Good morning, ladies and gentlemen. I've been informed that there is a quorum present, and as it is now 9:00 A.M., I declare this annual general meeting of Titomic Limited open and welcome you to this virtual meeting this morning. My name is Humphrey Nolan. I'm the Deputy Chairman of the company, and I'll be chairing this meeting today. Firstly, I'd like to thank you for your interest in and support of our company. I'd now like to introduce other members of our Board, including Lieutenant General John Frewen, Dr. Andreas Schwer, and our CEO and Managing Director, Mr. Jim Simpson. I do have apologies from our Chairman, Dag Stromme, and Mira Ricardel, as time zone constraints prevent them from attending. Our CFO and Company Secretary, Geoff Hollis, is also online. I'd also like to welcome Billy Chan, a representative of the company's auditor, RSM Australia Partners.
Given this is a virtual meeting, I just want to run over some housekeeping issues before we commence the formal business. At this meeting, there will be 12 items of business, including 11 resolutions. Each resolution will be proposed and voted on as a simple majority to be carried. Today's meeting is being held virtually online via the Computershare platform. This allows shareholders, proxies, and guests to attend the meeting virtually. All attendees can watch a live webcast of the meeting. In addition, shareholders and proxies have the ability to ask questions and submit votes. Online attendees can submit questions at any time. To ask a written question, select the Q&A icon. Type your question in the text box. Once you have finished typing, please hit the Send button. A copy of your submitted questions can be viewed by selecting My Messages.
To ask a verbal question, please follow the instructions written below the broadcast. Please note that while you can submit questions from now on, I will not address them unless relevant time in the meeting. Please also note your questions may be moderated if we receive multiple questions on one topic. Finally, due to time constraints, we may not be able to answer all your questions. If this happens, we will answer them separately in due course. Voting today will be conducted by way of a poll on all items of business. In order to provide you with enough time to vote, I will shortly open voting for all resolutions. If you are eligible to vote at this meeting, resolutions will appear via the Vote tab. Selecting this tab will bring up a list of resolutions and present you with voting options.
To cast your vote, simply select one of the options. There is no need to hit a Submit or Enter button, as the vote is automatically recorded. You do, however, have the ability to change your vote up until the time I declare voting closed. I now declare voting open on all items of business, and please feel free to submit your votes at any time. I will give you advice before I move to close voting after the items of business. Before attending to the formal business of the meeting, I'd like to take this opportunity to reflect on some of our strategic highlights from the prior year. 2025 was a transformative year for the company. In October last year, we pivoted from machine sales to manufacturing and services, where we see much higher returns.
We appointed aerospace veteran Jim Simpson as Chief Executive and relocated our headquarters to Huntsville in the U.S.A. At the same time, we strengthened our leadership team in both Europe and Asia-Pacific. Most importantly, we have a clear commercialization pathway. We know where value lies, and we are focused on that. In manufacturing, it relies on our contact with aerospace and defense primes, and we have currently active engagement with more than 12 primes as compared to 2 in the prior year. In our coating and repair solutions, we're targeting those areas: oil and gas, maritime and aviation, particularly as relates to corrosion control, which is a very significant issue worldwide. We opened two state-of-the-art manufacturing facilities, one in Huntsville, Alabama, and the other in Heerenveen in the Netherlands in September.
We appointed Lieutenant General John Frewen as a Director, enhancing our aerospace and defense expertise in the APAC region. We established a U.S. Strategic Advisory Group comprising very experienced former military and aerospace executives to assist with us navigating the military-industrial complex in the U.S. Finally, thank you. With your support, we've raised AUD 80 million to support these expansion efforts. As Jim Simpson will soon speak to, we're making very good progress against that plan. On that note, I'm going to pass to Jim Simpson to give some views on the year. Thank you, Jim.
Thank you, Humphrey. Good morning and afternoon, everyone, and thank you for joining us. It's a privilege to speak with our shareholders for the first time at an annual general meeting since taking on the role of CEO and Managing Director. Let me begin with a simple reminder of who Titomic is today. Titomic is leading the future of aerospace and defence manufacturing, as well as coating and repair solutions through our world-leading Titomic Kinetic Fusion technology, or TKF. Unlike traditional manufacturing methods that rely on melting material, TKF enables the rapid fabrication, restoration, and strengthening of critical components using cold spray deposition. The result is stronger, more durable, more reliable structures produced faster and often at significantly lower life cycle cost. We're not just a technology developer.
