IRIS METALS LIMITED — AGM Information 2023

Jul 30, 2023

ASX Announcement/Press Release | 31 July 2023 IRIS Metals Limited (ASX:IR1)

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2023 Annual General Meeting Notice of Meeting and Proxy

IRIS Metals Limited (ASX:IR1) (“IRIS” or “the Company”) attaches the following documents in relation to its Annual General Meeting (“AGM”), being held at 11.00AM AEST on Wednesday 30 August 2023:

• AGM Notice of Meeting; and

• Proxy Form.

This ASX announcement has been authorised by the Board of IRIS Metals Limited

For further information, please contact:

IRIS Metals Limited

E: admin@irismetals.com

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.

About IRIS Metals (ASX:IR1)

IRIS Metals (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

www.IRISmetals.com

IRIS Metals Limited

c/- Quinert Rodda & Assoc Level 6, 400 Collins St Melbourne VIC 3000 ACN: 646 787 135

https://www.irismetals.com

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IRIS Metals Limited

Notice of 2023 Annual General Meeting Explanatory Statement | Proxy Form

Wednesday, 30[th] August 2023

11:00AM AEST

As a Hybrid Meeting

Address

Suite 205, 9-11 Claremont Street, South Yarra, VIC 3141; and

And as a Virtual Meeting:

Register online at investor.automic.com.au

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Contents

Contents
Venue and Voting Information	2
Notice of Annual General Meeting – Agenda and Resolutions	6
Notice of Annual General Meeting – Explanatory Statement	11
Glossary	22
Annexure A – Terms of Unlisted Options (Resolution 5)	24
Annexure B – Harvis Advisers Pty Ltd: Terms of Mandate (Resolution 5)	27
Proxy Form	Attached

Important Information for Shareholders about the Company’s 2023 AGM

This Notice is given based on circumstances as at Thursday, 20 July 2023. Should circumstances change, the Company will make an announcement on the ASX market announcements platform and on the Company’s website at https://irismetals.com/ . Shareholders are urged to monitor the ASX announcements platform and the Company’s website.

Venue and Voting Information

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 11:00AM AEST on Wednesday, 30[th] August 2023 at Suite 205, 9-11 Claremont Street, South Yarra VIC 3141 and as a virtual meeting .

The company is pleased to provide shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting platform powered by Automic.

Shareholders that have an existing account with Automic will be able to watch, listen, and vote online.

Shareholders who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance of the Meeting to avoid any delays on the day of the Meeting. An account can be created via the following link investor.automic.com.au and then clicking on “ register ” and following the prompts. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic.

To access the virtual meeting on the day:

1. Open your internet browser and go to investor.automic.com.au ;

2. Login with your username and password or click “ register ” if you haven’t already created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting ;

3. After logging in, a banner will display at the bottom of your screen to indicate that the meeting is open for registration, click on “ Register ” when this appears. Alternatively, click on “ Meetings ” on the left-hand menu bar to access registration;

4. Click on “ Register ” and follow the steps; and

5. Click on the URL to join the webcast where you can view and listen to the virtual meeting. Note that the webcast will open in a separate window.

Shareholders will be able to vote (see the “Voting virtually at the Meeting” section of this Notice of Meeting below) and ask questions at the virtual meeting.

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Shareholders are also encouraged to submit questions in advance of the Meeting to the Company.

Questions must be submitted in writing to David Franks, Company Secretary, at david.franks@automicgroup.com.au at least 48 hours before the AGM.

The Company will also provide Shareholders with the opportunity to ask questions during the Meeting in respect to the formal items of business as well as general questions in respect to the Company and its business.

Your vote is important

The business of the Annual General Meeting affects your shareholding, and your vote is important.

Voting in person

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

Voting virtually at the Meeting

Shareholders who wish to vote virtually on the day of the AGM can do so through the online meeting platform powered by Automic.

Once the Chair of the Meeting has declared the poll open for voting click on "Refresh" within the platform to be taken to the voting screen.

Select your voting direction and click "confirm" to submit your vote. Note that you cannot amend your vote after it has been submitted.

For further information on the live voting process please see the Registration and Voting Guide at https://www.automicgroup.com.au/virtual-agms/.

Voting by proxy

To vote by proxy, please use one of the following methods:

Online	Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsahby following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form. For further information on the online proxy lodgement process please see the Online Proxy Lodgement Guideat https://www.automicgroup.com.au/virtual- agms/
By post	Automic, GPO Box 5193, Sydney NSW 2001
By hand	Automic, Level 5, 126 Phillip Street, Sydney NSW 2000
By email	Completing the enclosed Proxy Form and emailing it to: meetings@automicgroup.com.au

Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid.

Power of Attorney

If the proxy form is signed under a power of attorney on behalf of a shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the proxy form, unless the power of attorney has already provided it to the Share Registry.

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Corporate Representatives

If a representative of a corporate shareholder or a corporate proxy will be attending the Meeting, the representative should bring to the Meeting adequate evidence of their appointment, unless this has previously been provided to the Share Registry.

Technical difficulties

Technical difficulties may arise during the course of the Annual General Meeting. The Chair has discretion as to whether and how the Meeting should proceed in the event that a technical difficulty arises. In exercising his discretion, the Chair will have regard to the number of Shareholders impacted and the extent to which participation in the business of the Meeting is affected. Where he considers it appropriate, the Chair may continue to hold the Meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, Shareholders are encouraged to lodge a proxy not later than 48 hours before the commencement of the Meeting.

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Notice to Facilitate Electronic Communications with Shareholders

Recent legislative changes to the Corporations Act 2001 (Cth) mean there are new options available to IRIS Metals Limited shareholders as to how you receive communications from the Company .

IRIS Metals Limited will no longer be sending physical meeting documents unless you request a copy to be posted.

The Company encourages all shareholders to provide an email address so we can communicate with you electronically when shareholder notices become available online, for items such as meeting documents and annual reports.

