IRIS METALS LIMITED

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PROSPECTUS

IRIS METALS LIMITED ABN 61 646 787 135

This Prospectus is for an offer of between 30 million and 35 million New Shares at an issue price of $0.20 per Share to raise between $6 million and $7 million before costs, referred to herein as the Equity Offer.

This Prospectus also contains additional offers outlined on page 7 of the Prospectus.

LEAD MANAGER

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Taurus Capital Group Pty Ltd ACN 622 499 834 A Corporate Authorised Representative of RM Capital Pty Ltd, holder of AFSL 221938

THIS OFFER IS NOT UNDERWRITTEN

IMPORTANT INFORMATION

This is an important document that should be read in its entirety. If you do not understand the contents of this document you should consult your professional advisers without delay. THE SECURITIES OFFERED UNDER THIS PROSPECTUS SHOULD BE CONSIDERED HIGHLY SPECULATIVE.

IRIS Metals Limited - Prospectus

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IRIS Metals Limited - Prospectus

IMPORTANT NOTICES

GENERAL

This Prospectus ( Prospectus ) is dated 16 July 2021 and was lodged with ASIC on that date. ASIC and its officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

In addition, ASX and its officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No person is authorised to give information or make any representation in connection with the Offer that is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by IRIS Metals Limited ( IRIS Metals or the Company ) in connection with this Prospectus.

It is important you read this Prospectus in its entirety and seek professional advice where necessary. The securities the subject of this Prospectus should be considered highly speculative.

INVESTMENT ADVICE

This Prospectus does not provide investment advice and has been prepared without taking account of your financial objectives, financial situation or particular needs (including financial or taxation issues). You should seek professional investment advice before subscribing for Shares under this Prospectus.

EXPOSURE PERIOD

This prospectus will be circulated during the Exposure Period. The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to the raising of funds. You should be aware that this examination may result in the identification of deficiencies in this Prospectus. In such circumstances, any Application that has been received may need to be dealt with in accordance with section 724 of the Corporations Act. Applications under this Prospectus will not be processed by the Company until after the Exposure Period. No preference will be conferred upon Applications received during the Exposure Period.

EXPIRY DATE

No securities may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

DOCUMENTS INCORPORATED BY REFERENCE

The Company’s Constitution has been lodged with ASIC and is taken to be included in this Prospectus by operation of section 712 of the Corporations Act. Any person may request a copy of the Constitution during the application period of this Prospectus. A copy of the Constitution can also be downloaded at the website of the Company at www.irismetals.com.

COMPANY WEBSITE

Other than the Constitution which is incorporated by reference as set out above, any other reference to documents included on the Company’s website at www.irismetals.com are for convenience only. No documents or information available on the Company’s website are incorporated by reference into this Prospectus.

FORWARD-LOOKING STATEMENTS

This Prospectus contains forward-looking statements which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties.

These statements are based on an assessment of past and present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, its Directors and management.

Although the Company believes that the expectations reflected in the forward looking statements included in this Prospectus are reasonable, none of the Company, its Directors or officers, or any person named in this Prospectus, can give, or gives, any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur or that the assumptions on which those statements are based will prove to be correct or exhaustive beyond the date of its making. Investors are cautioned not to place undue reliance on these forward-looking statements. Except to the extent required by law, the Company has no intention to update or revise forwardlooking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus.

The forward-looking statements contained in this Prospectus are subject to various risk factors that could cause actual results to differ materially from the results expressed or anticipated in these statements. The key risk factors of investing in the Company are set out in Section 3.

PRIVACY STATEMENT

By completing and returning an application or acceptance form, you will be providing personal information directly or indirectly to the Company, the Share Registry, the Lead Manager and other brokers involved in the Offer and related bodies corporate, agents, contractors and third-party service providers of the foregoing ( Collecting Parties ). The Collecting Parties collect, hold and will use that information to assess your application, service your needs as a Shareholder and to facilitate distribution payments and corporate communications to you as a Shareholder.

