IRIS METALS LIMITED

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21 September 2021

Pre-Quotation Disclosure Announcement

IRIS Metals Limited (ACN 646 787 135) [ASX:IR1] ( Company ) is pleased to announce that it has raised $7,000,000 through the issue of 35,000,000 fully paid ordinary shares ( New Shares ) under the Equity Offer made in its prospectus dated 16 July 2021 and lodged with ASIC on the same date ( Prospectus ). The following information is given for release to the market in connection with the admission to quotation of the Company’s shares on the Australian Securities Exchange ( ASX ).

Unless defined in this announcement, capitalised terms have the meanings as defined in the Prospectus.

Close of the Offers and issue of securities

The Company confirms all Offers made under the Prospectus have closed and that the Company has issued 35,000,000 Shares under the Equity Offer.

The Company has also issued the following securities under the other Offers:

2,500,000 unlisted options with an exercise price of $0.30 (30 cents) expiring 3 years from issue date to the lead manager under the Broker Option Offer.
1,250,000 unlisted options with an exercise price of $0.30 (30 cents) expiring 3 years from issue date to the Company’s director, Christopher Connell, under the Officer Option Offer.
100,000 fully paid ordinary shares to vendor Jamie Douglas Jones pursuant to the Jones Sale and Purchase Agreement.
200,000 fully paid ordinary shares in aggregate to vendors Ryan James Curnow, Kelly Anne Moses and Craig Dixon pursuant to the Curnow, Moses and Dixon Sale and Purchase Agreement.

The capital structure of the Company following completion of the Offers is set out below:

Securities	Number
Ordinary Shares	87,250,000
Unlisted Options with an exercise price of $0.30 (30 cents) expiring 3 years from the issue date.	3,750,000
Directors Simon Lill, Non-Executive Chairman Tal Paneth, Executive Director Peter Marks, Executive Director Chris Connell, Non-Executive Director David Franks, Company Secretary IRIS Metals Limited Registered Office Level 6, 400 Collins Street MELBOURNE VIC 3000 Contact Details [email protected] www.irismetals.com

The terms of the securities in the table above are set out in the Prospectus.

The Company notes that 100,000 ordinary shares the subject of the Vendor Offer remain contingent on a drilling intercept of equal to or greater than 20 grams per tonne over an interval of at least one metre on P40/1334.

Statement of Commitments and Pro-Forma Financial Position

Below is an updated Use of Funds table reflecting the anticipated use of funds following completion of the maximum $7m raising under the Equity Offer.

	Activity	Year 1	Year 2	Total
Exploration Expenditure – Kookynie	Desktop Reviews	$25,000	$25,000	$50,000
	Ground Surveys (Geochem/Aeromag)	$50,000	$25,000	$75,000
	Aircore Drilling (year 1 15,000m, year 2 10,000m)	$300,000	$200,000	$500,000
	RC Drilling (year 1 10,000m, year 2 10,000m)	$800,000	$800,000	$1,600,000
	Diamond Drilling (500 m)	0	$100,000	$100,000
	Assaying	$120,000	$120,000	$240,000
	Total	$1,295,000	$1,270,000	$2,565,000
Exploration Expenditure – Leonora	Desktop Reviews	$25,000	$25,000	$50,000
	Ground Surveys (Geochem/Aeromag)	$50,000	$25,000	$75,000
	Aircore Drilling (year 1 10,000m, year 2 10,000m)	$200,000	$200,000	$400,000
	RC Drilling (year 1 5,000m, year 2, 10,000m)	$400,000	$800,000	$1,200,000
	Diamond Drilling (500 m)	0	$100,000	$100,000
	Assaying	$120,000	$120,000	$240,000
	Total	$795,000	$1,270,000	$2,065,000

Directors Simon Lill, Non-Executive Chairman Tal Paneth, Executive Director Peter Marks, Executive Director Chris Connell, Non-Executive Director David Franks, Company Secretary

IRIS Metals Limited

Registered Office Level 6, 400 Collins Street MELBOURNE VIC 3000

Contact Details [email protected] www.irismetals.com

Administration	Audit costs, directors’ fees, ongoing listing fees, registry fees etc.	$912,500	$812,000	$1,625,000
Aggregate Total		$2,902,500	$3,352,000	$6,255,000

On the basis of the exploration and administration expenditure set out above, a summary of the Company’s budget for the 2 years following Listing is set out below:

Activity	Total
Cash at Bank	$100,000
Equity Offer Funds	$7,000,000
Aggregate Cash	$7,100,000
Exploration Expenditure – Kookynie	$2,565,000
Exploration Expenditure – Leonora	$2,065,000
Administration (includes audit costs, directors’ fees, ongoing listing fees, registry fees etc)	$1,625,000
Costs of the Offer	$721,000
Total Cash End of Year 2	$124,000

The pro-forma statement of financial position based on the maximum $7 million raised under the Equity Offer is set out in Annexure A to this announcement.