Shareholders can still elect to receive some or all of their communications in physical or electronic form, or elect not to receive certain documents such as annual reports. To review your communications preferences, or sign up to receive your shareholder communications via email, please update your details at the Automic website (https://investor.automic.com.au/#/home) with your username and password.

How do I create an account with Automic?

To create an account with Automic, please go to the Automic website

(https://investor.automic.com.au/#/home), click on ‘register’ and follow the steps. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic.

If you are a shareholder and would like a physical copy of a communication, need further information about the options available to you or have questions about your holding, visit https://www.automicgroup.com.au/contact-us/ or contact the Automic Registry:

By post	Automic, GPO Box 5193, Sydney NSW 2001
In person	Automic, Level 5, 126 Phillip Street, Sydney NSW 2000
Telephone (within Australia)	1300 288 664
Telephone (outside Australia)	+61 2 9698 5414
By facsimile	+61 2 8583 3040
Email	hello@automicgroup.com.au
Website	https://www.automicgroup.com.au/

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Notice of Annual General Meeting

Notice is hereby given that an Annual General Meeting of Shareholders of IRIS Metals Limited ACN 646 787 135 will be held at 11:00AM AEST on Wednesday, 30[th] August 2023 at Suite 205, 9-11 Claremont Street, South Yarra, VIC 3141 and as a virtual meeting (Meeting) .

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form forms part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 7:00PM AEST on Monday, 28[th] August 2023.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

Agenda

Ordinary business

Financial statements and reports

“To receive and to consider the Annual Financial Report of the Company for the financial year ended 31 March 2023 together with the declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor’s Report for that financial year.”

Note : This item of ordinary business is for discussion only and is not a resolution .

Pursuant to the Corporations Act, Shareholders will be given a reasonable opportunity at the Meeting to ask questions about, or make comments in relation to, each of the aforementioned reports during consideration of these items.

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Resolutions

Remuneration Report

1. Resolution 1 – Adoption of Remuneration Report

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s Annual Financial Report for the financial year ended 31 March 2023.”

Note : The vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Exclusion Statement : In accordance with the Corporations Act, the Company will disregard any votes cast on Resolution 1 by or on behalf of a member of the Company’s key management personnel (including the Directors), whose remuneration details are included in the Remuneration Report ( KMP ), or any of that person’s Closely Related Parties (such as close family members and any controlled companies of those persons) (collectively referred to as Restricted Voter). However, the Company need not disregard a vote if:

• (a) it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1; and

• (b) it is not cast on behalf of a Restricted Voter.

If you appoint the person chairing the Meeting ( Chair ) and you are not a Restricted Voter, by submitting the Proxy Form you authorise the person chairing the Meeting to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP, and you will be taken to have directed the Chair to vote in accordance with his or her stated intention to vote in favour of Resolution 1. If you do not want your vote exercised in favour of Resolution 1, you should direct the person chairing the Meeting to vote “against”, or to abstain from voting on, this Resolution.

- Re election of Directors

2. Resolution 2 – Re-election of Peter Marks as Director

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

“That Peter Marks, a Director who retires by rotation in accordance with the Company’s Constitution and ASX Listing Rule 14.5, and being eligible offers himself for re-election as a Director of the Company, effective immediately.”

3. Resolution 3 – Re-election of Christopher Connell as Director

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

“That Christopher Connell, a Director who retires by rotation in accordance with the Company’s Constitution and ASX Listing Rule 14.5, and being eligible offers himself for reelection as a Director of the Company, effective immediately.”

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ASX Listing Rule 7.1A (Additional 10% Capacity)

1. Resolution 4 – ASX Listing Rule 7.1A Approval of Future Issue of Securities

To consider and, if thought fit, to pass the following resolution as a Special Resolution :

“That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, the Shareholders approve the issue of equity securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Ratification of Prior Issue of Unlisted Options to Harvis Advisory Pty Ltd as Strategic Corporate Advisor

5. Resolution 5 – Ratification of Prior Issue of Unlisted Options to Harvis Advisory Pty Ltd as Strategic Corporate Advisor

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, the Shareholders ratify the allotment and prior issue of 900,000 Unlisted Options issued on 10 July 2023 and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of	Voting Exclusion Statement: The Company will disregard any votes cast in favour of
Resolution 5 by or on behalf of:
(a)	a person who participated in the issue or is a counterparty to the agreement being
	approved; or
(b)	an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of Resolution 5 by:
(i)	a person as proxy or attorney for a person who is entitled to vote on the Resolution,
	in accordance with directions given to the proxy or attorney to vote on the
	Resolution in that way; or
(ii)	the Chair of the Meeting as proxy or attorney for a person who is entitled to vote
	on the Resolution, in accordance with a direction given to the Chair to vote on the
	Resolution as the Chair decides; or
(iii)	a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
	behalf of a beneficiary provided the following conditions are met:
	• the beneficiary provides written confirmation to the holder that the beneficiary
	is not excluded from voting, and is not an associate of a person excluded from
	voting, on the Resolution; and
	• the holder votes on the Resolution in accordance with directions given by the
	beneficiary to the holder to vote in that way.

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’ - Maximum Aggregate Amount of Non Executive Directors Fees

6. Resolution 6 – Approval to Increase the Maximum Aggregate Amount of Non-Executive Directors’ Fees

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution :

“That, for the purposes of ASX Listing Rule 10.17 and for all other purposes, the maximum aggregate amount of remuneration that may be paid to the Company’s non-executive directors in any financial year is increased by $200,000, from $400,000 to $600,000, effective immediately.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of:

• (a) any Director of the Company; or

• (b) an Associate of that person or those persons.

However, this does not apply to a vote cast in favour of Resolution 6 by:

• (i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

• (ii) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement : In accordance with section 250BD of the Corporations

Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 6 if:

• (a) the proxy is either:

• (i) a member of the Company’s Key Management Personnel; or

• (ii) a closely related party of a member of the Company’s Key Management Personnel; and

• (b) the appointment does not specify the way the proxy is to vote on the resolution.

However, the above prohibition does not apply if:

• (a) the proxy is the Chair of the Meeting; and

• (b) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Company’s Key Management Personnel.