By submitting an application form, you authorise the Company to disclose any personal information contained in your application ( Personal Information ) to the Collecting Parties where necessary, for any purpose in connection with the Offer, including processing your acceptance of the Offer and complying with applicable law, the ASX Listing Rules, the ASX Settlement Rules and any requirements imposed by any public authority.

IRIS Metals Limited - Prospectus

If you do not provide the information required in respect of your application, the Company may not be able to accept or process your acceptance of the Offer. If the Offer is successfully completed, your Personal Information may also be used from time to time and disclosed to persons inspecting the register of Shareholders, including bidders for your Shares in the context of takeovers, public authorities, authorised securities brokers, print service providers, mail houses and the Share Registry.

Any disclosure of Personal Information made for the above purposes will be on a confidential basis and in accordance with the Privacy Act 1988 (Cth) and all other legal requirements. If obliged to do so by law or any public authority, Personal Information collected from you will be passed on to third parties strictly in accordance with legal requirements. Once your Personal Information is no longer required, it will be destroyed or de-identified.

Subject to certain exemptions under law, you may have access to Personal Information that the Collecting Parties hold about you and seek correction of such information. Access and correction requests, and any other queries regarding this privacy statement, must be made in writing to the Share Registry at the address set out in the Corporate Directory on page 179. A fee may be charged for access.

CURRENCY

All financial amounts contained in this Prospectus are expressed as Australian currency unless otherwise stated. All references to “$” or “A$” are references to Australian dollars.

WEB SITE – ELECTRONIC PROSPECTUS

A copy of this Prospectus can be downloaded from the website of the Company at www.irismetals.com.

The Corporations Act prohibits any person passing onto another person an application or acceptance form unless it is attached to a hard copy of this Prospectus or it accompanies a complete and unaltered version of this Prospectus. You may obtain a hard copy of this Prospectus free of charge by contacting the Company.

The Company reserves the right not to accept an application or acceptance from a person if it has reason to believe that when that person was given access to the application or acceptance form, it was not provided together with the Prospectus and any relevant supplementary or replacement Prospectus or any of those documents were incomplete or altered.

FOREIGN OFFER RESTRICTIONS

This Prospectus may not be distributed outside Australia. The Shares may not be offered outside Australia. If you are outside Australia it is your responsibility to obtain any necessary approvals for the Company to allot and issue Shares to you pursuant to this Prospectus.

DEFINED TERMS

Unless the contrary intention appears or the context otherwise requires, words and phrases contained in this Prospectus have the same meaning and interpretation as given in the Corporations Act and capitalised terms have the meaning given in the Glossary in Section 11

TIME

All references to time in this Prospectus are references to the time in Melbourne, Victoria, Australia.

TRADEMARKS

All trademarks are the property of their respective owners and should not be interpreted to mean that any owner or user of a trademark endorses the Prospectus or its content or that a commercial or other relationship between an owner or user of a trademark exists.

PHOTOGRAPHS AND DIAGRAMS

Photographs used in this Prospectus which do not have descriptions are for illustration only and should not be interpreted to mean that any person shown in them endorses the Prospectus or its contents or that the assets shown in them are owned by the Company. Diagrams used in this Prospectus are illustrative only and may not be drawn to scale.

ENQUIRIES

If you are in any doubt as to how to deal with any of the matters raised in this Prospectus, you should consult your broker or legal, financial or other professional adviser without delay.

Should you have any questions about any of the Offer or how to accept any of the Offer, please call the Share Registry on 1300 288 664 within Australia, +61 (2) 9698 5414 from outside Australia.

