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InVert Graphite Limited (ASX:IVG) has announced an Extraordinary General Meeting (EGM) scheduled for Thursday, 6 August 2026, where shareholders will consider multiple linked resolutions concerning the proposed acquisition of RapidG and the issuance of related consideration securities to vendors and key personnel. The meeting will commence at 11:00am AEST at Level 5, 56 Pitt Street, Sydney. Shareholders will be asked to approve the issuance of over 33 million consideration shares and more than 41 million consideration options to RapidG vendors, along with performance options to specified individuals. Each resolution is interdependent, requiring all to pass for the transaction to proceed, making the EGM a critical event for the company’s future strategy. Market participants will closely monitor the shareholder vote as it will determine the fate of the RapidG deal.<\/p> <\/div>
Key Points<\/h3>
- Company: InVert Graphite Limited (ASX:IVG)<\/li>
- Extraordinary General Meeting set for 6 August 2026 at 11:00am AEST in Sydney<\/li>
- Shareholders to vote on four resolutions including issuing 33,333,333 consideration shares and 41,666,667 consideration options to RapidG vendors<\/li>
- Resolution 3 proposes issuing 9,000,000 performance options to Dr Jason Fogg; Resolution 4 involves Out The Back Ventures Pty Ltd<\/li>
- All resolutions are "Essential Resolutions" with conditional interdependency, meaning failure of one may impact the others<\/li>
- Proxy submissions close at 11:00am AEST on Tuesday, 4 August 2026<\/li>
- Only shareholders registered by 5:00pm AEST on 4 August 2026 are eligible to vote<\/li>
- Investors should watch the EGM outcome as it will decide whether the RapidG acquisition moves forward<\/li>
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InVert Graphite Sets 6 August EGM to Approve RapidG Acquisition
InVert Graphite Limited has formally notified shareholders of an Extraordinary General Meeting to be held on Thursday, 6 August 2026, starting at 11:00am AEST. The meeting will take place at Level 5, 56 Pitt Street, Sydney NSW 2000. Shareholders unable to attend may submit directed proxy votes as an alternative to physical attendance.<\/p>
The notice outlines four resolutions described as "Essential Resolutions" in the company’s explanatory memorandum. Each resolution is conditional upon the others passing, unless the board opts to waive this interdependency. This means that failure of any resolution could jeopardize the entire package and the underlying RapidG transaction.<\/p>
Resolution 1: Approval to Issue 33,333,333 Consideration Shares to RapidG Vendors
The first resolution seeks shareholder approval to issue 33,333,333 consideration shares to RapidG vendors or their nominees. This issuance exceeds the threshold under ASX Listing Rule 7.1, which normally limits equity issues without shareholder consent. Hence, InVert Graphite is seeking explicit shareholder approval due to the size of the proposed share issue relative to its current capital structure.<\/p>
RapidG vendors, as beneficiaries, are excluded from voting on this resolution to protect independent shareholder interests. The notice does not disclose the monetary value per share or the total consideration value; these details are available in the explanatory memorandum.<\/p>
Resolution 2: Approval to Issue 41,666,667 Consideration Options to RapidG Vendors
The second resolution requests shareholder approval for the issuance of 41,666,667 consideration options to RapidG vendors or their nominees. These options grant the right, but not the obligation, to acquire shares at a predetermined price within a set timeframe. Specific terms such as exercise price, expiry, and vesting conditions are detailed in the explanatory memorandum.<\/p>
This combination of shares and options forms the equity component of the proposed RapidG acquisition, a common structure that provides vendors immediate equity participation plus potential upside. The same voting exclusion applies to RapidG vendors as in Resolution 1.<\/p>
Resolution 3: Issuance of 9,000,000 Performance Options to Dr Jason Fogg
Resolution 3 pertains to incentive remuneration, proposing the issue of 9,000,000 performance options to Dr Jason Fogg or his nominees. These options typically vest upon achieving specified performance milestones, aligning recipient incentives with shareholder interests.<\/p>
Dr Jason Fogg is identified as a beneficiary and is excluded from voting on this resolution. The explanatory memorandum contains details on exercise price, performance criteria, and expiry. While the notice does not specify Dr Fogg’s role, the size of the grant suggests a significant position within the post-transaction company.<\/p>
Resolution 4: Performance Options for Out The Back Ventures Pty Ltd
The fourth resolution proposes issuing performance options to Out The Back Ventures Pty Ltd, a corporate entity. This resolution follows the same framework as Resolution 3 and is also subject to the interdependency of the Essential Resolutions. Details on the number of options and the entity’s relationship to the transaction are in the explanatory memorandum.<\/p>