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BY ORDER OF THE BOARD

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David Franks Company Secretary Thursday, 20 July 2023

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Explanatory Statement

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 11:00AM AEST on Wednesday, 30th August 2023 at Suite 205, 9-11 Claremont Street, South Yarra, VIC 3141 and as a virtual meeting .

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

If you are in any doubt about what to do in relation to the Resolutions contemplated in the Notice of Meeting and this Explanatory Statement, it is recommended that you seek advice from an accountant, solicitor or other professional advisor.

Full details of the business to be considered at the Annual General Meeting are set out below.

Agenda

Ordinary business

Financial statements and reports

In accordance with the Constitution and the Corporations Act, the business of the Annual General Meeting will include receipt and consideration of the Annual Financial Report of the Company for the financial year ended 31 March 2023 together with the declaration of the Directors, the Director’s Report, the Remuneration Report and the Auditor’s Report.

In accordance with the amendments to the Corporations Act, the Company is no longer required to provide a hard copy of the Company’s Annual Financial Report to Shareholders unless a Shareholder has specifically elected to receive a printed copy.

Whilst the Company will not provide a hard copy of the Company’s Annual Financial Report unless specifically requested to do so, Shareholders may view the Company Annual Financial Report on its website at https://irismetals.com/investors/asx-reports/.

No resolution is required for this item, but Shareholders will be given the opportunity to ask questions and to make comments on the management and performance of the Company.

The Company’s auditor will be present at the Meeting. During the discussion of this item, the auditor will be available to answer questions on the:

• Conduct of the audit;

• Preparation and content of the Auditor’s Report;

• Accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• Independence of the auditor in relation to the conduct of the audit.

Written questions of the auditor

If you would like to submit a written question about the content of the Auditor’s Report or the conduct of the audit of the Annual Financial Report of the Company’s auditor, please send your question to the Company Secretary. A list of qualifying questions will be made available at the Meeting.

Please note that all written questions must be received at least five business days before the Meeting, which is by Wednesday, 23[rd] August 2023.

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Resolutions

Remuneration Report

Resolution 1 – Adoption of Remuneration Report

In accordance with section 250R(2) of the Corporations Act, the Company is required to present to its Shareholders the Remuneration Report as disclosed in the Company’s Annual Financial Report.

The vote on the Resolution is advisory only and does not bind the Directors or the Company. The Remuneration Report is set out in the Company’s Annual Financial Report and is also available on the Company’s website at https://irismetals.com/investors/asx-reports/.

However, if at least 25% of the votes cast are against the adoption of the Remuneration Report at the Meeting (subject of this Notice of Meeting), and then again at the 2024 Annual General Meeting ( 2024 AGM ), the Company will be required to put to the vote a resolution ( Spill Resolution ) at the 2024 AGM to approve the calling of a further meeting ( Spill Meeting ). If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the Spill Meeting within 90 days of the 2024 AGM. All of the Directors who were in office when the 2024 Directors’ Report was approved, other than the Managing Director, will (if desired) need to stand for reelection at the Spill Meeting.

The Remuneration Report explains the Board’s policies in relation to the nature and level of remuneration paid to KMPs (including Directors) and sets out remuneration details, service agreements and the details of any share-based compensation.

Voting

Note that a voting exclusion applies to Resolution 1 in the terms set out in the Notice of Meeting. In particular, the Directors and other Restricted Voters must not vote on this Resolution and must not cast a vote as proxy, unless the appointment gives a direction on how to vote, or the proxy is given to the Chair and you submit the Proxy Form, authorising the Chair to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP and that in doing so you will be taken to have directed the Chair to vote in accordance with the Chair’s stated intention to vote in favour of Resolution 1.

Shareholders are urged to read carefully the Proxy Form and to provide a direction to the proxy on how to vote on this Resolution.

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- Re election of Directors

Resolution 2 – Re-election of Peter Marks as Director

The Company’s Constitution requires that subject to the Listing Rules and Clause 19.4, at the Company’s annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded upwards in case of doubt), shall retire from office, provided always that no Director except a Managing Director shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself for reelection. The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots. An election of Directors shall take place each year.

ASX Listing Rule 14.5 also provides that an entity which has Directors must hold an election of Directors at each annual general meeting.

Peter Marks was appointed a Director of the Company on 23[rd] December 2020 and was last reelected as a Director at the 2022 AGM.

Under this Resolution, Peter Marks has volunteered to retire by rotation, and being eligible, seeks re-election as a Director of the Company at this AGM.

Qualifications and other material directorships

Mr Marks has over 35 years’ experience in corporate advisory, and investment banking. Over the course of his long career, he has specialised in capital raising IPO's, cross border, M&A transactions, corporate underwriting and venture capital transactions for companies in Australia, the US and Israel. He has been involved in a broad range of transactions with a special focus in the life sciences, biotechnology, medical technology and high tech segments as well as in the resources sector. Peter has served as both an Executive and Non-Executive Director of a number of different entities which have been listed on the ASX, Nasdaq and AIM markets.

Mr Marks holds a Bachelor of Economics, Bachelor of Laws and a Graduate Diploma in Commercial Law from Monash University, Australia. He also holds an MBA from the University of Edinburgh, Scotland. Mr Marks currently serves as a Director on the following ASX listed companies: Alterity Therapeutics Limited (ASX: ATH), Evergreen Limited (ASX:EG1) and Noxopharm Limited (ASX: NOX).

Independence

Peter Marks is an Executive Director in the Company.

If re-elected the Board does not consider Peter Marks will be an independent Director.

Board recommendation

The Board has reviewed the performance of Peter Marks since his appointment to the Board and considers that Peter Marks’ skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, the Board (excluding Peter Marks) supports the re-election of Peter Marks and recommends that Shareholders vote for this Resolution.

Peter Marks has confirmed that he considers he will have sufficient time to fulfil his responsibilities as an Executive Director of the Company and does not consider that any other commitment will interfere with his availability to perform his duties as an Executive Director of the Company.

