IONIC RARE EARTHS LIMITED — Proxy Solicitation & Information Statement 2023

Jan 29, 2023

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30 January 2023

Letter to Shareholders regarding General Meeting

Dear Shareholder

Ionic Rare Earths (ASX:IXR) ( IonicRe or the Company) advises that it will be holding a General Meeting of shareholders on Tuesday, 28 February 2023 (Meeting) commencing at 11:00am (WST) at The Park Business Centre, 45 Ventnor Avenue, West Perth, WA 6005.

In accordance with section 110D of the Corporations Act 2001 (Cth), the Company will not be sending hard copies of the Notice of Meeting to shareholders who have not previously opted in to receiving electronic copies. Instead, the Notice of Meeting can be viewed and downloaded from the website link:

https://ionicre.com.au/latest-news/

The Notice of Meeting is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser. If you have any difficulties obtaining a copy of the Notice of Meeting please contact the Company’s share registry, Computershare Investor Services Pty Limited ( Computershare ), on 1300 850 505 (within Australia) and +61 3 9415 4000 (outside Australia).

Submitting your vote in advance of the meeting

A copy of your personalised proxy form is enclosed for convenience. Please complete and return the attached proxy form to the Company’s share registry, Computershare through one of the following options:

Online:

At www.investorvote.com.au

Mail:

Share Registry – Computershare Investor Services Pty Limited

GPO Box 242

Melbourne Victoria 3001, Australia

Mobile:

Scan the QR Code on your proxy form and follow the prompts

Custodian Voting:

For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions.

Ionic Rare Earths Limited, Level 1, 34 Colin Street, West Perth WA 6005 Australia T+61 8 6187 7500 F+61 8 6187 7599

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Your proxy voting instruction must be received by 11:00am (WST) on Sunday, 26 February 2023, being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting.

The Company will continue to closely monitor guidance from the Federal and State Government for any impact on the proposed arrangements for the Meeting in respect of COVID-19.

If any changes are required, the Company will advise Shareholders by way of announcement on ASX and the details will also be made available on our website at https://ionicre.com.au/latest-news/ The Company will advise Shareholders as soon as practicable, if any of the above circumstances change.

Authorised for release by the Board of Ionic Rare Earths Limited.

For enquiries, contact : Brett Dickson Company Secretary +61 8 9481 2555 admin@ionicre.com.au

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Ionic Rare Earths Limited, Level 1, 34 Colin Street, West Perth WA 6005 Australia T+61 8 6187 7500 F+61 8 6187 7599

Ionic Rare Earths Limited ABN 84 083 646 477 Notice of General Meeting and Explanatory Memorandum

Date of Meeting

Tuesday, 28 February 2023

Time of Meeting

11.00 am (WST)

Place of Meeting

The Park Business Centre 45 Ventnor Avenue West Perth WA 6005

A Proxy Form is enclosed

Please read this Notice of General Meeting and Explanatory Memorandum carefully.

If you are unable to attend the General Meeting, please complete and return the enclosed Proxy Form in accordance with the specified directions.

Ionic Rare Earths Limited

ABN 84 083 646 477

Notice of General Meeting

NOTICE IS GIVEN that a General Meeting of Shareholders of Ionic Rare Earths Limited ABN 84 083 646 477 ( Company ) will be held at The Park Business Centre, 45 Ventnor Avenue, West Perth WA 6005 on Tuesday, 28 February 2023 at 11.00 am (WST) for the purpose of transacting the business referred to in this Notice of General Meeting.

An Explanatory Memorandum containing information in relation to the following Resolution accompanies this Notice. Terms used in the Resolution contained in this Notice have the meaning given to them in the glossary in the Explanatory Memorandum.

Agenda

Resolution – Approval of Separation Payments to Ms Jill Kelley

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

" That approval be given for the purposes of sections 200B and 200E of the Corporations Act, Listing Rule 10.11, clause 13.6(a)(i) of the Company's Constitution and all other purposes, for the giving of the Separation Payments to Ms Jill Kelley in connection with her ceasing to hold an office or position of employment in the Company, as set out in the Explanatory Notes."

Voting exclusion statement : The Company will disregard any votes cast in favour of the Resolution by or on behalf of Ms Kelley and any other person who will obtain a material benefit as a result of the issue of the securities that comprise the Separation Payments (except a benefit solely by reason of being a holder of ordinary securities in the Company), or any associates of Ms Kelley. However, this does not apply to a vote cast in favour of the Resolution by:

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

• (b) the Chairman as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chairman to vote on the Resolution as the Chairman 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 holder that the beneficiary is not excluded from voting, and in not an associate of a person excluded from voting, on the Resolution; and

• (ii) the holder votes on the Resolution in accordance with the directions given by the beneficiary to the holder to vote that way.