We are a global industrial partner supporting more than 100 leading companies across aerospace, defence, oil and gas, transport, energy, and maritime sectors. We have built the infrastructure to match the ambition with production and R&D operations, as Humphrey talked about, in Huntsville, Alabama, our new global headquarters and a 59,000 sq ft modern facility, the Netherlands with our brand new Heerenveen facility, and Australia, our advanced incubator and technology base. This is the platform from which Titomic is executing our global expansion strategy. Can we go to the next chart, please? One of Titomic's unique strengths is our ability to serve customers across the entire spectrum of cold spray use cases. We offer the world's broadest and more capable cold spray system portfolio, including low and medium pressure systems ideal for on-site corrosion protection, surface repair, and coatings.
Used extensively in maritime, oil and gas, aviation, maintenance repair, overhaul, MRO, and in infrastructure environments, portable, field-deployable, and designed for rugged industrial use. Our high-pressure systems and Titomic Kinetic Fusion are flagship systems for structural additive manufacturing. We're capable of building monolithic aerospace and defence parts, complex geometries, and large-format components. These enable our customers to rapidly prototype, qualify, and field systems with unmatched lead times. Why does this matter? The breadth of combined with our proprietary TKF technology means Titomic can deliver everything from handheld repair solutions to production-scale machines to advanced multi-material additive manufacturing for the most demanding defense applications. It is a capability that positions Titomic as a global leader in the shift toward localized, resilient, high-efficiency production.
I'd like to now focus on what is represented in slides 11 and 12, our most recent progress, operational execution, and the momentum that it is now beginning to materialize into tangible results. While many of our activities remain in early phases or under confidentiality, I want to ensure shareholders can see that behind the scenes, Titomic is converting relationships into real engineering, real parts, and real performance outcomes. First, a significant technical milestone this year was achieved with U.S. prime contractor. Under a defined development program, we successfully designed, built, and delivered two thrust chambers. These units were completed and delivered to the customer within four months of contract signing and were subsequently tested successfully two months later in live firings. That rapid timeline from contract to design to manufacture to test is highly unusual in our industry.
It is a strong validation of both our technical capability and our unique value proposition, speed, agility, and precision in advanced manufacturing. As a direct result of this success, new follow-on activities with this same customer have been triggered and are currently under negotiation. In parallel, we have signed a separate contract with another major prime contractor to perform testing in support of rocket engine repair applications. This work is focused on validating Titomic's capability to extend component life, reduce downtime, and improve operational readiness, a clear and growing priority for defence and aerospace programs. Beyond missile and space propulsion applications, we are seeing increasing traction in industrial sectors as well. In the oil and gas market, where corrosion mitigation and asset life extension are critical and costly challenges, we have recently entered into a service agreement with a major firm in the Asia-Pacific region.
This represents an important first commercial foothold in a sector that we believe can become a significant contributor to recurring revenue. In Europe, interest continues to accelerate in our high-pressure systems and Titomic Kinetic Fusion capabilities. Engagements are progressing, and we anticipate near-term system sales as our Heerenveen facility becomes more widely known and utilized by regional customers. In the United States, our Huntsville facility is becoming an increasingly powerful asset. We have recently been requested to provide live demonstrations for both NAVAIR and Newport News focused on our ability to repair and protect critical components against corrosion. This is particularly significant when you consider that the U.S. Navy alone spent approximately $20.6 billion last year dealing with corrosion-related damage and prevention. That represents a massive persistent problem and exactly the type of problem our technology is uniquely suited to solve.
In addition to repair and sustainment, Titomic is exceptionally well positioned to support Golden Dome-related activities. In case you do not know, this is the U.S. Space and Missile Defense Program. Our ability to move rapidly from prototype to production in thrust chambers, warhead components, satellite exterior protection, hypersonic, and thermal structures makes us a natural enabler of programs that must be fielded rapidly and at scale. The three-year timeline being discussed for initial missile and space defense architecture strongly favors partners who can move with speed, and this is precisely where Titomic's technology excels. If we can go to looking forward, Titomic has a number of clear near-term catalysts. Number one, scaling U.S. operations and leveraging our presence in Huntsville to accelerate engagements with major primes, DOD agencies, and industrial partners. Number two, deepening our presence in Europe, especially in defense, with Heerenveen facility already hosting high-value discussions.