Resolution 3 – Re-election of Christopher Connell as Director

The Company’s Constitution requires that subject to the Listing Rules and Clause 19.4, at the Company’s annual general meeting in every year, one-third of the Directors for the time being, or,

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if their number is not a multiple of 3, then the number nearest one-third (rounded upwards in case of doubt), shall retire from office, provided always that no Director except a Managing Director shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself for reelection. The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots. An election of Directors shall take place each year.

ASX Listing Rule 14.5 also provides that an entity which has Directors must hold an election of Directors at each annual general meeting.

Christopher Connell was appointed a Director of the Company on 2[nd] April 2021 and was last reelected as a Director at the 2022 AGM.

Under this Resolution, Christopher Connell has volunteered to retire by rotation, and being eligible, seeks re-election as a Director of the Company at this AGM.

Qualifications and other material directorships

Chris was, until recently, Regional Exploration Manager of SolGold Plc and has a successful track record in discovering economic deposits both in Australia and worldwide. He leads the exploration team that recently discovered the large copper-gold Porvenir project in southern Ecuador.

Mr Connell currently serves as a Director on the following ASX listed companies: Evergreen Limited (ASX:EG1).

Other material information

The Company conducts appropriate checks on the background and experience of candidates before their appointment to the Board. These include checks as to a person’s criminal record and bankruptcy history. The Company undertook such checks of Christopher Connell as part of the Initial Public Offer and Listing process. There was no material information revealed by the background checks.

Christopher Connell has confirmed that he considers he will have sufficient time to fulfil his responsibilities as an Executive Director of the Company and does not consider that any other commitment will interfere with his availability to perform his duties as an Executive Director of the Company.

Independence

Christopher Connell is an Executive Director in the Company.

If elected the Board does not consider Christopher Connell will be an independent director.

Board’s recommendation

The Board has reviewed the performance of Christopher Connell since his appointment to the Board and considers that Christopher Connell skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, the Board (excluding Christopher Connell) supports the election of Christopher Connell and recommends that Shareholders vote for this Resolution.

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ASX Listing Rule 7.1A

Resolution 4 – ASX Listing Rule 7.1A Approval of Future Issue of Securities

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to add an additional 10% capacity.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation less than the amount prescribed by ASX (currently $300 million).

As of the close of trading on Thursday, 20 July 2023, the Company has a market capitalisation of approximately $177.07 million and therefore is an eligible entity. If at the time of the Meeting the Company is no longer an eligible entity this Resolution will be withdrawn.

This Resolution seeks Shareholder approval by way of a special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue equity securities without Shareholder approval.

If this Resolution is passed, the Company will be able to issue equity securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If this Resolution is not passed, the Company will not be able to access the additional 10% capacity to issue equity securities without Shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing equity securities without Shareholder approval set out in Listing Rule 7.1.

Information Required by ASX Listing Rule 7.3A

The following information is provided to Shareholder for the purposes of Listing Rule 7.3A.

Period for which the approval will be valid

An approval under this Listing Rule 7.1A commences on the date of the annual general meeting at which the approval is obtained and expires on the first to occur of the following:

• (a) the date which is 12 months after the date of the annual general meeting at which the approval is obtained;

• (b) the time and date of the entity’s next annual general meeting; and

• (c) the time and date on which Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

Minimum price at which the equity securities may be issued under Listing Rule 7.1A

Any equity securities issued under Listing Rule 7.1A.2 must be an existing quoted class of the Company’s equity securities and issued for cash consideration.

The issue price per equity security must not be less than 75% of the volume weighted average market price of the equity securities in that class, calculated over 15 trading days on which trades in that class were recorded immediately before:

• (a) the date on which the price at the equity securities are to be issued is agreed by the Company and the recipient of the equity securities; and

• (b) if the equity securities are not issued within 10 trading days of the date in paragraph (a), the date on which the equity securities are issued.

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Purposes for which the funds raised by an issue of equity securities under Listing Rule 7.1A may be used

As noted above, any equity securities issued under Listing Rule 7.1A.2 must be issued for cash consideration. Accordingly, every issue of equity securities under Listing Rule 7.1A.2 will have an accompanying proposed use of funds at the time of issue.

As at the date of this Notice, the Company has not formed an intention to offer any equity securities under Listing Rule 7.1A during the Listing Rule 7.1A mandate period, if Shareholders approve this Resolution. However, if Shareholders approved this Resolution and the Company did raise funds from the issue of equity securities under Listing Rule 7.1A, based on the Company’s existing plans, the Company considers that the funds may be used for the following purposes:

• (a) acquisition of assets such as mineral tenements, or a business or company holding mineral tenements, where those tenements may be at various stages such as exploration through to an operating and producing tenement;

• (b) exploration activities;

• (c) screenings and assessments, feasibility studies, appraisal and testing activities, development and production expenditures on the Company’s current assets or acquired assets or any aspects related to the financing thereof;

• (d) for general corporate purposes, including working capital; and

• (e) for the costs of the raising.

Risk of economic and voting dilution to existing ordinary Securityholders

If this Resolution is approved, and the Company issues equity securities under Listing Rule 7.1A, the existing Shareholders’ economic and voting power in the Company will be diluted.

There is a risk that:

• (a) the market price for the Company’s equity securities in that class may be significantly lower on the issue date than on the date of the approval under Listing Rule 7.1A; and

• (b) the equity securities may be issued at a price that is at a discount (as described above) to the market price for the Company’s equity securities on the issue date;

• which may have an effect on the amount of funds raised by the issue of equity securities under Listing Rule 7.1A.