Voting prohibition statement : A vote on the Resolution must not be cast (in any capacity) by or on behalf of Ms Kelley or an associate of Ms Kelley. However, a person is entitled to cast a vote if:

• (a) it is cast by a person 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 an associate of Ms Kelley.

Additionally, in accordance with section 250BD of the Corporations Act, as the Resolution is in connection with the remuneration of a member of the Company's Key Management Personnel, a person appointed as a proxy must not vote on the Resolution, on the basis of that appointment, if that person is:

• (a) a member of Key Management Personnel as at the date of the Meeting; or

• (b) a Closely Related Party of such a member (including spouses, dependents and controlled companies).

However, a person described above may cast a vote on the Resolution if the person does so as a proxy for a person who is entitled to vote where:

• (a) the proxy form specifies how the proxy is to vote on the Resolution; or

• (b) the proxy is the Chairman, who may vote in favour of the Resolution in accordance with an express authorisation on the proxy form.

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By order of the Board

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Brett Dickson Company Secretary Dated: 27 January 2023

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How to vote

Voting on the proposed Resolution at the Meeting will be conducted by poll. Under the Constitution, any poll will be conducted as directed by the Chair.

Shareholders can vote by either:

• attending the Meeting and voting in person or by attorney or, in the case of corporate Shareholders, by appointing a corporate representative to attend and vote; or

• appointing a proxy to attend and vote on their behalf using the Proxy Form accompanying this Notice and by submitting their Proxy Form online, in person, by post, by email or by facsimile.

Voting in person or by attorney

Shareholders, or their attorneys, who plan to attend the Meeting are asked to arrive at the venue 15 minutes prior to the time designated for the Meeting, if possible, so that their holding may be checked against the Company's share register and their attendance recorded. A certified copy of the Power of Attorney, or the original Power of Attorney, must be received by the Company in the same manner, and by the same time as outlined for proxy forms below.

Voting by a corporation

A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. Written proof of the representative’s appointment (including any authority under which it is signed) must be lodged with, or presented to the Company before the Meeting.

Voting by proxy

• A Shareholder entitled to attend and vote is entitled to appoint not more than two proxies. Each proxy will have the right to vote on a poll and also to speak at the Meeting.

• The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, the votes will be divided equally among the proxies (i.e. where there are two proxies, each proxy may exercise half of the votes).

the subject of the proxy appointment will not be counted in calculating the required majority.

• A Shareholder who returns their Proxy Form with a direction how to vote, but does not nominate the identity of their proxy, will be taken to have appointed the Chairman of the Meeting as their proxy to vote on their behalf. If a Proxy Form is returned with a direction how to vote, but the nominated proxy (who is not Chairman of the Meeting) does not attend the Meeting or does not vote on the relevant Resolution(s), the Chairman of the Meeting will act in place of the nominated proxy and vote on a poll in accordance with any instructions.

• Proxy appointments in favour of the Chairman of the Meeting, the secretary or any Director that do not contain a direction how to vote will be used, where possible, to support the Resolution proposed in this Notice, provided they are entitled to cast votes as a proxy under the voting exclusion rules which apply to the proposed Resolution. These rules are explained in this Notice. However, in exceptional circumstances, the Chairman of the Meeting may change his voting intention, in which case an ASX announcement will be made.

• Proxies must be received by 11.00 am (WST) on 26 February 2023 , being not less than 48 hours prior to the commencement of the Meeting. Proxies received after this time will be invalid. Proxies may be lodged using any of the following methods:

Online : www.investorvote.com.au

• By mail : Computershare Investor Services Pty Ltd GPO Box 242 Melbourne, Victoria 3001 Australia

• By facsimile :

• 1800 783 447 (within Australia)

• +61 3 9473 2555 (outside Australia)

• By mobile :

Scan the QR Code on your proxy form and follow the prompts

• Custodian voting : For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions

For all enquiries call 1300 850 505 (inside Australia) or +61 3 9415 4000 (outside Australia).

Shareholders who are entitled to vote

• A proxy need not be a Shareholder. The proxy can be either an individual or a body corporate.