Restricted Securities

The Company advises that the following securities are classified as restricted securities on the basis of mandatory disposal restrictions (escrow) imposed by ASX:

Securities	Number	Restriction Period
Ordinary Shares	36,350,000	24 months from quotation.
Ordinary Shares	9,350,001	Until 2 March 2022.
Ordinary Shares	300,000	Escrow will end on the date which is 12 months from the admission of the Company to the Official List of ASX.
Unlisted Options	3,750,000	24 months from quotation.

The 100,000 ordinary shares the subject of the Vendor Offer which remain contingent on a drilling intercept of equal to or greater than 20 grams per tonne over an interval of at least one metre on

Directors	IRIS Metals Limited	Contact Details
Simon Lill, Non-Executive Chairman		[email protected]
Tal Paneth, Executive Director	Registered Office	www.irismetals.com
Peter Marks, Executive Director	Level 6, 400 Collins Street
Chris Connell, Non-Executive Director	MELBOURNE VIC 3000
David Franks, Company Secretary

P40/1334 will, if issued within 12 months of the Listing, be escrowed for the period from their issue to the date which is 12 months from Listing.

Schedule of Tenements

The statement updating the status of the Company’s schedule of tenements is set out in Annexure B to this announcement. The Company notes that all tenements with expiry dates between the date of the Prospectus and the date of this release have been extended/renewed for further terms.

In addition to the above, as noted in section 2.4 of the Prospectus, IRIS has under application EL40/406, EL40/407 and EL45/5939. These applications remain pending at the date of this release.

Other Confirmations

The Company confirms the following matters:

As noted above the Company confirms that the Vendor Offer has been complete and the shares the subject of the Vendor Offer have been issued, save for 100,000 shares to be issued to the vendor of P40/1334 subject to a drilling intercept of equal to or greater than 20 grams per tonne over an interval of at least one metre.
There are no legal, regulatory, statutory or contractual impediments to the Company entering the sites associated with the tenements and carrying out exploration activities such that it will be able to spend its cash in accordance with its commitments for the purposes of Listing Rule 1.3.2(b).

This announcement has been approved by the Board of IRIS Metals Limited.

For more information:

David James Franks

Company Secretary

+61 2 8098 1169

[email protected]

Directors IRIS Metals Limited Simon Lill, Non-Executive Chairman Tal Paneth, Executive Director Registered Office Peter Marks, Executive Director Level 6, 400 Collins Street Chris Connell, Non-Executive Director MELBOURNE VIC 3000 David Franks, Company Secretary

Contact Details [email protected] www.irismetals.com

ANNEXURE A PRO-FORMA

The table below sets out the Pro Forma Statement of Financial Position of the Company as at 31 March 2021. The pro forma Statement of Financial Position is based on the audited Statement of Financial Position of the consolidated entity as at 31 March 2021, after adjusting for the impact of the IPO and other material transactions or events occurring prior to the IPO. The pro forma Statement of Financial Position is provided for illustrative purpose only and does not represent an indication of the consolidated entity’s view of its future financial position.

Pro-forma Statement of Financial Position As at 31 March 2021

As at 31 March 2021
Assets Current assets Cash and cash equivalents Trade and other receivables Other deposits Total current assets Total assets Liabilities Current liabilities Trade and other payables Provisions Employee benefits Total current liabilities Total liabilities Net assets Equity Issued capital Cost of capital raise Reserves Accumulated losses Total equity	Audited results as at 31 Mar 21 Subsequent event transactions (1) IPO Transactions $7m Proforma balance sheet 496,418 (35,000) 6,173,850 6,635,268 2,681 0 0 2,681 3,000 0 0 3,000
	502,099 (35,000) 6,173,850 6,640,949

	502,099 (35,000) 6,173,850 6,640,949
	165,557 0 0 165,557 140,000 (35,000)1 (105,000) 0 0 0 0 0
	305,557 (35,000) (105,000) 165,557
	305,557 (35,000) (105,000) 165,557
	196,542 0 6,278,850 6,475,392
	1,792,870 37,500 7,060,000 8,890,370 (34,005) 0 (477,604) (511,609) 237,700 (37,500)2 399,330 599,530 (1,800,023) 0 (702,876) (2,502,899)
	196,542 0 6,278,850 6,475,392

Notes:

(1) Subsequent event transactions relate to transactions following the end of the financial year but prior to the IPO

1 Refers to a contingent payment due to the grant of the tenement to the Estate Bank Account.

2 Refers to 250,000 issue of shares for Christopher Connell which were granted before the end of 31 March 2021

Directors IRIS Metals Limited Contact Details Simon Lill, Non-Executive Chairman [email protected] Tal Paneth, Executive Director Registered Office www.irismetals.com Peter Marks, Executive Director Level 6, 400 Collins Street Chris Connell, Non-Executive Director MELBOURNE VIC 3000 David Franks, Company Secretary

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ANNEXURE B SCHEDULE OF TENEMENTS

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Directors

Simon Lill, Non-Executive Chairman Tal Paneth, Executive Director Peter Marks, Executive Director Chris Connell, Non-Executive Director David Franks, Company Secretary