The table below shows the potential dilution of existing Securityholders on the basis of 3 different assumed issue prices and values for the variable “A” in the formula in rule 7.1A.2:

Variable “A” ASX Listing Rule 7.1A.2	Variable “A” ASX Listing Rule 7.1A.2	Potential Dilution and Funds Raised	Potential Dilution and Funds Raised	Potential Dilution and Funds Raised
		$0.705 50% decrease in issueprice	$1.41 issue prices(b)	$2.82 100% increase in issueprice
“A” is the number of shares on issue, being 125,580,000 Shares(a)	10% voting dilution(c)	12,558,000	12,558,000	12,558,000
	Funds raised	$8,853,390	$17,706,780	$35,413,560
“A” is a 50% increase in shares on issue, being 188,370,000 Shares	10% voting dilution(c)	18,837,000	18,837,000	18,837,000
	Funds raised	$13,280,085	$26,560,170	$53,120,340
“A” is a 100% increase in shares on issue, being 251,160,000 Shares	10% voting dilution(c)	25,116,000	25,116,000	25,116,000
	Funds raised	$17,706,780	$35,413,560	$70,827,120

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Notes:

• (a) Based on the total number of fully paid ordinary Shares on issue as at 20 July 2023.

• (b) Based on the closing price of the Company’s Shares on ASX as at 20 July 2023.

• (c) The table assumes that the Company issues the maximum number of ordinary Shares available to be issued under Listing Rule 7.1A.

• (d) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of issues of equity securities under Listing Rule 7.1A based on that Shareholder’s holding at the date of this Explanatory Statement.

• (e) The table shows the effect of an issue of equity securities under Listing Rule 7.1A only, not under the Company’s 15% placement capacity under Listing Rule 7.1.

Allocation policy for issues under Listing Rule 7.1A

The Company’s allocation policy and the identity of the allottees of equity securities under Listing Rule 7.1A will depend on a number of factors, including:

• (a) the Company’s intentions in relation to the possible issue of equity securities (for cash consideration) during the Listing Rule 7.1A mandate period;

• (b) the structure and timeframe of the capital raising opportunities available to the Company and any alternative methods for raising funds that are available to the Company (such as a pro rata offer or an offer under a share purchase plan);

• (c) the potential effect on the control of the Company;

• (d) the Company’s financial position and the likely future capital requirements; and

• (e) advice from the Company’s corporate or financial advisors.

Based on the Company’s historical cashflow reports and capital raising activities in the past 12 months, the Company considers that it may raise funds during the Listing Rule 7.1A mandate period, although this cannot be guaranteed. As of the date of this Notice, no specific intention to issue equity securities in relation to any parties, investors or existing Securityholders have been formed. In addition, no intentions have been formed in relation to the possible number of issues, or the time frame in which the issues could be made. Subject to the requirements of the Listing Rules and the Corporations Act, the Board of Directors reserve the right to determine at the time of any issue of equity securities under Listing Rule 7.1A, the allocation policy that the Company will adopt for that issue.

If and when the determination is made to proceed with an issue of equity securities during the Listing Rule 7.1A mandate period, details regarding the allottees and purposes of issue will be disclosed pursuant to the Company’s obligations under Listing Rules 3.10.3 and 7.1A.4.

Offers made under Listing Rule 7.1A may be made to parties (excluding any related parties) including professional and sophisticated investors, existing Shareholders of the Company, clients of Australian Financial Service Licence holders and/or their nominees, or any other person to whom the Company is able to make an offer of equity securities.

The Company has not issued or agreed to issue equity securities under Listing Rule 7.1A.2 in the 12 months preceding the AGM.

This Resolution is a Special Resolution. For a Special Resolution to be passed, at least 75% of the votes validly cast on the resolution by Shareholders (by number of ordinary shares) must be in favour of this Resolution.

Directors’ recommendation

The Board of Directors recommend that Shareholders vote for this Resolution.

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Ratification of Prior Issue of Unlisted Options to Harvis Advisory Pty Ltd as Strategic Corporate Advisor

Resolution 5 – Ratification of Prior Issue of Harvis Advisory Pty Ltd as Strategic Corporate Advisor

Background

As announced by the Company on 29 June 2023, the Company appointed Harvis Advisers Pty Ltd, led by Mr Kelvin Flynn, as Strategic & Corporate Advisor to assist with the progression of its South Dakota lithium projects in the USA.

On Monday 10 July 2023, the Company issued the following unquoted securities utilising the Company’s existing capacity under Listing Rule 7.1:

1. 300,000 options exercisable at $1.50 each on or before 36 months from issue and vesting once the 30-day VWAP exceeds $2.00;

2. 300,000 options exercisable at $2.00 each on or before 36 months from issue and vesting once the 30-day VWAP exceeds $2.50; and

3. 300,000 options exercisable at $2.50 each on or before 48 months from issue and vesting once the 30-day VWAP exceeds $3.00.

(Collectively, “ 900,000 Unlisted Options ”)

ASX Listing Rule 7.1

This Resolution proposes that Shareholders of the Company approve and ratify the prior issue and allotment of 900,000 Unlisted Options, which was issued on 10 July 2023 ( Issue Date ).

All of the Unlisted Options was issued by utilising the Company’s existing capacity under Listing Rule 7.1.

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

The issue of 900,000 Unlisted Options did not fit within any of the exceptions to Listing Rule 7.1 and, as it has not been approved by the Company’s Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12-month period following the Issue Date.

Listing Rule 7.4 allows the Shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1.

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1.

To this end, this Resolution seeks Shareholder approval to subsequently approve the issue of 900,000 Unlisted Options for the purposes of Listing Rule 7.4.

If this Resolution is passed, the issue of 900,000 Unlisted Options will be excluded in calculating the Company’s 15% capacity to issue equity securities under Listing Rule 7.1 without Shareholder approval over the 12 month period following the Issue Date.

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If this Resolution is not passed, the issue of 900,000 Unlisted Options will be included in calculating the Company’s 15% capacity to issue equity securities under Listing Rule 7.1 without Shareholder approval over the 12-month period following the Issue Date.

Information required by ASX Listing Rule 7.5

The following information is provided to Shareholders for the purposes of Listing Rule 7.5.

• (a) The 900,000 Unlisted Options were issued to Harvis Advisers Pty Ltd.

• (b) The Company issued 900,000 Unlisted Options.

• (c) The full terms of the 900,000 Unlisted Options are set out in Annexure A of this Notice.