IRIS Metals Limited - Prospectus

Letter from the Chair	Letter from the Chair	6
Key Offer Information		7
1.	Investment Overview	9
2.	Company and Projects Overview	18
3.	Risk Factors	42
4.	Financial Information	48
5.	Limited Assurance Report	64
6.	Key People, Interests and Benefits	68
7	Corporate Governance	71
8.	Details of the Offer	77
9.	How to Apply for Shares	82
10.	Additional Information	85
11.	Glossary	95
Annexure A: Independent Technical Assessment Report		97
Annexure B: Tenement Report		152
Corporate Directory		179

IRIS Metals Limited - Prospectus

CHAIRMAN’S LETTER

Dear Investor

On behalf of the Board of Directors of IRIS Metals Limited ( IRIS Metals or the Company ), it gives me great pleasure to invite you to become a Shareholder of the Company.

IRIS Metals is a resources company with highly prospective tenement packages in the historic high grade mining camp of Kookynie and the Tier-1 jurisdiction of Leonora.

KOOKYNIE

The Kookynie gold mining camp historically produced in excess of 600,000 ounces of high-grade gold since the 1890’s. All significant historical high-grade lodes mined at Kookynie were discovered in areas of outcrop discovered by prospectors at the turn of the last century.

Utilising 21[st] Century technology and modern exploration techniques, IRIS Metals will be exploring for what the ‘old timers’ may have left behind due to the difficulty of prospecting through the thin layer of transported alluvial cover across much of Kookynie.

This hypothesis has already been proven by the Metalicity Limited/Nex Metals Exploration Limited joint venture; with Genesis Minerals Limited and Carnavale Resources Limited also demonstrating recent exploration success in the area through modern technology and methodical geological work.

Among its 35.5km² Kookynie tenure, IRIS has recorded historical production with grades as high as 63.8 g/t. IRIS will be undertaking a highly focused and targeted program with clear short, as well as longer term targets.

LEONORA

Located approximately 60km north of Kookynie, IRIS holds a 71km² tenement package contiguous to Kin Mining Limited and its 1.23M ounce Cardinia Hill project. The Company’s Little Dipper prospect is adjacent the Wanghi Prospect of Golden Mile Resources Limited, where a recent Air Core drill result hundreds of meters from the IRIS Metals Little Dipper prospect created significant interest. It is also worth noting that Leonora has recently undergone consolidation with the ˜$85m (enterprise value) scheme of arrangement between Dacian Gold Limited and NTM Gold Limited.

PRE-LISTING EXPLORATION

In April this year, the Company engaged Magspec Airborne Surveys Pty Ltd. to conduct a detailed aeromagnetic survey over its Kookynie and Leonora tenure. Interpretation of this data is expected shortly following admission to the Official List of ASX.

POST-LISTING EXPLORATION

The Company will use the geophysical data to support the data gathered from onsite visits and desktop geological studies to prepare an aircore and reverse circulation drill programme to test both its drill ready targets and those identified through its geophysical activities in Kookynie as soon as practicable following completion of the listing. The availability of toll treatment options within trucking distance of Kookynie and Leonora add to the prospectivity of these tenements.

BOARD OF DIRECTORS/MANAGEMENT

As Non-Executive Chairman of IRIS Metals, it has been my pleasure to work with the Board in the preparation for this listing. In my view the IRIS Metals team is dynamic, hard working, multidisciplinary and has genuine belief in the Company and its assets.

Importantly, all directors are invested in the Company, thereby ensuring full alignment with the interests of shareholders. The capital table of IRIS Metals has been tightly structured and is highly leveraged to exploration success. Notwithstanding this, the securities offered under this Prospectus should be considered highly speculative.

I look forward to you joining us as a Shareholder and sharing in what we believe are exciting and prospective times ahead for the Company. Before you make your investment decision, I urge you to read this Prospectus in its entirety and seek professional advice if required.

