Northern Minerals Requests AGM Deferral as FIRB Reviews Shareholder Compliance

Regulatory Scrutiny Delays Key Corporate Meeting

Northern Minerals Limited (ASX, NTU), an Australian company focused on heavy rare earths, has taken the unusual step of seeking a Supreme Court order to defer its 2025 Annual General Meeting (AGM). The move comes amid an ongoing review by the Foreign Investment Review Board (FIRB) into potential breaches of foreign investment and takeover laws involving certain shareholders.

The company’s scheduled AGM, originally set for 27 November 2025, faces postponement as FIRB considers whether Northern Minerals’ shareholding structure complies with the Foreign Acquisitions and Takeovers Act and related Disposal and Prohibition Orders issued by the Federal Treasurer. These orders require specific shareholders, including Yuxiao Fund Pte Ltd and Indian Ocean International Shipping and Service Company Ltd, to divest shares and restrict their ownership stakes.

Background to the Compliance Concerns

In June 2024, the Federal Treasurer imposed orders mandating divestment of over 613 million shares held by certain foreign investors. Subsequent court action was initiated against Indian Ocean for non-compliance. Northern Minerals’ recent internal review of its share register uncovered potential issues that might indicate breaches of these orders or the broader foreign investment laws.

Acting prudently, the company referred these matters to FIRB to ensure full regulatory transparency and compliance. Northern Minerals has emphasized that no conclusions have yet been drawn regarding any breaches, and the referral is a precautionary measure aligned with its commitment to governance and legal adherence.

Implications for Project Financing and Shareholder Confidence

The timing of this development is notable, coming shortly after Northern Minerals announced progress in detailed funding negotiations for its Browns Range project. The company’s Executive Chair, Adam Handley, highlighted the importance of resolving these regulatory matters to support potential project finance opportunities and maintain shareholder trust.

While Northern Minerals cannot control who acquires its shares, it maintains ongoing engagement with shareholders and regulatory bodies to navigate these complex compliance landscapes. The decision to seek a court-ordered AGM deferral reflects the company’s cautious approach amid regulatory uncertainty.

Investors will be watching closely as FIRB’s review unfolds and the court considers the deferral request, both of which could influence Northern Minerals’ governance timetable and strategic initiatives.