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IRON BEAR RESOURCES LTD — Proxy Solicitation & Information Statement 2025
Sep 10, 2025
65091_rns_2025-09-10_52272cbc-bf24-4933-8326-8a6b2574e6bc.pdf
Proxy Solicitation & Information Statement
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11 September 2025
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ASX Announcement
Notice of General Meeting
Cyclone Metals Limited (ASX: CLE ) ( Cyclone or the Company ) provides the attached copy of Notice of Extraordinary General Meeting, accompany notice and access letter and proxy form.
The General Meeting will be held at 32 Harrogate Street, West Leederville, Western Australia, 6007 at 9:00am (WST) on Tuesday 21 October 2025.
Announcement authorised for release by the board of Cyclone.
ENDS
Contact +61 8 9380 9555
Website
Cyclone Metals Limited (ASX:CLE) 32 Harrogate Street West Leederville, WA, 6007
www.cyclonemetals.com
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11 September 2025
Dear Shareholder,
CYCLONE METALS LTD – EXTRAORDINARY GENERAL MEETING
Cyclone Metals Ltd (ASX: CLE) (the Company ) advises its Extraordinary General Meeting of Shareholders (which is convened in response to the section 249D notices received by the Company) ( Meeting ) will be held on Tuesday, 21 October 2025 at 9:00am (WST) at 32 Harrogate Street, West Leederville, Western Australia 6007.
The Company will not be dispatching physical copies of the notice of Meeting, other than to those shareholders who have elected to receive a printed copy of the Meeting materials. A copy of the Meeting materials can be viewed and downloaded online as follows:
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You can access the Meeting materials online at the Company’s website: www.cyclonemetals.com.
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A complete copy of the Meeting materials has been posted to the Company’s ASX Market announcements page at www.asx.com.au under the Company’s ASX code “CLE”.
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If you have provided an email address and have elected to receive electronic communications from the Company, you will receive an email to your nominated email address with a link to an electronic copy of the Meeting materials and the voting instruction form.
A copy of your Proxy Form is enclosed for convenience. Your proxy form must be received by 9:00am (WST) on Sunday, 19 October 2025 being not less than 48 hours before commencement of the Meeting. Any proxy forms received after that time will not be valid for the Meeting. Instructions on how to lodge the proxy from are set out in the Notice and are also included in the proxy form.
The Company intends to hold a physical meeting. The Company will notify any changes to this by way of announcement on ASX and the details will also be made available on our website.
The Meeting materials are important and should be read in their 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.
Yours faithfully
Melissa Chapman Joint Company Secretary
Cyclone Metals Limited ACN 095 047 920
NOTICE OF EXTRAORDINARY GENERAL MEETING AND EXPLANATORY MEMORANDUM
21 October 2025
9:00am (WST)
To be held at
32 Harrogate Street, West Leederville, WA 6007
The Meeting has been convened following requests pursuant to section 249D of the Corporations Act by members with at least 5% of the issued shares in the Company.
This Notice of Extraordinary General Meeting and Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor, or other professional adviser without delay.
Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on +61 8 9380 9555.
NOTICE OF MEETING
Notice is given that an Extraordinary General Meeting of Shareholders of Cyclone Metals Limited (ACN 095 047 920) ( Company ) will be held at 32 Harrogate Street, West Leederville WA 6007, on 21 October 2025 commencing at 9:00am (WST) ( Meeting ) for the purpose of considering the business contemplated by the Resolutions below and further detailed in the Explanatory Memorandum.
The Meeting has been called following requests pursuant to section 249D of the Corporations Act by members with at least 5% of the issued Shares in the Company.
The Explanatory Memorandum to this Notice 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 at 9:00am (WST) on 19 October 2025.
Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Schedule 1.
AGENDA
1. Resolution 1 – Removal of Director – Mr Anton Sa e y g
To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution:
“That, pursuant to section 203D of the Corporations Act 2001 (Cth), Mr Antony William Paul Sage be removed as a Director of the Company with immediate effect.”
2. Resolution 2 – Removal of Director – Mr Paul Berend
To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution:
“That, pursuant to section 203D of the Corporations Act 2001 (Cth), Mr Paul Berend be removed as a Director of the Company with immediate effect.”
3. Resolution 3 – Removal of Director – Mr Luke Martino
To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution:
“That, pursuant to section 203D of the Corporations Act 2001 (Cth), Mr Luke Martino be removed as a Director of the Company with immediate effect.”
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4. Resolution 4 – Removal of Director – Mr David Sanders
To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution:
“That, pursuant to section 203D of the Corporations Act 2001 (Cth), Mr David Sanders be removed as a Director of the Company with immediate effect.”
Dated 11 September 2025
By order of the Board
Melissa Chapman Joint Company Secretary
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EXPLANATORY MEMORANDUM
1. Introduction
This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the meeting to be held at 32 Harrogate Street, West Leederville, WA 6007 on 21 October 2025 commencing at 9:00am (WST) ( Meeting ).
This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions in the Notice.
A Proxy Form is located at the end of the Explanatory Memorandum.
2. Action to be taken b Shareholders y
Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.
2.1 Voting in Person
To vote in person, attend the Meeting at the time, date and place set out above.
2.2
Voting by Proxy
To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.