Yours sincerely

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Simon Lill Non-Executive Chairman

IRIS Metals Limited - Prospectus

KEY OFFER INFORMATION

INDICATIVE TIMETABLE

INDICATIVE TIMETABLE
Lodgement of Prospectus with ASIC	16 July 2021
Offer period opens	2 August 2021
Offer period closes	23 August 2021
Issue of New Shares	3 September 2021
Dispatch of holding statements	6 September 2021
Quotation of New Shares on ASX	10 September 2021

The above dates are indicative only and may change without notice. The Company , in consultation with the Lead Manager, reserves the right to extend or shorten the offer period or close the Offers in its absolute discretion and without prior notice. The Company also reserves the right to not to proceed with all or part of the Offers prior to issue of Shares.

THE OFFERS

The Equity Offer, being an invitation to apply between 30,000,000 and 35,000,000 New Shares (fully paid ordinary shares in the capital of IRIS Metals Limited ( IRIS Metals or the Company ) at an issue price of $0.20 to raise between $6 million and $7 million before costs.

The Vendor Offer of up to 400,000 New Shares as part consideration for the acquisition of certain assets forming part of the Projects. Only the relevant vendors or their respective nominee(s) are eligible to accept the Vendor Offer.
The Broker Option Offer of between 2,500,000 and 4,000,000 New Options. Only the Lead Manager and/or its nominee(s) are eligible to accept the Broker Option Offer. The issue of the New Options under the Broker Option Offer is subject to the Company raising not less than $6 million under the Equity Offer.
The Officer Option Offer of 1,250,000 New Options.

The Equity Offer, Vendor Offer and Officer Option Offer are collectively referred to in this Prospectus as the Offers . Details regarding the Offers including the application process are set out in Sections 8 and 9.

The Offers are conditional upon:

The Company receiving applications and application monies for at least $6 million before costs (being 30,000,000 New Shares at an issue price of $0.20 per New Share) under the Equity Offer; and
ASX giving its conditional approval for the admission of the Company to the Official List and quotation of the New Shares issued to successful applicants under the Equity Offer.

If the conditions above are not met, the Offers will not proceed, no securities will be issued pursuant to this Prospectus and application monies will be refunded to applicants in full (without interest) in accordance with the Corporations Act.

IRIS Metals Limited - Prospectus

KEY STATISTICS OF THE OFFER

SHARES
	MINIMUM	MAXIMUM
	SUBSCRIPTION	SUBSCRIPTION
	$6 MILLION	$7 MILLION
Existing Shares	51,950,000	51,950,000
Offer Price per Share under the Equity Offer	$0.20	$0.20
New Shares offered under the Equity Offer	30,000,000	35,000,000
Cash proceeds to be received under Equity Offer	$6 million	$7 million
Maximum New Shares and the Vendor Offer1	400,000	400,000
Maximum total Shares at Listing	82,350,000	87,350,000
Market capitalisation at the Equity Offer Price of $0.20	$16,470,000	$17,470,000

Notes to table:

1. The New Shares under the Vendor Offer comprise the following:

(i) 300,000 New Shares to be issued to vendors of P40/1489 (200,000 New Shares) and P40/1334 (100,000 New Shares) upon admission of IRIS Metals to the official list of ASX.
(ii) 100,000 New Shares to be issued to the vendor of P40/1334 if a drilling intercept is achieved of equal to or greater than 20 grams to the tonne over an interval of at least 1 metre on P40/1334.

If less than the maximum number of New Shares are issued under the Vendor Offer then the percentage ownership of investors in the Equity Offer will marginally increase.

Shares in the Company may not trade at the Equity Offer Price upon, or after, the Company becomes Listed.

OPTIONS

The Company anticipates having the following options on issue at Listing:

NUMBER OF NEW OPTIONS EXERCISE PRICE EXPIRY DATE Broker Option Offer1 2,500,000 – 4,000,000 $0.30 3 years from issue	NUMBER OF NEW OPTIONS	EXERCISE PRICE	EXPIRY DATE
Officer Option Offer 1,250,000 $0.30 3 years from issue
Total New Options 3,750,000 – 5,250,000

Note to table:

1. Under the Lead Manager Mandate, the Lead Manager will receive a minimum of 2,500,000 New Options and a maximum of 4,000,000 New Options.

