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ARIKA RESOURCES LIMITED — Capital/Financing Update 2025
Aug 27, 2025
64420_rns_2025-08-27_4e56a84c-31c2-419e-9805-96542e098cfe.pdf
Capital/Financing Update
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ASX:IR1 - ASX RELEASE I 28 August 2025
IRIS METALS TO DIVEST KOOKYNIE GOLD PROJECT
HIGHLIGHTS
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IRIS Metals has executed a binding agreement to transfer its interest in the Kookynie Gold Project tenements to Arika Resources Limited (ASX: ARI)
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The divestment provides IRIS with non-dilutive funding and equity exposure through ARI shares, enhancing value for shareholders
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It also supports IRIS’ strategy to focus on advancing its core lithium exploration, development and commercial programs in the Black Hills of South Dakota, USA and assessing various critical mineral opportunities
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Consideration includes up to $535,000 in cash payments and 15 million ARI shares, providing IRIS with exposure to ARI’s growth in the Kookynie district
IRIS Metals Limited (ASX: IR1 ) (“ IRIS ” or “ the Company ”) is pleased to announce that it has entered into a binding agreement with Arika Resources Limited (ASX: ARI) to divest the Kookynie Gold Project, comprising a portfolio of exploration and mining.
The transaction aligns with IRIS’s strategy to concentrate on its primary focus of hard rock lithium exploration in South Dakota, USA, where the Company holds a suite of highly prospective assets, while concurrently assessing various opportunities in the critical mineral space. The divestment provides non-dilutive funding and equity exposure to support IRIS’s lithium growth initiatives.
IRIS Metals Chairman, Peter Marks, commented:
“This agreement delivers a strategic outcome for IRIS, enabling us to concentrate on advancing our exploration and development activities across our South Dakota lithium properties to build a domestic lithium supply for the U.S. market. IRIS shareholders will benefit from both immediate value realisation and potential exposure to long-term growth of this project.”
Transaction Details
Under the terms of the agreement, IRIS will receive the following consideration from ARI for the divestment of the Kookynie Gold Project:
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Up to $35,000 for reimbursement of costs incurred on the Tenements since April 2025
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A non-refundable fee of $100,000 at signing (Signing Consideration)
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$300,000 in cash (Cash Consideration)
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The issue of 15 million ARI shares (Consideration Shares)
IRISMETALS.COM
ASX:IR1
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- Subject to Completion occurring, $100,000 in cash 12 months after completion (Deferred Consideration)
Of the Consideration Shares:
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5,000,000 Shares will be escrowed for a period of 3 months from completion
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5,000,000 Shares will be escrowed for a period of 6 months from completion
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5,000,000 Shares will be escrowed for a period of 9 months from completion
Completion of the divestment is set for 45 days and is conditional upon the satisfaction (or mutual waiver) of the condition’s precedent, including any necessary regulatory approvals.
IRIS and ARI still must complete all necessary ancillary legal documentation, while the transaction is still subject to standard regulatory conditions apparent in Western Australia, including ministerial consent to transfer the tenements. IRIS confirms that ARI is an unrelated party of the Company and that the divestment has been negotiated on arms’ length terms. ARI is not a person to which ASX Listing Rule 10.1 applies.
ENDS
This announcement was approved for release by the Board of Iris Metals.
For further information, please contact:
COMPANY
INVESTORS & MEDIA
Peter Marks Melissa Tempra E. [email protected] E. [email protected]
About IRIS Metals (ASX:IR1)
IRIS Metals Ltd (ASX:IR1) is an exploration company with an extensive suite of assets considered to be highly prospective for hard rock lithium located in South Dakota, United States (US). The company’s large and expanding South Dakota Project is located in a mining friendly jurisdiction and provides the company with strong exposure to the battery metals space, and the incentives offered by the US government for locally sourced critical minerals.
The Black Hills have a long and proud history of mining dating back to the late 1800s. The Black Hills pegmatites are famous for having the largest recorded lithium spodumene crystals ever mined. Extensive fields of fertile LCT-pegmatites outcrop throughout the Black Hills with significant volumes of lithium spodumene mined in numerous locations.
To learn more, please visit: www.irismetals.com
IRISMETALS.COM
ASX:IR1
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Forward looking Statements:
This announcement may contain certain forward-looking statements that have been based on current expectations about future acts, events and circumstances. These forward-looking statements are, however, subject to risks, uncertainties and assumptions that could cause those acts, events and circumstances to differ materially from the expectations described in such forward-looking statements. These factors include, among other things, commercial and other risks associated with exploration, estimation of resources, the meeting of objectives and other investment considerations, as well as other matters not yet known to IRIS or not currently considered material by the company. IRIS accepts no responsibility to update any person regarding any error or omission or change in the information in this presentation, or any other information made available to a person or any obligation to furnish the person with further information.
Not an offer in the United States:
This announcement has been prepared for publication in Australia and may not be released to US wire services or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.
Competent Persons Statement:
The information in this announcement that relates to exploration results is based on information reviewed by Matt Hartmann, IRIS’ President of U.S. Operations, and a Competent Person who is a Member of the Australasian Institute of Mining and Metallurgy (MAusIMM) (318271), a Registered Member of the Society for Mining, Metallurgy and Exploration (RM-SME) (4170350RM). Matt Hartmann is an exploration geologist with over 20 years’ experience in mineral exploration, including lithium exploration and resource definition in the western United States, and has sufficient experience in the styles of mineralisation and type of deposit under consideration and to the activity undertaken to qualify as a Competent Person as defined in the 2012 Edition of the Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Matt Hartmann has consented to the inclusion in this Public Report of the matters based on his information in the form and context in which it appears.
Listing Rule 5.23.2:
In respect of this announcement, where IRIS has referred to, or referenced, prior ASX market announcements, IRIS confirms that it is not aware of any new information or data that materially affects the information included in the relevant market announcement (unless otherwise stated) and, in the case of estimates of mineral resources or ore reserves, that all material assumptions and technical parameters underpinning the estimates in the prior relevant market announcement continue to apply and have not materially changed.
IRISMETALS.COM
ASX:IR1