In accordance with section 249L of the Corporations Act, Shareholders are advised that:
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(a) each Shareholder has a right to appoint a proxy;
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(b) the proxy need not be a Shareholder of the Company; and
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(c) a Shareholder who is 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, but where the proportion or number is not specified, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.
Shareholders and their proxies should be aware that:
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(a) if proxy holders vote, they must cast all directed proxies as they are directed to; and
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(b) any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.
2.3
Chair’s voting intentions
Shareholders who vote by proxy but do not nominate the identity of their proxy will be taken to have appointed the Chair as their proxy to vote on their behalf.
In the circumstances where Shareholders appoint the Chair as their proxy (or the Chair is appointed by default) and the Chair is not directed how to vote, given the nature of the resolutions, the Chair intends to ABSTAIN from voting any undirected proxies.
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2.4 Corporate representatives
A body corporate that is a Shareholder may elect to appoint a person to act as its representative at the Meeting in accordance with the Corporations Act. The Company may require written proof of the representative’s appointment, such as the original form of appointment executed by the relevant appointor, a certified copy of that appointment or a certificate executed by the appointor certifying the appointment of the representative for the purposes of the Meeting.
3. Resolutions 1 to 4 – Removal of Directors – Mr Antony Sage, Mr Paul Berend, Mr Luke Martino and Mr David Sanders
3.1 General
Under section 203D of the Corporations Act, a company may by resolution remove a director from office.
On 20 August 2025 and 21 August 2025 respectively, the Company received notices under section 203D and section 249D of the Corporations Act to call a general meeting to consider a resolution relating to the removal of Mr Antony William Paul Sage as a Director of the Company (the subject of Resolution 1) ( Requisition Notice A ), from the following registered Shareholders holding more than 5% of the voting rights that may be cast at a general meeting:
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(a) Mr Peter Darren Russell;
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(b) Ms Leanne Susan Vidovich;
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(c) Mr Robert Philip Grant;
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(d) Mr Paul Gregory Brown and Ms Jessica Oriwia Brown as trustees for the Brown Super Fund;
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(e) Mr Anthony De Nicola and Ms Tanya Louise De Nicola as trustees for the De Nicola Family Super Fund;
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(f) Mr Thomas Philip Gooch;
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(g) Ascension Growth (WA) Fund Pty Ltd; and
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(h) Mr Paul Henry Victor Berend.
On 5 September 2025 and 8 September 2025 respectively, the Company also received notices under section 203D and section 249D of the Corporations Act to call a general meeting to consider resolutions relating to the removal of:
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(a) Mr Paul Henry Victor Berend (the subject of Resolution 2);
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(b) Mr Luke Martino (the subject of Resolution 3); and
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(c) Mr David Sanders (the subject of Resolution 4),
as Directors of the Company ( Requisition Notice B ), from European Lithium Limited (ACN 141 450 624), a Shareholder of the Company holding more than 5% of the voting rights that may be cast at a general meeting.
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The Meeting has been convened in response to both Requisition Notice A and Requisition Notice B.
In the event that three or more of the Resolutions are passed, the remaining director(s) will appoint a sufficient number of directors to satisfy the minimum number of directors required under section 201A(2) of the Corporations Act and clause 13.1 of the Constitution.
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Schedule 1– Definitions
In this Notice and the Explanatory Memorandum:
Board means the board of Directors.
Chair means the person appointed to chair the Meeting convened by this Notice.
Company means Cyclone Metals Limited (ACN 095 047 920).
Constitution means the constitution of the Company as at the commencement of the Meeting.
Corporations Act means the Corporations Act 2001 (Cth).
Director means a director of the Company.
Explanatory Memorandum means the explanatory memorandum attached to the Notice.
Meeting has the meaning in the introductory paragraph of the Notice.
Notice means this notice of meeting.
Proxy Form means the proxy form attached to the Notice.
Requisition Notice A has the meaning in Section 3.1.
Requisition Notice B has the meaning in Section 3.1.
Resolution means resolution contained in the Notice.
Schedule means a schedule to this Notice.
Section means a section contained in this Explanatory Memorandum.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a shareholder of the Company.
WST means Australian Western Standard Time, being the time in Perth, Western Australia.
In this Notice and the Explanatory Memorandum words importing the singular include the plural and vice versa.
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Cyclone Metals Limited ABN 71 095 047 920
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 9:00am (WST) on Sunday, 19 October 2025.
Proxy Form
How to Vote on Items of Business
Lodge your Proxy Form:
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
Control Number: 188048
SRN/HIN:
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.
320462_0_COSMOS_Sample_Proxy/000001/000001/i
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 Cyclone Metals Limited hereby appoint
the Chairman OR of the Meeting
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 Extraordinary General Meeting of Cyclone Metals Limited to be held at 32 Harrogate Street, West Leederville, WA 6007 on Tuesday, 21 October 2025 at 9:00am (WST) and at any adjournment or postponement of that meeting.
Step 2 Items 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 Removal of Director – Mr Antony Sage Resolution 2 Removal of Director – Mr Paul Berend Resolution 3 Removal of Director – Mr Luke Martino Resolution 4 Removal of Director – Mr David Sanders
The Chairman of the Meeting intends to vote abstain on all undirected proxies of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any 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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CLE