Number three, commercial expansion in coating and repair, particularly for corrosion mitigation in maritime, oil and gas, and infrastructure. Number four, extension of our pipeline with aerospace and defence primes, where TKF is enabling rapid prototype to qualification timelines that traditional methods cannot match. Five, continued leadership strengthening, including enhanced operational and production capabilities to meet global customer demand. These catalysts combined with a strong financial foundation and global footprint set stage for Titomic's next era of growth. When you step back and look at these activities together, the pattern is clear. We are moving from demonstration to delivery, from relationships to contracts, from interest to execution. These may at this stage look like small steps, but strategically they are extremely significant. Each program validates the core technology. Each success reduces risk. Each successful test or demonstration opens the door to larger programs and longer-term production opportunities.
It is exactly how deep sustainable industrial businesses are built. We still have much work ahead, but we now have the facilities, the leadership, the technology, and the market alignment to build a globally significant company. Most importantly, we are no longer just talking about potential. We are beginning to show proof. Thank you for your continued support, and I look forward to the next chapter of Titomic's growth.
Thank you, Jim. I'll now move on to the formal business of the meeting. The first item of business is to receive and consider the Annual Financial Report of the company for the financial year ended 30 June 2025, together with the Remuneration Report, the Director's Declaration, and reports of the Directors and company A uditor. There is no requirement for shareholders to vote on these reports. However, I will now ask CFO Mr. Geoff Hollis if there are any questions or comments that have been submitted in relation to the annual financial statements.
There are no questions or comments.
Thank you, Geoff. The next 11 items of business require shareholder vote and will be conducted via an online poll, as previously mentioned. The first resolution relates to the adoption of the 2025 Remuneration Report. To consider, and if thought fit, pass the following resolution as a non-binding ordinary resolution: that the company adopt the Remuneration Report for the year ended 30 June 2025 in accordance with Section 250R(2) of the Corporations Act. Please note that a vote on this resolution is advisory only and does not bind the Directors of the company. The Board abstains from making a recommendation or voting in relation to this resolution. There is no voting exclusion on this resolution. The key management personnel, as set out in the company's 2025 annual report and their closely related parties, must not and will not vote on this resolution.
An exception to this prohibition exists where the person is exercising a directed proxy, which specifies how the proxy is to vote on the proposed resolution on behalf of someone other than the key management personnel or a closely related party. A key management personnel or their closely related party that is appointed as a proxy must not exercise the proxy on a resolution connected directly or indirectly with the remuneration of a key management personnel if the proxy is undirected. However, the prohibition will not apply if the person is the chairman of the meeting at which the resolution is voted on and the shareholder expressly authorizes the chairman to exercise the proxy, even if the resolution is connected directly or indirectly with the remuneration of key management personnel of the company.
I report that the valid proxies received in advance of the meeting are displayed on the screen. The results of the voting for this resolution, once today's voting is completed, will be released to the ASX at the conclusion of this meeting. I will now ask Mr. Hollis if any questions or comments have been submitted in relation to the adoption of the 2025 Remuneration Report.
There are no questions Humphrey.
Thank you. I now move to item three, which is the second resolution, the election of Lieutenant General John Frewen. To consider and if thought fit, pass the following resolution as an ordinary resolution: that for the purposes of ASX Listing Rule 14.4, the company's constitution and for all other purposes, Lieutenant General John Frewen, AO DSC, being eligible, be elected as a Director of the company. The Directors of the company, other than Lieutenant General Frewen, recommend that shareholders vote in favor of this resolution. I report that the valid proxies received in advance of the meeting are displayed on the screen. The results of the voting for this resolution will be released after today's voting and at the conclusion of the meeting. Mr. Hollis, are there any questions or comments submitted in relation to this resolution?
No, there are no questions Humphrey .
Now move to resolution three, the election of Mr. Jim Simpson. To consider and if thought fit, pass the following resolution as an ordinary resolution: that for the purposes of the company's constitution and for all other purposes, Mr. Jim Simpson being eligible, be elected as a Director of the company. The Directors of the company, other than Mr. Simpson, recommend that shareholders vote in favor of this resolution. I report that the valid proxies received in advance of the meeting are displayed on the screen, and the results of this voting following today's meeting will be released to the ASX. I will now ask Mr. Hollis, are there any questions in relation to the election of Mr. Simpson?
There are no questions Humphrey .
Now move to resolution number four, the re-election of Dr. Andreas Schwer. To consider and if thought fit, pass the following resolution as an ordinary resolution: that for the purposes of ASX Listing Rule 14.4, the company's constitution and for all other purposes, Dr. Andreas Schwer retires by rotation and being eligible to be re-elected as a Director of the company. The Directors of the company, other than Dr. Schwer, recommend that shareholders vote in favor of this resolution. I report that the valid proxies received in advance of the meeting are displayed on the screen. The results of the voting following this meeting will be released to the ASX. Are there any questions in relation to this resolution, Geoff?
No, there are no questions Humphrey .
We move to resolution number five, the ratification of prior issue of Placement Shares to investors in July 2025. To consider and if thought fit, to pass the following resolution as an ordinary resolution: that for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders approve and ratify the issue of 200 million Placement Shares to investors on the 31st of July 2025, on the terms and conditions described in the Explanatory Memorandum. There is a voting exclusion on this resolution. The participants in the placement must not vote on the resolution. The Directors of the company recommend that shareholders vote in favor of this resolution. I report that the valid proxies received in advance of the meeting are there displayed on the screen, and the results of this voting following this meeting will be released to the ASX.
Geoff, are there any questions in relation to this resolution?
Look, we have one question from Stephen Mayne, Humphrey . He's just asking in relation to our capital raises for this one and the one we did in October 2024, why we didn't do a share purchase plan for any of our retail investors. I think I can start this answer off. I'm free. And you can jump in. We are very committed to do this very quickly. We didn't want the market to have any overhang after the raise. We got a very strong and good spread of institutional investors onto the register, which we haven't had before. We were able to get an oversubscribed result from the capital raise outside of what we wanted. We didn't feel we wanted to take any more money from anyone. If you've got anything further, I'm free. Feel free to add it.
I'd like to say that the retail component of any offer is always an open question for us, and we'll look at it each time if we were to go to the market. We'll look at it again.
Very good. That's the only question. Thanks.
Thank you. Going to resolution number six, the approval of issue of tranche two Placement Shares. I think we've done that one, haven't we? We're going to number seven. No. Approval of the issue of tranche two Placement Shares to investors in the July 2025 placement. To consider and if thought fit, pass the following resolution as an ordinary resolution: that for the purposes of ASX Listing Rule 10.11 and for all other purposes, shareholders approve the issue of 1.4 million tranche two placement shares to Directors of the company under the July 2025 placement on the terms and conditions described in the Explanatory Memorandum. There is a voting exclusion on this resolution. The participants in the placement must not vote on this resolution, being myself, Mr. Simpson, Ms. Ricardel, Lieutenant General Frewen, and Mr. Stromme. The Board abstains from making a recommendation in relation to this resolution.
I report the valid proxies received in advance of this meeting are displayed on the screen. The results of the voting will be disclosed to the market following this meeting. Were there any questions in relation to this resolution, Geoff?
There are no questions Humphrey .
Thank you. Go to resolution seven, approval of issue of rights and options to Mr. Jim Simpson. This is to consider and if thought fit, pass a resolution as follows: that for the purpose of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, shareholders approve the issue of 5 million rights and 25 million options to the Managing Director, Mr. Jim Simpson, on the terms and conditions as detailed in the Explanatory Memorandum which accompanies this Notice of Meeting. There is a voting exclusion on this resolution, and Mr. Simpson may not vote on this resolution. The Directors of the company, other than Mr. Simpson, recommend that shareholders vote in favor of this resolution.
I just want to remind shareholders that the terms of these incentive securities were determined and agreed by the Board in September 2024, prior to Mr. Simpson's commencement as Chief Executive of Titomic and prior to the company's October 2024 capital raise at AUD 0.12 a share. This is the first opportunity the company has had to seek approval since Jim became Managing Director on the 10th of January this year. I report that the valid proxies received in advance of this meeting are displayed on the screen. The results of the voting for this resolution will be released to the market following this meeting. Are there any questions being raised in relation to this resolution, Geoff?
There are no questions Humphrey .
Thank you. Go to resolution number eight, the approval of issue of shares to Mr. Jim Simpson. Item nine is to consider and if thought fit, pass the following resolution as an ordinary resolution: that for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, shareholders approve the issue of 804,518 shares to Mr. Jim Simpson on the terms and conditions as detailed in the Explanatory Memorandum which accompanied this Notice of Meeting. There is a voting exclusion on this resolution with Mr. Simpson not voting on this resolution. The Directors of the company, other than Mr. Simpson, recommend the shareholders vote in favor of this resolution. I report that the valid proxies received in advance of the meeting are displayed on the screen. The results of this resolution will be released to the market following conclusion of this meeting.
Were there any questions in relation to this resolution, Geoff?
No, there are no questions Humphrey .
Move to resolution number nine, the approval and issue of options to Lieutenant General John Frewen. To consider and if thought fit, pass the following resolution as an ordinary resolution: that for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, shareholders approve the issue of 5 million options to Lieutenant General John Frewen on the terms and conditions as detailed in the Explanatory Memorandum which accompanied this Notice of Meeting. There is a voting exclusion on this resolution with Lieutenant General John Frewen not voting on this resolution. The Directors of the company, other than Lieutenant General John Frewen, recommend that shareholders vote in favor of this resolution. I report the valid proxies received in advance of the meeting are displayed on the screen.
The results of voting for this resolution will be released to the market at the conclusion of this meeting. Geoff, were there any questions in relation to this resolution?
No, there are no questions Humphrey .
Move to resolution number ten, the renewal and approval of the equity incentive plan. To consider and if thought fit, pass the following resolution as an ordinary resolution: that for the purposes of ASX Listing Rule 7.2, Exception 13(b) and for all other purposes, shareholders renew the approval of and approve the issues of securities under the company's existing equity incentive plan on the terms and conditions described in the Explanatory Memorandum which accompanied this meeting. There is a voting exclusion on this resolution. Eligible participants of the equity incentive plan are not voting. The Board abstains from making a recommendation in relation to this resolution. I report the valid proxies received in advance of the meeting are displayed on the screen, and the results of the resolution will be released to the market at the conclusion of the meeting. Geoff, were there any questions in relation to this?
No, there are no questions Humphrey .
Finally, go to resolution 11, the appointment of the auditor. To consider and if thought fit, to pass the following resolution as an ordinary resolution: that for the purposes of Section 327B(1) of the Corporations Act and for all other purposes, RSM Australia Partners having been nominated by a shareholder and consented in writing to act as auditor of the company, be appointed Auditor of the company effective immediately. The Directors of the company recommend that shareholders vote in favor of this resolution. I report that the valid proxies received in advance of this meeting are displayed on the screen, and the results of this voting will be released to the market at the conclusion of this meeting. Geoff, were there any questions in relation to the appointment of the auditor?
There was one question Humphrey from Stephen Mayne about whether we open this tender up to the big four audit firms, and I'll just confirm that we did not do that. We felt the mid-tier firms that we approached, there were two, had a good global spread for our growing global business and were suitable for us at this time. That was the only question.
Okay. That brings us to the end of our formal business. Thank you, everybody, for your forbearance. I'll now ask Geoff if there are any other questions or comments that have been submitted.
There's one other question from Stephen Mayne. It's a long one, but the crux of the question is, could the Chair or CEO please comment on their approach and the Board's approach in trading in our shares and whether they are committed long-term shareholders given recent events in the sector?
Yeah, I can certainly address that. All of the Board are committed to the company, and I think you can see today from resolution six that the Board continues to invest in the company. The Board's view is that we are long-term holders of shares in the company, and the only instance where the Board members may look to sell shares would be to satisfy tax obligations directly associated with any shares that have been issued to them under performance rights or options. I can say that the general principle and intention of the Board is that we are long-term holders of shares and will continue to invest in the business.
Yeah. I think just to add to that Humphrey . I think if there are any selling for tax purposes in the future, we'll be very transparent about it.
Yeah, most certainly.
There are no other questions.
Okay. I can now confirm that voting is closed, and there being no other questions, I want to thank you again, shareholders, for your interest and support in the company. As I mentioned in my earlier comments, it has been a transformative year, and we are all very excited about where that leads, and we thank you for your support. I now declare the meeting closed.