• If a proxy is not directed how to vote on an item of business, the proxy may generally vote, or abstain from voting, as they think fit.

In accordance with regulation 7.11.37 and 7.11.38 of the Corporations Regulations, the Board has determined that a person's entitlement to vote at the General Meeting will be the entitlement of that person set out in the Register of Shareholders as at 11.00 am (WST) on 26 February 2023 .

• Should any resolution, other than those specified in this Notice, be proposed at the Meeting, a proxy may vote on that resolution as they think fit.

• If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the Shareholder's behalf on the poll and the Shares that are

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Ionic Rare Earths Limited

ABN 84 083 646 477

Explanatory Memorandum

This Explanatory Memorandum is intended to provide Shareholders with sufficient information to assess the merits of the Resolution contained in the accompanying Notice of General Meeting of the Company.

Certain abbreviations and other defined terms are used throughout this Explanatory Memorandum. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations are set out in the Glossary to the Explanatory Memorandum.

Resolution – Approval of Separation Payments to Ms Jill Kelley

Ms Kelley was engaged by the Company from 7 July 2021 in the role of Executive Director.

A disagreement has arisen between the Company and Ms Kelley, and in connection with Ms Kelley's proposed resignation as Executive Director, a resolution has been reached on commercial terms and in the best interests of the Company. Ms Kelley and the Company entered into a Deed of Separation and Release ( Deed of Separation and Release ).

Shareholder approval is sought under the Resolution to allow for the provision of benefits to Ms Kelley (or her nominee) under the Deed of Separation and Release which may be considered to be termination benefits for the purposes of the termination benefits provisions of the Corporations Act, being:

• (a) a cash payment in the amount of $500,000 ( Cash ); and

• (b) 3,500,000 fully paid ordinary shares in the Company ( Shares ),

(together, the Separation Payments ).

Shareholder approval is also sought under the ASX Listing Rules for the issue of the Shares to Ms Kelley given her role as a director. If the Resolution is not passed, Ms Kelley (or her nominee) will not be entitled to the Separation Payments and Ms Kelley will remain a Director of the Company, and would be subject to re-election in accordance with the Company's constitution and the Listing Rules.

The Company aims to balance fair treatment of executives on cessation of employment and avoiding excessive termination payouts. Consideration was given to this when determining the value of the Cash to be paid and Shares to be issued to Ms Kelley (or her nominee). The Separation Payments were negotiated amounts between Ms Kelley and the Company and took account of future benefits that may be lost by Ms Kelley, including her annual director fee of US$180,000 and the inability of Ms Kelley to meet the vesting conditions on the 3,500,000 performance rights that were previously issued to her.

Termination benefits - Part 2D.2 of the Corporations Act

Part 2D.2 of the Corporations Act restricts the benefits that can be given without shareholder approval to individuals who hold, or have held in the last three years, a managerial or executive office (as defined in the Corporations Act) on leaving employment with the Company or its related bodies corporate.

Under section 200B of the Corporations Act, the Company may only give a person a 'benefit' in connection with ceasing to hold managerial or executive office in the Company if it is approved by shareholders or an exemption applies.

Additionally, clause 13.6(a)(i) of the Company Constitution provides that the payment or giving of any benefit to any Director in connection with their retirement, resignation from or loss of office or death while in office is subject to the Corporations Act. The Separation Payments are under the 5% equity interest threshold requiring shareholder approval under Listing Rule 10.19.

Under the Corporations Act, termination benefits are defined to include a range of payments or benefits given in connection with a person ceasing to hold an office or position of employment including termination payments, the acceleration or automatic vesting of a share-based payment and entitlements at or due to retirement.

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The Separation Payments would constitute termination benefits for the purpose of the Corporations Act - so, shareholder approval is being sought for this purpose.

Related party transaction - Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act regulates the provision of "financial benefits" by a public company and entities controlled by the public company to related parties of the public company. Section 208(1) of the Corporations Act provides that a Company can only give a "financial benefit" to a "related party" of the Company if the Company:

• (a) obtains the approval of its Shareholders in accordance with sections 217 to 227 of the Corporations Act; and

• (b) gives 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.

For the purposes of the Corporations Act, a "related party" of the Company includes the Directors of the Company and entities which they control. The Separation Payments constitute the giving of a "financial benefit" to a related party.

The Directors (other than Ms Kelley who has a material personal interest in the outcome of the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Separation Payments because the agreement to make the Separation Payments as part of Ms Kelley's resignation from the Directorship was negotiated on an arm’s length basis.