• (d) The 900,000 Unlisted Options were issued on 10 July 2023.

• (e) Each of the 900,000 Unlisted Options were issued at an issue price of $Nil per option, which raised $Nil.

• (f) Funds were not raised from the issue of the 900,000 Unlisted Options as the 900,000 Unlisted Options were issued as part consideration for services to be rendered by Harvis Advisers Pty Ltd under their Strategic Corporate Adviser Mandate.

• (g) The 900,000 Unlisted Options were issued under an agreement between the Company and Harvis Advisers Pty Ltd. The material terms of the agreement are set out in Annexure B of this Notice.

Directors’ recommendation

The Board of Directors recommend that Shareholders vote for this Resolution.

’ - Maximum Aggregate Amount of Non Executive Directors Fees

Resolution 6 – Approval to Increase the Maximum Aggregate Amount of Non-Executive Directors’ Fees

In accordance with Listing Rule 10.17 and clause 15.7 of the Company’s Constitution, Shareholder approval is sought to increase the maximum aggregate amount available for non-executive directors’ remuneration in any financial year by $200,000, from $400,000 to $600,000. The current aggregate remuneration amount was fixed on 5[th] May 2023 as approved by shareholders.

The Executive Directors seek Shareholder approval to increase the aggregate amount of directors’ fees for non-executive directors to:

• (a) fairly remunerate both existing and any new non-executive directors joining the Board;

• (b) remunerate its non-executive Directors appropriately for the expectations placed upon them both by the Company and the regulatory environment in which it operates; and

• (c) have the ability to attract and retain non-executive directors whose skills and qualifications are appropriate for a company of the size and nature of the Company.

It is not intended that should this Resolution be passed, the maximum aggregate of the fees of non-executive directors would be utilised immediately.

The proportion remaining unused will provide the Company with the ability to attract and retain high quality directors, to make any appropriate increases to the size of the Board, and to increase fees in the future in line with market conditions.

It is proposed that the increase in the aggregate amount of fees for non-executive directors will take effect immediately after this Meeting.

As required by Listing Rule 10.17, the Company confirms that the following securities have been

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issued to non-executive directors in the preceding three years (from the date of this Meeting) under Listing Rules 10.11 or 10.14:

Date of issue	Non-executive director	Terms and number of securities issued
14thJune 2023	Simon Lill	Listing Rule 10.11: Mr Lill was issued with 1,500,000 performance rights following shareholder approval being obtained at the general meeting held on 5thMay 2023. The performance rights will potentially vest in the following tranches under the vesting conditions noted in the table below: • 300,000 Class A performance rights on or before 30 June 2024; • 300,000 Class B performance rights on or before 14 June 2025; • 300,000 Class C performance rights on or before 31 December 2024; • 300,000 Class D performance rights on or before 30 June 2025; and • 300,000 Class E performance rights on or before 30 June 2026. Each Performance Right was issued for nil cash consideration.
14thJune 2023	Bruce Smith	Listing Rule 10.11: Mr Smith was issued with 1,000,000 performance rights following shareholder approval being obtained at the general meeting held on 5thMay 2023. The performance rights will potentially vest in the following tranches under the vesting conditions noted in the table below: • 200,000 Class A performance rights on or before 30 June 2024; • 200,000 Class B performance rights on or before 14 June 2025; • 200,000 Class C performance rights on or before 31 December 2024; • 200,000 Class D performance rights on or before 30 June 2025; and • 200,000 Class E performance rights on or before 30 June 2026. Each Performance Right was issued for nil cash consideration.
Class	Vesting Condition
A	The Company achieving a market capitalisation of $500,000,000 over a consecutive 20 day period.
B	The Company achieving an independently verified JORC inferred resource of at least 7.5mt at equal to or greater than 1.0% Li2O at the South Dakota Project.
C	The Company achieving an independently verified JORC inferred resource of at least 7.5mt at equal to or greater than 1.5% Li2O at the South Dakota Project.
D	The Company achieving an independently verified JORC inferred resource of at least 15mt at equal to or greater than 1.5% Li2O at the South Dakota Project.
E	The Company achieving an independently verified JORC inferred resource of at least 20mt at equal to or greater than 1.5% Li2O at the South Dakota Project.

Given the nature of this Resolution, the Board does not consider that it is appropriate to make a recommendation on how Shareholders should vote on this Resolution. As noted in the Proxy Form, the Chairman of the Meeting intends to cast all undirected proxies in favour of this Resolution.

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Enquiries

Shareholders are asked to contact the Company Secretary, Mr David Franks on +612 8072 1400 if they have any queries in respect of the matters set out in these documents.

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Glossary

AEST means Australian Eastern Standard Time as observed in Sydney, New South Wales.

Annual Financial Report means the 2023 Annual Report to Shareholders for the period ended 31 March 2023 as lodged by the Company with ASX on 30 June 2023.

Annual General Meeting or AGM or Meeting means an Annual General Meeting of the Company and, unless otherwise indicated, means the meeting of the Company’s members convened by this Notice of Meeting.

ASIC means Australian Securities and Investment Commission.

Associate has the meaning given to it by the ASX Listing Rules.

ASX means ASX Limited ACN 008 624 691 or the financial market operated by it, as the context requires, of 20 Bridge Street, Sydney, NSW 2000.

ASX Listing Rules or Listing Rules means the official ASX Listing Rules of the ASX and any other rules of the ASX which are applicable while the Company is admitted to the official list of the ASX, as amended or replaced from time to time, except to the extent of any express written waiver by the ASX.

Auditor’s Report means the auditor’s report of William Buck dated 30 June 2023 as included in the Annual Financial Report.

Board means the current board of Directors of the Company.

Business Day means a day on which trading takes place on the stock market of ASX.

Chair means the person chairing the Meeting.

Closely Related Party of a member of the KMP means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependant of the member or of the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealings with the Company;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporation Regulations 2001 (Cth).

Company means Iris Metals Limited ACN 646 787 135.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth) as amended or replaced from time to time.

Director means a current director of the Company.

