000 per annum plus additional fees for serving as a member of the Audit and ESG committees of the Board. In addition, Ms Martin has previously been granted 306,093 Options (200,000 exercisable at A$1.33 each and expiring 9 September 2025 and 106,093 exercisable at A$0.87 each and expiring 5 December 2026) and 306,093 RSUs (200,000 expiring 9 September 2025 and 106,093 expiring 5 December 2026);

(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 and Remuneration and Nomination committees of the Board. In addition, Mr Taylor was previously granted 106,093 Options (exercisable at A$0.87 each and expiring 5 December 2026), 106,093 RSUs (expiring 5 December 2026), and 450,000 performance rights (150,000 performance rights that vest upon satisfaction of a performance condition of the Company having a 30-day VWAP of at least A$2.00 per share, 150,000 performance rights that vest upon satisfaction of a performance condition of the Company having a 30-day VWAP of at least A$3.00 per share, and 150,000 performance rights that vest upon satisfaction of a performance condition of the Company having a 30-day VWAP of at least A$4.00 per share, expiring 1 March 2026);

(iii)

Ms Melissa Waller consists of director fees of US$50,000 per annum plus additional fees for serving as a member of the Remuneration and Nomination and ESG committees of the Board. In addition, Ms Waller has previously been granted 306,093 Options (200,000 exercisable at A$1.33 each and expiring 9 September 2025 and 106,093 exercisable at A$0.87 each and expiring 5 December 2026) and 306,093 RSUs (200,000 expiring 9 September 2025 and 106,093 expiring 5 December 2026); 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, Remuneration and Nomination, and ESG committees of the Board. In addition, Ms Wyse has previously been granted 306,093 Options (200,000 exercisable at A$1.33 each and expiring 9 September 2025 and 106,093 exercisable at A$0.87 each and expiring 5 December 2026) and 306,093 RSUs (200,000 expiring 9 September 2025 and 106,093 expiring 5 December 2026);

(g)

the current security holdings of Ms Lorraine Martin, Mr Vaughn Taylor, Ms Melissa Waller, and Ms Beverly Wyse (and/or their nominees) in the Company are as follows:

(h)

if all the RSUs subject to Resolutions 3, 4, 5, and 6 are converted into Shares, a total of 405,124 Shares would be issued. This will increase the number of Shares on issue from 194,718,973 (being the total number of Shares on issue as at the date of this Notice) to 195,124,097 (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 0.2%;

(i)

a voting exclusion statement is included in the Notice for the purposes of 3, 4, 5, and 6; 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 3, 4, 5, and 6.

6.4	Listing Rule 10.11

6.5	Specific Information required by Listing Rule 10.13

(a)

the RSUs will be granted to:

(i)

Ms Lorraine Martin (and/or her nominee);

(ii)

Mr Vaughn Taylor (and/or his nominee);

(iii)

Ms Melissa Waller (and/or her nominee);

(iv)

Ms Beverly Wyse (and/or her nominee);

(b)

Ms Lorraine Martin, Mr Vaughn Taylor, Ms Melissa Waller, and Ms Beverly Wyse are Directors of the Company and a related party under Listing Rule 10.11.1;

(c)

the maximum number of RSUs to be granted to:

(i)

Ms Lorraine Martin (and/or her nominee) is 101,281 RSUs;

(ii)

Mr Vaughn Taylor (and/or his nominee) is 101,281 RSUs;

(iii)

Ms Melissa Waller (and/or her nominee) is 101,281 RSUs; and

(iv)

Ms Beverly Wyse (and/or her nominee) is 101,281 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;

(g)

the RSUs are being issued to Ms Lorraine Martin, Mr Vaughn Taylor, Ms Melissa Waller, and Ms Beverly Wyse 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$50,000 per annum plus additional fees for serving as a member of the Audit and ESG committees of the Board. In addition, Ms Martin has previously been granted 306,093 Options (200,000 exercisable at A$1.33 each and expiring 9 September 2025 and 106,093 exercisable at A$0.87 each and expiring 5 December 2026) and 306,093 RSUs (200,000 expiring 9 September 2025 and 106,093 expiring 5 December 2026);

(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 and Remuneration and Nomination committees of the Board. In addition, Mr Taylor was previously granted 106,093 Options (exercisable at A$0.87 each and expiring 5 December 2026), 106,093 RSUs (expiring 5 December 2026), and 450,000 performance rights (150,000 performance rights that vest upon satisfaction of a performance condition of the Company having a 30-day VWAP of at least A$2.00 per share, 150,000 performance rights that vest upon satisfaction of a performance condition of the Company having a 30-day VWAP of at least A$3.00 per share, and 150,000 performance rights that vest upon satisfaction of a performance condition of the Company having a 30-day VWAP of at least A$4.00 per share, expiring 1 March 2026);

(iii)

Ms Melissa Waller consists of director fees of US$50,000 per annum plus additional fees for serving as a member of the Remuneration and Nomination and ESG committees of the Board. In addition, Ms Waller has previously been granted 306,093 Options (200,000 exercisable at A$1.33 each and expiring 9 September 2025 and 106,093 exercisable at A$0.87 each and expiring 5 December 2026) and 306,093 RSUs (200,000 expiring 9 September 2025 and 106,093 expiring 5 December 2026); 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, Remuneration and Nomination, and ESG committees of the Board. In addition, Ms Wyse has previously been granted 306,093 Options (200,000 exercisable at A$1.33 each and expiring 9 September 2025 and 106,093 exercisable at A$0.87 each and expiring 5 December 2026) and 306,093 RSUs (200,000 expiring 9 September 2025 and 106,093 expiring 5 December 2026);

(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, and Ms Beverly Wyse are to perform all duties consistent with that of a Non- Executive Director of a publicly listed entity;

(ii)

the term of appointment Ms Lorraine Martin, Mr Vaughn Taylor, Ms Melissa Waller, and Ms Beverly Wyse 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, Mr Vaughn Taylor, Ms Melissa Waller, and Ms Beverly Wyse 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

(iv)

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

(j)

a voting exclusion statement is included in the Notice for the purposes of Resolutions 3, 4, 5, and 6;

(k)

the Board (excluding Ms Lorraine Martin) recommend that Shareholders vote in favour of Resolution 3;

(l)

the Board (excluding Mr Vaughn Taylor) recommend that Shareholders vote in favour of Resolution 4;

(m)

the Board (excluding Ms Melissa Waller) recommend that Shareholders vote in favour of Resolution 5; and

(n)

the Board (excluding Ms Beverly Wyse) recommend that Shareholders vote in favour of Resolution 6.

(a)

a spouse or child of the member; or

(b)

has the meaning given in section 9 of the Corporations Act.

1.1	Each RSU confers an entitlement to the holder (Holder) 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.

1.2	The Number of RSUs and Expiry Date for each are as follows:

1.3	Subject to the Holder's continuous service to the Company at the applicable vesting date:

(a)

one third of the RSUs issued to the Holder will vest one year from the date of issue;

(b)

one third of the RSUs issued to the Holder will vest two years from the date of issue; and

(c)

one third of the RSUs issued to the Holder will vest three years from the date of issue, (each a Vesting Condition).

1.4

If

(a)

the Holder is 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 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; or

(b)

the Holder resigns as a director of the Company as a result of the Company’s breach of any of the terms of Holder’s letter of appointment as a director, or failure to obtain the necessary approvals for any annual grant RSUs; or

(c)

the Holder dies or resigns as a director of the Company as a result of Holder’s total and permanent disablement,

1.5	RSUs will only vest and entitle the Holder to be issued Shares if the applicable Vesting Condition has been satisfied prior to the Expiry Date or waived by the Board.

1.6

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 1.7.

1.7	The Expiry Date for each RSU will be as determined by the Board in its sole and absolute discretion.

1.8	Where RSUs have not satisfied the Vesting Condition prior to the Expiry Date, those RSUs will automatically lapse.

1.9	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 pursuant to clause 1.4;

(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.

1.10

Notwithstanding clause 1.7 above, solely with respect to Holders who are not U.S. residents or to the extent such does not otherwise violate Code Section 409A, the Company’s obligation to issue such Shares pursuant to clause 1.9(d) shall be postponed if such Holder at any time after the relevant Vesting Conditions are satisfied pursuant to clause 1.4 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

(iii)

the date a transfer of the Shares occurs pursuant to clause 1.10(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 1.10(c).

1.11	Shares issued on the satisfaction of the Vesting Conditions attaching to the RSUs rank equally with all existing Shares.

1.12	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.

1.13

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.

1.14	A Holder who holds RSUs is not entitled to:

(a)

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

(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 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,

1.15	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.

1.16	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.

1.17

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.

1.18	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.

1.19

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.

1.20	The Company will not seek official quotation of any RSUs.

1.21	A Holder's RSUs are personal contractual rights granted to the Holder only and do not constitute any form of property.

1.22

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.

Page 19

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