IRIS Metals Limited - Prospectus

1. INVESTMENT OVERVIEW

This Section is a summary only and is not intended to provide full information for investors intending to apply for securities offered pursuant to the Offers. This Prospectus should be read and considered in its entirety.

A. IRIS METALS

ITEM	SUMMARY	FURTHER INFORMATION
Who is the issuer of this Prospectus? IRIS Metals Limited [ABN 61 646 787 135] (IRIS Metalsor theCompany). Section 2.1
Who is the Company? IRIS Metals is an Australian public company which holds the rights to interests forming the Kookynie and Leonora Projects located in Western Australia. Section 2.1

B. BUSINESS OVERVIEW

ITEM	SUMMARY	FURTHER INFORMATION
What is the business of the Company? IRIS Metals is a minerals exploration company formed for the purposes of applying for and acquiring interests in minerals exploration tenements and tenement applications in Western Australia. Following completion of the Equity Offer, the Company’s proposed business is to explore the Kookynie and Leonora Projects to identify one or more economic mineral deposits capable of being developed. Section 2.1
What interests does the Company hold? The interests in project areas strategically assembled by IRIS Metals are diverse, but all have a geological provenance that indicates their exploration prospectivity and their potential for discovery of economic mineralisation. The Company has two projects: Kookynie – gold Located approximately 60 km south-east of Leonora and approximately 180 km north of Kalgoorlie just outside the township of Kookynie. Recorded historic production in the Kookynie goldfield is over 600,000 ounces Au. Many of IRIS Metals’ tenements sit adjacent to or in very close proximity to historical or more recent producers, such as Orient Well, Leipold, McTavish, Champion and Gladstone mines. IRIS has identified advanced drill targets at multiple historic gold mines that remain untested along strike and at depth. Targets include high grade quartz vein hosted gold lodes and wide, near surface, stockwork mineralisation. The IRIS Metals tenements contain significant recorded historical production (approximately 23,300 ounces of gold), and there has been little modern exploration since 2000 in, and around, the IRIS Metals tenements. IRIS Metals has identified a number of prospects on its leases which are, in the view of the Directors, either under-explored or remain open along strike and at depth. In addition, recent geophysical work has been completed with the view of identifying new and additional targets. Sections 2.1 and 2.2

IRIS Metals Limited - Prospectus

ITEM	SUMMARY	FURTHER INFORMATION
What interests does the Company hold? (cont’d) Leonora – gold The Leonora Project area is located approximately 60 km northeast of the Leonora townsite and approximately 240 km north of Kalgoorlie. IRIS Metals controls two groups of tenements, Chain Bore to the north and Little Dipper to the south. In total IRIS controls 41 prospecting licences in Leonora, over a total area of approximately 71 km². The Leonora district has significant gold endowment with historical production of some 13.5 million ounces from the five largest mines. Chain Bore is in proximity to the Mertondale – Mertons Reward Gold mine to the west that has produced 274,000 ounces. Most recently, Golden Mile Resources Limited reported thick gold mineralisation drill intercepts on structures that continue through and into the adjoining IRIS Metals Little Dipper area. At the Chain Bore prospect, there are a number of gold geochemical anomalies across the tenements that have not had any follow-up drill testing. The Little Dipper prospect was the subject of RC drilling in 1995 and has seen no subsequent follow-up work. The IRIS Metals Leonora Project is relatively underexplored yet in highly prospective terrain that exhibits a favourable structural environment for mineralisation. IRIS Metals will focus exploration at both Chain Bore and Little Dipper. A description of the interests in the Projects held by IRIS Metals is set out in Section 2 Details of the acquisition agreements under which it is proposed IRIS Metals will acquire the interests in the Projects is set out in Section 10.3. Section 2.3
What are the aims and objectives of the Company? The objectives of IRIS Metals on completion of the Offers are to: a) execute field programs for the Kookynie and Leonora projects with the aim of advancing each prospect and potentially defining mineral resources for each; b) continue exploration activities on identified exploration targets and greenfield targets within the Projects; and c) where (and if) appropriate determine if additional tenement acquisition opportunities are appropriate which may include acquisition opportunities that complement the existing portfolio of exploration projects, or tenement applications, and/or investment in additional resource projects. The Directors are of the view that, on completion of the Equity Offer, the Company will have sufficient working capital to carry out its stated objectives. Section 2.1

IRIS Metals Limited - Prospectus

C. RISKS

ITEM

What are the key risks of investment in the Company?