Out The Back Ventures Pty Ltd and associates are excluded from voting on this resolution. Shareholders are advised to review the full explanatory memorandum for comprehensive information on all resolutions before voting.<\/p>
Interdependency of Essential Resolutions and Implications for Shareholders
All four resolutions are classified as "Essential Resolutions," meaning each depends on the others passing unless the board waives this condition. This structure means that rejecting any single resolution could cause the entire transaction to collapse. Shareholders supportive of the RapidG acquisition but concerned about specific terms may face difficult voting decisions. The board’s discretion to waive interdependency adds flexibility, though the circumstances under which this would occur are not specified.<\/p>
Important Dates: Proxy Deadline and Shareholder Record Date
Proxy forms must be submitted by 11:00am AEST on Tuesday, 4 August 2026, two days before the meeting. Shareholders intending to vote by proxy should ensure timely submission to avoid invalid votes.<\/p>
The record date for voting eligibility is 5:00pm AEST on 4 August 2026. Only shareholders registered at that time will be entitled to vote. Transfers settled after this time will not confer voting rights for the EGM. Shareholders seeking clarification can contact the company at [email protected] or by phone at +61 2 8823 3179.<\/p>
Voting Exclusions Safeguard Independent Shareholder Interests
Voting exclusion provisions apply to all resolutions, preventing beneficiaries such as RapidG vendors, Dr Jason Fogg, and Out The Back Ventures Pty Ltd, or those materially benefitting from the securities, from voting in favour. Exceptions exist for proxies or attorneys acting under instructions, the chairperson voting as directed, and fiduciaries voting on behalf of beneficiaries who confirm eligibility in writing. These measures ensure voting reflects independent shareholder views.<\/p>
Strategic Significance of the RapidG Transaction for InVert Graphite
The scale and nature of the resolutions indicate a transformative transaction for InVert Graphite. The RapidG entity appears distinct from InVert’s existing graphite operations, with details on its business and strategic rationale provided in the explanatory memorandum. The equity consideration—33,333,333 shares and 41,666,667 options—suggests a structure balancing immediate dilution management with vendor upside. The performance options granted to Dr Jason Fogg and Out The Back Ventures Pty Ltd imply adjustments to executive or advisory roles linked to the transaction. The immediate market reaction to the EGM announcement was not publicly available.<\/p>
Investor Guidance Ahead of the 6 August Meeting
Shareholders should monitor for any additional disclosures or updates to the explanatory memorandum before the EGM. The proxy deadline of 11:00am AEST on 4 August 2026 is critical for those unable to attend. The EGM outcome will determine if the RapidG acquisition and associated securities issuance proceed as planned. Should any resolution fail, the board must consider waiving interdependency or renegotiating terms. Shareholders uncertain about their voting decisions are advised to consult professional advisers prior to the meeting.<\/p>
InVert Graphite Sets 6 August EGM to Approve RapidG Acquisition
InVert Graphite Limited has formally notified shareholders of an Extraordinary General Meeting to be held on Thursday, 6 August 2026, starting at 11:00am AEST. The meeting will take place at Level 5, 56 Pitt Street, Sydney NSW 2000. Shareholders unable to attend may submit directed proxy votes as an alternative to physical attendance.<\/p>
The notice outlines four resolutions described as "Essential Resolutions" in the company’s explanatory memorandum. Each resolution is conditional upon the others passing, unless the board opts to waive this interdependency. This means that failure of any resolution could jeopardize the entire package and the underlying RapidG transaction.<\/p>
Resolution 1: Approval to Issue 33,333,333 Consideration Shares to RapidG Vendors
The first resolution seeks shareholder approval to issue 33,333,333 consideration shares to RapidG vendors or their nominees. This issuance exceeds the threshold under ASX Listing Rule 7.1, which normally limits equity issues without shareholder consent. Hence, InVert Graphite is seeking explicit shareholder approval due to the size of the proposed share issue relative to its current capital structure.<\/p>
RapidG vendors, as beneficiaries, are excluded from voting on this resolution to protect independent shareholder interests. The notice does not disclose the monetary value per share or the total consideration value; these details are available in the explanatory memorandum.<\/p>
Resolution 2: Approval to Issue 41,666,667 Consideration Options to RapidG Vendors
The second resolution requests shareholder approval for the issuance of 41,666,667 consideration options to RapidG vendors or their nominees. These options grant the right, but not the obligation, to acquire shares at a predetermined price within a set timeframe. Specific terms such as exercise price, expiry, and vesting conditions are detailed in the explanatory memorandum.<\/p>
This combination of shares and options forms the equity component of the proposed RapidG acquisition, a common structure that provides vendors immediate equity participation plus potential upside. The same voting exclusion applies to RapidG vendors as in Resolution 1.<\/p>
Resolution 3: Issuance of 9,000,000 Performance Options to Dr Jason Fogg
Resolution 3 pertains to incentive remuneration, proposing the issue of 9,000,000 performance options to Dr Jason Fogg or his nominees. These options typically vest upon achieving specified performance milestones, aligning recipient incentives with shareholder interests.<\/p>
Dr Jason Fogg is identified as a beneficiary and is excluded from voting on this resolution. The explanatory memorandum contains details on exercise price, performance criteria, and expiry. While the notice does not specify Dr Fogg’s role, the size of the grant suggests a significant position within the post-transaction company.<\/p>
Resolution 4: Performance Options for Out The Back Ventures Pty Ltd
The fourth resolution proposes issuing performance options to Out The Back Ventures Pty Ltd, a corporate entity. This resolution follows the same framework as Resolution 3 and is also subject to the interdependency of the Essential Resolutions. Details on the number of options and the entity’s relationship to the transaction are in the explanatory memorandum.<\/p>
Out The Back Ventures Pty Ltd and associates are excluded from voting on this resolution. Shareholders are advised to review the full explanatory memorandum for comprehensive information on all resolutions before voting.<\/p>
Interdependency of Essential Resolutions and Implications for Shareholders
All four resolutions are classified as "Essential Resolutions," meaning each depends on the others passing unless the board waives this condition. This structure means that rejecting any single resolution could cause the entire transaction to collapse. Shareholders supportive of the RapidG acquisition but concerned about specific terms may face difficult voting decisions. The board’s discretion to waive interdependency adds flexibility, though the circumstances under which this would occur are not specified.<\/p>
Important Dates: Proxy Deadline and Shareholder Record Date
Proxy forms must be submitted by 11:00am AEST on Tuesday, 4 August 2026, two days before the meeting. Shareholders intending to vote by proxy should ensure timely submission to avoid invalid votes.<\/p>
The record date for voting eligibility is 5:00pm AEST on 4 August 2026. Only shareholders registered at that time will be entitled to vote. Transfers settled after this time will not confer voting rights for the EGM. Shareholders seeking clarification can contact the company at [email protected] or by phone at +61 2 8823 3179.<\/p>
Voting Exclusions Safeguard Independent Shareholder Interests
Voting exclusion provisions apply to all resolutions, preventing beneficiaries such as RapidG vendors, Dr Jason Fogg, and Out The Back Ventures Pty Ltd, or those materially benefitting from the securities, from voting in favour. Exceptions exist for proxies or attorneys acting under instructions, the chairperson voting as directed, and fiduciaries voting on behalf of beneficiaries who confirm eligibility in writing. These measures ensure voting reflects independent shareholder views.<\/p>
Strategic Significance of the RapidG Transaction for InVert Graphite
The scale and nature of the resolutions indicate a transformative transaction for InVert Graphite. The RapidG entity appears distinct from InVert’s existing graphite operations, with details on its business and strategic rationale provided in the explanatory memorandum. The equity consideration—33,333,333 shares and 41,666,667 options—suggests a structure balancing immediate dilution management with vendor upside. The performance options granted to Dr Jason Fogg and Out The Back Ventures Pty Ltd imply adjustments to executive or advisory roles linked to the transaction. The immediate market reaction to the EGM announcement was not publicly available.<\/p>
Investor Guidance Ahead of the 6 August Meeting
Shareholders should monitor for any additional disclosures or updates to the explanatory memorandum before the EGM. The proxy deadline of 11:00am AEST on 4 August 2026 is critical for those unable to attend. The EGM outcome will determine if the RapidG acquisition and associated securities issuance proceed as planned. Should any resolution fail, the board must consider waiving interdependency or renegotiating terms. Shareholders uncertain about their voting decisions are advised to consult professional advisers prior to the meeting.<\/p>