Directors’ Report means the report of Directors as included in the Annual Financial Report.

Dollar or “ $ ” means Australian dollars.

Explanatory Statement means the explanatory statement accompanying this Notice of Meeting.

KMP means key management personnel (including the Directors) whose remuneration details are included in the Remuneration Report.

Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting dated Thursday, 20 July 2023 including the Explanatory Statement.

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Option means an option which, subject to its terms, could be exercised into a Share.

Ordinary Resolution means a resolution that can only be passed if at least 50% of the total votes cast by Shareholders entitled to vote on the resolution are voted in its favour at the meeting.

Performance Right means a performance right which, subject to its terms, could convert to a Share.

Proxy Form means the proxy form attached to this Notice of Meeting.

Remuneration Report means the remuneration report as set out in the Annual Financial Report.

Resolutions means the resolutions set out in this Notice of Meeting, or any one of them, as the context requires.

Restricted Voter means a member of the Company’s KMP and any Closely Related Parties of those members.

Securities mean Shares and/or Options (as the context requires).

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

Shareholder means a holder of a Share.

Share Registry means Automic Registry.

Special Resolution means a resolution that can only be passed if at least 75% of the total votes cast by Shareholders entitled to vote on the resolution are voted in its favour at the meeting.

Spill Meeting means the meeting that will be convened within 90 days of the 2024 AGM if a threshold of votes is cast against the adoption of the Remuneration Report at the Meeting and the 2024 AGM.

Spill Resolution means the resolution required to be put to Shareholders at the 2024 AGM if a threshold of votes is cast against the adoption of the Remuneration Report at the Meeting and the 2024 AGM.

Trading Day has the meaning given to that term in ASX Listing Rule 19.12.

VWAP means the volume weighted average market (closing) price, with respects to the price of Shares.

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Annexure A – Terms of Unlisted Options (Resolution 5)

Nine hundred thousand (900,000) unlisted options, comprising 300,000 Tranche A options, 300,000 Tranche B options and 300,000 Tranche C options ( Options ) to subscribe for fully paid ordinary shares ( Shares ) in Iris Metals Limited ( Company ) are issued on the following terms and conditions:

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon the exercise of each Option.

(b) Exercise price

The exercise price of each Option will be:

• Tranche A: $1.50;

• Tranche B: $2.00; and

• Tranche C: $2.50.

( Exercise Price ).

(c)

Vesting

The Options shall vest in the following numbers on the following dates:

• Tranche A on or before 10 July 2026 once the 30-day VWAP exceeds $2.00;

• Tranche B on or before 10 July 2026 once the 30-day VWAP exceeds $2.50; and

• Tranche C on or before 10 July 2027 once the 30-day VWAP exceeds $3.00.

In addition, all unvested Options will vest on a Change of Control Event (as defined below) occurring.

For the purposes of these terms and conditions, Change of Control Event means:

• (i) a change in Control (as defined in section 50AA of the Corporations Act) of the Company;

• (ii) the announcement by the Company that shareholders have at a Court convened meeting of shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement under which all Shares are to be either cancelled, or transferred to a third party, and the Court, by order, approves the proposed scheme of arrangement;

• (iii) where a person becomes the legal or the beneficial owner of, or has a Relevant Interest (as defined in section 608 of the Corporations Act) in, more than fifty per cent (50%) of all Shares on issue (Issued Capital);

• (iv) where a person becomes entitled to acquire, hold or has an equitable interest in more than fifty per cent (50%) of Issued Capital; and

• (v) where a Takeover Bid (as defined in the Corporations Act) is made to acquire more than fifty per cent (50%) of Issued Capital (or such lesser number of Shares that when combined with the Shares that the bidder (together with its Associates (as

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defined in section 12 of the Corporations Act)) already owns will amount to more than 50% of Issued Capital) and the Takeover Bid becomes unconditional and the bidder (together with its Associates) has a Relevant Interest in more than 50% of Issued Capital,

but, for the avoidance of doubt, does not include any internal reorganisation of the structure, business and/or assets of the Company or its corporate group.

(d)

Expiry date

The expiry date of each Option is 5.00pm (AEST) on:

• Tranche A: 10 July 2026;

• Tranche B: 10 July 2026; and

• Tranche C: 10 July 2027.

( Expiry Date ).

(e)

Exercise period

An Option may only be exercised by payment of the Exercise Price after it has vested and thereafter at any time prior to the Expiry Date.

(f)

Notice of exercise

An Option may be exercised by notice in writing to the Company ( Notice of Exercise ). Any Notice of Exercise of Options received by the Company will be deemed to be a notice of the exercise of that Options as at the date of receipt .

(g)

Shares issued on exercise

Shares issued on exercise of the Options will rank equally with the then issued Shares.

(h) Options not quoted

The Company will not apply to ASX for quotation of the Options.

(i)

Quotation of Shares on exercise

Application will be made by the Company to ASX for official quotation of the Shares issued upon the exercise of the Options.

(j) Timing of issue of Shares

• (i) After an Option is validly exercised, the Company must as soon as possible:

• (A) issue the Share; and

• (B) do all such acts, matters and things to obtain the grant of quotation for the Share on ASX no later than 5 days from the date of exercise of the Option.

• (ii) On the date that the Shares are issued under paragraph (i) above, the Company must issue a cleansing notice under section 708A(5) of the Corporations Act.

• (iii) If the Company is not then permitted to issue a cleansing notice under section 708A(5) of the Corporations Act, the Company must either:

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• (A) issue a prospectus on the date that the Shares are issued under paragraph (i) above (in which case the date for issuing those Shares may be extended to not more than 25 Business Days after the receipt of the Exercise Notice, to allow the Company time to prepare that prospectus); or

• (B) issue a prospectus before the date that the Shares are issued under paragraph (i) above, provided that offers under that prospectus must still be open for acceptance on the date those Shares are issued,

in accordance with the requirements of section 708A(11) of the Corporations Act.

(j)

Participation in new issues

There are no participation rights or entitlements inherent in the Options and the holder will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. Holders of Options must exercise their vested Options prior to the date for determining entitlements to participate in any such issue.

