Hyperion Metals : Notice of General Meeting/Proxy Form

For personal use only

HYPERION METALS LIMITED

PROPOSED TO BE RENAMED 'IPERIONX LIMITED'

A C N 6 1 8 9 3 5 3 7 2

NOTICE OF GENERAL MEETING

A General Meeting of the Company will be held at the Conference Room,

Ground Level, 28 The Esplanade, Perth, Western Australia

on Wednesday, 9 February 2022 at 10:00am (AWST).

This Notice and the accompanying Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their stock broker, investment advisor, accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by

telephone on + 61 8 9322 6322.

Shareholders are urged to attend or vote by lodging the Proxy Form attached to the Notice.

For personal use only

HYPERION METALS LIMITED

ACN 618 935 372

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of shareholders of Hyperion Metals Limited (Company) will be held at Conference Room, Ground Level, 28 The Esplanade, Perth, Western Australia on Wednesday, 9 February 2022 at 10:00am (AWST) (Meeting).

The Board is closely monitoring the rapidly changing coronavirus (COVID-19) pandemic. The health of the Company's Shareholders, employees and other stakeholders is of paramount importance.

While the Board would like to host all Shareholders in person, in order to minimise the risk to Shareholders and to the Company and its ongoing operations, the Company suggests that Shareholders do not attend the Meeting in person.

Accordingly, the Directors strongly encourage all Shareholders to lodge Proxy Forms prior to the Meeting. The Company advises that a poll will be conducted for the Resolution.

The Board will continue to monitor Australian Government restrictions on public gatherings. If it becomes necessary or appropriate to make alternative arrangements to those set out in this Notice, the Company will notify Shareholders accordingly via the Company's website at www.hyperionmetals.us and the ASX announcement platform.

The Explanatory Memorandum 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 regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Monday, 7 February 2022 at 4:00pm (AWST).

Terms and abbreviations used in this Notice and the Explanatory Memorandum are defined in Schedule 1.

AGENDA

1. Resolution 1 - Change of Company Name

To consider and, if thought fit, to pass with or without amendment the following Resolution as a special resolution:

"That, pursuant to and in accordance with section 157(1) of the Corporations Act and for all other purposes, Shareholders adopt "IperionX Limited' as the new name of the Company with effect from the date that ASIC alters the details of the Company's registration and on the terms and conditions in the Explanatory Memorandum."

BY ORDER OF THE BOARD

Gregory Swan

Company Secretary

Dated: 7 January 2022

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For personal use only

HYPERION METALS LIMITED

ACN 618 935 372

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Conference Room, Ground Level, 28 The Esplanade, Perth, Western Australia on Wednesday, 9 February 2022 at 10:00am (AWST).

This Explanatory Memorandum forms part of the Notice which should be read in its entirety. This Explanatory Memorandum contains the terms and conditions on which the Resolution will be voted.

This Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolution:

Section 1:

Introduction

Section 2: Action to be taken by Shareholders

Section 3: Resolution 1 - Change of Company Name

Schedule 1:

Definitions

A Proxy Form is located at the end of the Explanatory Memorandum.

2. Action to be taken by Shareholders

Shareholders should read the Notice (including this Explanatory Memorandum) carefully before deciding how to vote on the Resolution.

2.1 Proxies

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions set out in the Proxy Form. Returning the Proxy Form to the Company will not preclude a Shareholder from attending or (subject to the voting exclusions set out in the Notice) voting at the Meeting in person.

Please note that:

1. a Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy;
2. a proxy need not be a Shareholder; and
3. a Shareholder 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.

Proxy Forms must be received by the Company no later than 10:00am (AWST) on Monday, 7 February 2022, being at least 48 hours before the Meeting.

The Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

2.2 Attendance at the Meeting

The Company advises Shareholders that the Meeting will be held in compliance with any government restrictions on public gatherings.

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For personal use only

The Board is closely monitoring the rapidly changing coronavirus (COVID-19) pandemic. The health of the Company's Shareholders, employees and other stakeholders is of paramount importance.

While the Board would like to host all Shareholders in person, in order to minimise the risk to Shareholders and to the Company and its ongoing operations, the Company suggests that Shareholders do not attend the Meeting in person.

Accordingly, the Directors strongly encourage all Shareholders to lodge Proxy Forms prior to the Meeting. The Company advises that a poll will be conducted for each of the Resolutions.

The Board will continue to monitor Australian Government restrictions on public gatherings. If it becomes necessary or appropriate to make alternative arrangements to those set out in this Notice, the Company will notify Shareholders accordingly via the Company's website at www.hyperionmetals.us and the ASX market announcements platform.

3. Resolution 1 - Change of Company Name

The Directors have determined to change the name of the Company to "IperionX Limited."

The change of name follows a recently identified potential conflict with the Company's existing name in the United States, which is where the Company's main business activities are located and where the Company is pursuing a secondary listing on a national securities exchange.

Resolution 1 seeks Shareholder approval to change the name of the Company.

In accordance with section 157 of the Corporations Act, if a company wants to change its name, it must pass a special resolution adopting the new name.

Resolution 1 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

The change of name to IperionX Limited will take effect on the date that ASIC alters the details of the Company's registration.

The Company has reserved "IPX" as its new ASX code to take effect following the change of name.

The Directors recommend that Shareholders vote in favour of Resolution 1.

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Schedule 1 - Definitions

In the Notice and this Explanatory Memorandum, words importing the singular include the plural and vice versa.

ASIC means the Australian Securities and Investments Commission.

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

AWST means Australian Western Standard Time, being the time in Perth, Western Australia. Board means the board of Directors of the Company.

Company means Hyperion Metals Limited ACN 618 935 372.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Memorandum means this explanatory memorandum which forms part of the Notice. Meeting has the meaning given to that term in the introductory paragraph of the Notice.

Notice means the notice of the Meeting and includes the agenda, Explanatory Memorandum and the Proxy Form.

Proxy Form means the proxy form attached to the Notice.

Resolution means a resolution proposed pursuant to the Notice.

Schedule means a schedule to this Explanatory Memorandum.

Section means a section of this Explanatory Memorandum.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

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