Issue of Shares to a Director - ASX Listing Rule 10.11

Listing Rule 10.11 provides that, unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue Equity Securities to:

• 10.11.1 a related party;

• 10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;

• 10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;

• 10.11.4 an associate of a person referred to in Listing Rules 10.11.1, 10.11.2 or 10.11.3; or

• 10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1, 10.11.2, 10.11.3 or 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the prior approval of its Shareholders.

As the issue of the Shares falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12, Shareholder approval for the issue of the Shares to Ms Kelley is being sought.

Technical Information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to the Resolution:

• (a) the Shares are proposed to be issued to Ms Kelley (or her nominee);

• (b) Ms Kelley falls within the category set out in Listing Rule 10.1.1 by virtue of her being a Director of the Company;

• (c) 3,500,000 Shares are proposed to be issued to Ms Kelley (or her nominee);

• (d) the Shares will be issued within 14 days after the date of the Meeting, but in any event no later than 1 month after the date of the meeting;

• (e) the deemed issue price of the Shares is $0.04 per Share based on the closing price for the Company's shares on 25 November 2022, therefore the Shares are valued at $140,000 in aggregate;

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• (f) the purpose of the issue of the Shares is to compensate Ms Kelley for the loss of 3,500,000 performance rights which would vest when the Company signs its first offtake agreement as a result of Ms Kelley's introduction - such performance rights being cancelled for no consideration;

• (g) the annual remuneration package (inclusive of superannuation) of Ms Kelley as at the date of this Notice is US$180,000 equivalent to approximately A$272,000 at an USD/AUD exchange rate of 0.66;

• (h) the Shares are to be issued under the Deed of Separation and Release, which provides for:

• a. making the Separation Payments (comprising the Cash and Shares);

• b. the resignation of Ms Kelly as a Director, to take effect on receipt of the Separation Payments;

• c. payment of Ms Kelly's usual salary until her resignation takes effect;

• d. agreement of Ms Kelly to no further entitlements from the Company, including any compensation or securities;

• e. other standard terms for a separation agreement of this nature, including mutual releases, a bar to proceedings, non-disparagement and waiver; and

(i) a voting exclusion statement is included in the Resolution of this Notice.

ASX Listing Rule 14.1A

If the Resolution is passed, Ms Kelley (or her nominee) will be entitled to the Separation Payments and Ms Kelley's resignation as an Executive Director will take effect on receipt of the Separation Payments.

If the Resolution is not passed, Ms Kelley (or her nominee) will not be entitled to the Separation Payments and Ms Kelley will remain a Director of the Company, and would be subject to re-election in accordance with the Company's constitution and the Listing Rules.

The Directors (other than Ms Kelley) recommend that Shareholders vote in favour of the Resolution.

The Chairman intends to vote all available proxies in favour of the Resolution.

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Glossary

$ means Australian dollars.

Associate has the meaning given in the Listing Rules.

ASX means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited.

Board means the current Board of Directors.

Chairman means the individual elected to chair any meeting of the Company from time to time.

Closely Related Party has the meaning given to that term in the Corporations Act.

Company means Ionic Rare Earths Limited ABN 84 083 646 477.

Constitution means the Company's constitution, as amended from time to time.

Corporations Act means Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Memorandum means the explanatory memorandum accompanying this Notice.

Key Management Personnel has the meaning given to that term in the Accounting Standards.

Listing Rules means the ASX Listing Rules.

Meeting means the General Meeting convened by the Notice.

Notice means this Notice of General Meeting.

Resolution means a resolution contained in the Notice.

Shareholder means a member of the Company from time to time.

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Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 11:00am (AWST) on Sunday, 26 February 2023.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

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All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

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Control Number: 182117

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.

Proxy Form

Please mark to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Ionic Rare Earths Limited hereby appoint the Chairman OR of the Meeting

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PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the General Meeting of Ionic Rare Earths Limited to be held at The Park Business Centre, 45 Ventnor Avenue, West Perth, WA 6005 on Tuesday, 28 February 2023 at 11:00am (AWST) and at any adjournment or postponement of that meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention in step 2) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman. Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolution 1 by marking the appropriate box in step 2.

Step 2 Item of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Against Abstain

Resolution 1 Approval of Separation Payments to Ms Jill Kelley

The Chairman of the Meeting intends to vote undirected proxies in favour of the item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on the resolution, in which case an ASX announcement will be made.

Step 3 Signature of Securityholder(s)

This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
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Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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