(k)

Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

• (i) the number of Shares which must be issued on the exercise of Options will be increased by the number of Shares which the option holder would have received if the Options holder had exercised the Options before the record date for the bonus issue; and

• (ii) no change will be made to the Exercise Price.

(l)

No adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing shareholders there will be no adjustment of the Exercise Price.

(m)

Adjustments for reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of the Options holder may be varied to comply with the ASX Listing Rules which apply to the reconstruction at the time of the reconstruction.

(n)

Options not transferable

The Options are not transferable.

(o)

Lodgement instructions

The application for Shares on exercise of the Options must be lodged at the Company's share registry. The Exercise Price may be paid electronic funds transfer to an account nominated by the Company. Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable".

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Annexure B – Harvis Advisers Pty Ltd: Terms of Mandate (Resolution 5)

The material terms and conditions of the Corporate Adviser mandate are:

1. Parties to the agreement: Harvis Advisers Pty Ltd (“Corporate Adviser”) and IRIS Metals Limited (“IR1”);

2. Role of the Corporate Adviser to include:

3. Providing tactical and strategic advice, in conjunction with your other advisers;

4. Providing valuation and financial modelling support;

5. Provide pitch deck and investor presentation deck support;

6. Identifying and working with funders including debt and/or equity to help support IR1 and/or the Mandate;

7. Leveraging Harvis’ strategic relationships and experience throughout the global lithium industry to support IR1;

8. Assisting IR1 identify and attract a key executive to supplement the IR1 team and assist IR1 attract a credible board commensurate with IR1’s growth trajectory;

9. Working with IR1’s lawyers to assist IR1 to negotiate key commercial agreements;

10. Assisting to prepare board papers and internal business case documents to support decisions by IR1’s investment team;

11. Assist IR1 in its dealings with regulatory authorities, as necessary; and

12. Such other tasks as required that may be requested by IR1 to conclude any corporate transaction.

For avoidance of doubt, the duties and responsibilities of the Corporate Adviser shall not include giving tax, legal, regulatory, accountancy, or other specialist or technical advice or services. Any valuation advice which the Corporate Adviser provides will be given on the understanding that, unless expressly agreed

1. Fees of:

2. Incentive fee of:

   • 300,000 shares to be issued 18 months from commencement;

3. Immediate issue of:

   • 300,000 options exercisable at $1.50 each on or before 36 months from issue and vesting once the 30 day VWAP exceeds $2.00;

   • 300,000 options exercisable at $2.00 each on or before 36 months from issue and vesting once the 30 day VWAP exceeds $2.50; and

   • 300,000 options exercisable at $2.50 each on or before 48 months from issue and vesting once the 30 day VWAP exceeds $3.00; AND

4. No retainer or cash paid fees.

4. Termination

• Either party can terminate by giving 30 days written notice. In addition, where the Company terminates the Engagement without cause or the Corporate Adviser terminates the Engagement with cause, the Corporate Adviser’s right to recover the Incentive Fees pursuant to this letter will survive and remain in full force and effect. This Mandate will terminate 24 months following its commencement.

• Other terms and conditions as expected for an agreement of this type.

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IRIS Metals Limited| ABN 61 646 787 135

Proxy Voting Form If you are attending the virtual Meeting please retain this Proxy Voting Form for online Securityholder registration.

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Holder Number:

Your proxy voting instruction must be received by 11.00am (AEST) on Monday, 28 August 2023, being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

Complete the form overleaf in accordance with the instructions set out below.

YOUR NAME AND ADDRESS

Lodging your Proxy Voting Form:

The name and address shown above is as it appears on the Company’s share register. If this information

is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.

STEP 1 – APPOINT A PROXY

If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name

of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default.

DEFAULT TO THE CHAIR OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.

STEP 2 - VOTES ON ITEMS OF BUSINESS

You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF SECOND PROXY

You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services.

SIGNING INSTRUCTIONS

Individual : Where the holding is in one name, the Shareholder must sign.

Joint holding : Where the holding is in more than one name, all Shareholders should sign. Power of attorney : If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies : To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.

Email Address : Please provide your email address in the space provided.

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automic.com.au.

Online:

Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/logi nsah or scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form.

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BY MAIL:

Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic Level 5, 126 Phillip Street Sydney NSW 2000

BY EMAIL:

meetings@automicgroup.com.au

BY FACSIMILE:

+61 2 8583 3040 All enquiries to Automic: WEBSITE: https://automicgroup.com.au/

PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 – How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of IRIS Metals Limited, to be held at 11.00am (AEST) on Wednesday, 30 August 2023 at Suite 205, 9-11 Claremont Street, South Yarra, VIC 3141 and virtually hereby : Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”,” against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention. AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution(s) 1 and 6 (except where I/we have indicated a different voting intention below) even though Resolution(s) 1 and 6 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

VIRTUAL PARTICIPATION AT THE AGM:

The company is pleased to provide shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting platform powered by Automic, where shareholders will be able to watch, listen, and vote online.

To access the virtual meeting:

1. Open your internet browser and go to investor.automic.com.au

2. Login with your username and password or click “ register ” if you haven’t already created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting

Further information on how to do this is set out in the Notice of Meeting. The Explanatory Notes that accompany and form part of the Notice of Meeting describe the various matters to be considered.

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STEP 2 – Your voting direction

STEP 2 – Your voting direction	STEP 2 – Your voting direction
Resolutions		For	Against Abstain
1.	Adoption of Remuneration Report
2.	Re-election of Peter Marks as a Director
3.	Re-election of Christopher Connell as a Director
4.	SPECIAL RESOLUTION
	ASX Listing Rule 7.1A Approval of Future Issue of Securities
5. 6.	Ratification of Prior Issue of Unlisted Options to Harvis Advisory Pty Ltd as Strategic Corporate Advisor Approval to Increase the Maximum Aggregate Amount of Non-Executive Directors’ Fees

STEP 3 – Signatures and contact details

	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:
	Email Address: