IONIC RARE EARTHS LIMITED — Capital/Financing Update 2024

Nov 25, 2024

Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name

IONIC RARE EARTHS LIMITED

Announcement Type

New announcement

Date of this announcement

26/11/2024

The Proposed issue is:

An offer of securities under a securities purchase plan

Total number of +securities proposed to be issued for an offer of securities under a securities purchase plan

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	OPTION EXPIRING 15-DEC-2027 EX $0.011	35,714,285
confirmed
IXR	ORDINARY FULLY PAID	71,428,571

+Record date

25/11/2024

Offer closing date

16/12/2024

+Issue date

23/12/2024

Refer to next page for full details of the announcement

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Appendix 3B - Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

IONIC RARE EARTHS LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ACN

Registration Number

083646477

1.3 ASX issuer code

IXR

1.4 The announcement is

New announcement

1.5 Date of this announcement

26/11/2024

1.6 The Proposed issue is:

An offer of +securities under a +securities purchase plan

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Appendix 3B - Proposed issue of securities

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Part 4 - Details of proposed offer under securities purchase plan

Part 4A - Conditions

4A.1 Do any external approvals need to be obtained or other conditions satisfied before the offer of +securities under the +securities purchase plan issue can proceed on an unconditional basis? No

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Appendix 3B - Proposed issue of securities

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Part 4B - Offer details

+Class or classes of +securities that will participate in the proposed issue and +class or classes of +securities proposed to be issued

ASX +security code and description

IXR : ORDINARY FULLY PAID

Will the proposed issue of this +security include an offer of attaching +securities? Yes

Details of +securities proposed to be issued

ASX +security code and description IXR : ORDINARY FULLY PAID

Maximum total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted 71,428,571

Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? No

Will the offer be conditional on applications for a maximum number of +securities being received or a maximum amount being raised (i.e. a maximum subscription condition)? No

Will individual security holders be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? No

Will individual security holders be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? Yes

Is the maximum acceptance unit based or dollar based? Dollar based ($)

Please enter the maximum acceptance value

$ 30,000

Describe all the applicable parcels available for this offer in number of securities or dollar value

$2,500, $5,000, $10,000, $15,000, $20,000, $30,000

Offer price details Has the offer price been determined? Yes In what currency will the offer What is the offer price per

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Appendix 3B - Proposed issue of securities

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be made?

AUD - Australian Dollar

+security?

AUD 0.00700

Oversubscription & Scale back details

Will a scale back be applied if the offer is over-subscribed?

Yes

Describe the scale back arrangements

Applications for SPP Shares may be scaled back at the discretion of the Company to the extent to which more than $500,000 of applications are received. Unless the Company otherwise determines, scale-back will be based on the size of the applications and will occur in a fair and reasonable manner.

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?

Yes

Attaching +Security

The proposed attaching security can only be of an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX) New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed OPTION EXPIRING 15-DEC-2027 EX $0.011

+Security type

Options

Offer ratio (ratio of attaching securities at which the new +securities will be issued)

The quantity of attaching +securities to be issued	For a given quantity of the new +securities issued
1	2
What will be done with fractional entitlements?	Maximum total number of those +securities that could be
Fractions rounded up to the next whole number	issued if all offers under the +securities purchase plan are accepted
	35,714,285

Offer price details

Has the offer price been determined? Yes

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Appendix 3B - Proposed issue of securities

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In what currency will the offer be made?

AUD - Australian Dollar

What is the offer price per +security? AUD 0.00000

Please confirm whether the offer of the attaching +securities is a separate offer to the offer pursuant to the +security purchase plan

No

Please confirm whether the attaching +securities are being offered under a +disclosure document or +PDS Yes

Oversubscription & Scale back details

Will a scale back be applied if the offer is over-subscribed? Yes

Describe the scale back arrangements

Applications for SPP Shares may be scaled back at the discretion of the Company to the extent to which more than $500,000 of applications are received. Unless the Company otherwise determines, scale-back will be based on the size of the applications and will occur in a fair and reasonable manner.

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details

+Security currency

AUD - Australian Dollar

Exercise price Expiry date AUD 0.0110 15/12/2027

Details of the type of +security that will be issued if the option is exercised

IXR : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

One IXR Ordinary Fully Paid Share will be issued for each option exercised.

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

Part 4C - Timetable

4C.1 Date of announcement of +security purchase plan

26/11/2024

4C.2 +Record date

25/11/2024

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Appendix 3B - Proposed issue of securities

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4C.3 Date on which offer documents will be made available to investors

2/12/2024

4C.4 Offer open date

2/12/2024

4C.5 Offer closing date

16/12/2024

4C.7 +Issue date and last day for entity to announce results of +security purchase plan offer 23/12/2024

Part 4D - Listing Rule requirements

4D.1 Does the offer under the +securities purchase plan meet all of the requirements of listing rule 7.2 exception 5 or do you have a waiver from those requirements? No

4D.1a Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

4D.1a ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

107,142,856 (comprising 71,428,571 shares and 35,714,285 options)

4D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

Part 4E - Fees and expenses

4E.1 Will there be a lead manager or broker to the proposed offer? No

4E.2 Is the proposed offer to be underwritten? No

4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

4E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Part 4F - Further Information

4F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

Proceeds will be used to support the Ionic Technologies Belfast magnet recycling Project, advancing the Brazilian rare earth refining and recycling JV ('Viridion'), provide working capital, as well as to meet the costs of the offer.

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Appendix 3B - Proposed issue of securities

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4F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? No

4F.2 Countries in which the entity has +security holders who will not be eligible to accept the proposed offer

4F.3 URL on the entity's website where investors can download information about the proposed offer

https://ionicre.com/investors/asx-announcements/

4F.4 Any other information the entity wishes to provide about the proposed offer

Refer announcement dated 26 November 2024 titled "IONICRE COMPLETES $1.65 M CAPITAL RAISE, SPP ANNOUNCED"

Appendix 3B - Proposed issue of securities

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