SUMMARY

Section 3 describes some of the potential risks associated with an investment in shares which may have a material adverse impact on the viability and financial performance of the Company and the market price of its shares, should they arise. This summary should not be relied on as exhaustive with greater detail provided in Section 3. It is strongly recommended that you read Section 3 in full.

FURTHER INFORMATION

Section 3

Specific Risks

The risks described in Section 3.2 include risk areas considered specific to the Company which are summarised below:

Limited History: The Company was incorporated on 23 December 2020 and therefore has limited operating and financial history on which to evaluate its business and prospects. The Company also proposes operating in the mineral exploration sector, which has a high level of inherent risk and uncertainty. No assurance can be given that the Company will identify a commercially viable mineral deposit and, even if such a deposit is identified, that the Company will subsequently be able to develop commercially viable mineral production operations.
Application and Renewal Risk: Some of the interests forming the Projects are currently applications which have not yet been approved. To obtain such approval, the Company will need to comply with conditions imposed by such governmental entity, which can be complex, costly and time consuming and success cannot be assured. Failure by the Company to achieve grant in respect of one or more of its applications could mean that the Company will not be able to proceed with the exploration and development of one or more of the Projects. The permits and other approvals that the Company needs may not be issued, maintained or renewed either in a timely fashion or at all, or on terms and/or with conditions that are acceptable to the Company (including in respect of expenditure obligations), and the Company gives no guarantee that one or more mining leases will be issued in respect of the applications forming the Projects
Change in Strategy: The medium to long term plans and strategies of the Company may evolve over time due to review, analysis and assessment of results from planned exploration activities on the Projects. Accordingly, the plans and strategies of the Company as at the date of this Prospectus may not reflect the plans and strategies following review, analysis and assessment of results. Any such changes have the potential to expose the Company to heightened or additional risks.
Third-Party Risks : The Company has contracted with, or will in the future need to contract with, various parties to enable the implementation of its exploration plans on the Projects. There is a risk that counterparties may fail to perform their obligations under existing or future agreements. This could lead to delays, increase in costs, disputes and even litigation.
Reliance on Key Management Personnel: There can be no assurance given that there will be no detrimental impact on the performance of the Company and its growth potential if one or more of its Directors and/or senior management cease to be engaged by the Company and the Company gives no guarantee that, if one or more of its Directors and/or senior management cease to be engaged by the Company, that a suitable replacement would be identified and engaged in a timely manner, if at all.

IRIS Metals Limited - Prospectus

ITEM

What are the key risks of investment in the Company? (cont’d)

SUMMARY	FURTHER INFORMATION

Additional Capital Requirements: There can be no guarantee that Section 3 further financing will be available on commercially acceptable terms, or at all. Any additional financing through equity issues would be dependent upon the ability of the Company to raise funds in the securities market, which in turn is dependent on there being sufficient identifiable appetite from investors for equity in the Company. If successfully conducted, such issues would also be dilutive to the current equity holders in the Company. Furthermore, debt financing may not be available to support the scope and extent of the proposed activities of the Company.
• Offers Conditional: The Offers under this Prospectus are subject to conditions, including ASX granting conditional approval for the admission of the Company to the Official List. If these conditions are not satisfied then the Offers will not proceed .

Industry Specific Risks

The risks described in Section 3.3 include industry risk areas considered specific to the Company which are summarised below:

Mineral Exploration: Mineral exploration, by its nature, is inherently uncertain. The Projects are at an early stage of the exploration process and mining and development such as that being proposed by the Company is a high risk undertaking. There can be no assurance that exploration of the Projects will result in the discovery of one or more mineral deposits. Furthermore, the discovery of a mineral deposit does not guarantee that the mining of that deposit would be economically viable. There is a high risk the Company’s expenditure of funds on its proposed exploration programs will not lead to the discovery and development of an economically viable resource.
Operations: The Company’s operating activities may be adversely affected by a range of factors including lack of access to suitable personnel, lack of access to drill rigs or other equipment, mechanical failure or breakdowns, adverse weather, industrial accidents or disputes, shortages or increased costs of consumables, and other factors outside the Company’s control.
Access Risks: Tenements granted may include various restrictions excluding, limiting or imposing conditions upon the ability of the Company to conduct exploration activities, including but not limited to in respect of exclusions from pursuing exploration on certain areas of Commonwealth land, requirements arising from Native Title legislation and claims and/or state legislation relating to Aboriginal heritage, culture and objects, environmental based conditions and restrictions and access procedures in relation to privately held land.
Mine Development: The Company’s ability to develop a mine will be dependent upon a number of factors that include obtaining approvals from all relevant authorities and parties (including the grant of a mining lease), seasonal weather issues, construction issues, cost overruns, plant and equipment availability, skilled consultants and labour availability, funding needs and other matters. These factors may create risks in respect of successful development of any project.
Environmental: Mining operations have inherent risks and liabilities associated with safety and damage to the environment and disposal of waste products occurring as a result of mining exploration and production. The occurrence of any such safety or environmental incident could delay production or increase production cost, or result in a substantial liability being accrued against the Company.

IRIS Metals Limited - Prospectus

ITEM	SUMMARY	FURTHER INFORMATION
What are the key risks of investment in the Company? (cont’d) • Resource Estimation: There are inherent risks associated with mineral resource estimates, including that ore eventually recovered may be of a different grade, tonnage or strip ratio from those adopted in the model used. Fluctuations in commodity prices, costs and other market factors may subsequently alter a resource estimation. • Commodity Price Volatility and Exchange Rate Risks:Commodity prices fluctuate and are affected by many factors beyond the control of the Company. Furthermore, international prices of various commodities are denominated in United States dollars, whereas the income and expenditure of the Company are and will be taken into account in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets. • Climate Change Risk:The Company may be impacted by local and international compliance regulations, or specific taxes or penalties associated with carbon emissions or environmental damage. Given the uncertainty with respect to the future regulatory framework regarding climate change mitigation, the Company may be subject to further restrictions, conditions and risks. Climate change may cause physical and environmental risks that cannot be predicted, including extreme weather patterns and events that may directly or indirectly impact the operations of the Company and may significantly disrupt the industry in which the Company operates General Risks The risks described in Section 3.4 include risk areas considered general to the Company which are summarised below: • The Company’s operations may be adversely affected in the short to medium term by the economic uncertainty caused by COVID-19. Further, any governmental or industry measures taken in response to COVID-19 may adversely impact the operations of the Company and are likely to be beyond the control of the Company; • General economic climate, such as but not only interest rates, currency fluctuations and supply and demand; • Taxation Risk; • Trading Price of Shares; • Unforeseen Risks; • Insurance Risk; • Litigation Risk; and • Government and Legal Risk The above is not intended to be an exhaustive list of the risk factors to which the Company or investors in the Company are or may be exposed. The factors specifically referred to above may in the future materially affect performance of the Company and the value of its securities. Section 3

D. KEY PEOPLE, INTERESTS AND BENEFITS

ITEM	SUMMARY	FURTHER INFORMATION
Who is the management team of the Company? The management team of the Company comprises: • Simon Richard Lill, the Non-Executive Chairman of the Board. • Peter Ashley Marks and Tal Paneth, each an Executive Director. • Christopher Alan David Connell, a Non-Executive Director. • David James Franks, the Company Secretary. Sections 6.1 and 6.2

IRIS Metals Limited - Prospectus

Biographies for the management team is set out in Section 6.1 and 6.2

ITEM	SUMMARY	FURTHER INFORMATION
What are the equity interests of management?	The direct and indirect equity interests of the Directors are set out in the table below: CURRENT AT LISTING NAME NUMBER CURRENT % % AT MINIMUM SUBSCRIPTION % AT MAXIMUM SUBSCRIPTION Tal Paneth 30,000,000 57.75% 36.43% 34.34% Simon Lill 4,000,000 7.70% 4.86% 4.58% Peter Marks 2,500,000 4.81% 3.04% 2.86% Christopher Connell 250,000 0.48% 0.30% 0.29% Total 36,750,000 70.60% 44.63% 42.07% Notes to table: • All percentages are subject to rounding. • The above table does not include New Shares that may be received by Directors as a result of participation in the Equity Offer. • The above table does not include the impact of conversion of convertible securities. • Other than Christopher Connell, who is proposed to obtain an interest in 1,250,000 New Options under the Officer Option Offer at Listing, no other Directors will have an interest in convertible securities of the Company. Section 6.3

E. KEY FINANCIAL INFORMATION

ITEM	SUMMARY	FURTHER INFORMATION
What is the key financial information? Following completion of the Offer, the Company will seek to explore and develop the Kookynie and Leonora Project. The Company’s projects are in the early stages of exploration. This means that none of the projects generate revenue or are likely to generate revenue in the near term. The Company predominately has raised working capital funds through private placements with equity investors. A summary of the Financial Information of the Company is set out in Section 4. Section 4
What is the financial outlook of the Company following completion of the Offer? Given the current status of the Company’s Projects and the speculative nature of its business, the Directors do not consider it appropriate to forecast future earnings. Any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection on a reasonable basis. Section 4
What is the Company’s dividend policy? Any future determination as to the payment of dividends by the Company will be at the discretion of the Directors and will depend on the availability of distributable earnings and operating results and financial condition of the Company, future capital requirements and general business and other factors considered relevant by the Directors. No assurance in relation to the payment of dividends can be given by the Company. Section 4
How has the Company historically performed? The Company was only recently incorporated and has no operating history and limited historical financial performance. As a result, the Company is not in a position to disclose any key financial rations other than as set out in Section 4. Given the Company’s limited operating history, the Board does not consider that the financial history is a relevant guide to the future performance of the Company following Listing. Section 4

IRIS Metals Limited - Prospectus

F. KEY OFFER INFORMATION

ITEM	SUMMARY	FURTHER INFORMATION
What are the Offers? Equity Offer The Company is inviting applications for between 30,000,000 and 35,000,000 New Shares at an issue price of $0.20 per New Share to raise between $6 million and $7 million before costs. Vendor Offer An offer of up to 400,000 New Shares as part consideration for the acquisition of a portion of the rights and interests comprising the Projects. New Shares under the Vendor Offer may be issued as follows: (i) 300,000 New Shares to be issued to vendors of P40/1489 (200,000 New Shares) and P40/1334 (100,000 New Shares) upon admission of IRIS Metals to the official list of ASX. (ii) 100,000 New Shares to be issued to the vendor of P40/1334 if a drilling intercept is achieved of equal to or greater than 20 grams to the tonne over an interval of at least 1 metre on P40/1334. Broker Option Offer An offer of between 2,500,000 and 4,000,000 New Options to the Lead Manager (and/or its nominee(s)). Officer Option Offer An offer of 1,250,000 New Options to Christopher Connell (and/or his nominee(s)). Sections 8.1, 8.2, 8.3 and 8.4
What are the terms of the New Shares under the Offers? New Shares issued under this Prospectus will rank equally with the existing fully paid ordinary shares of the Company. Section 10.5(A)
What are the terms of the New Options under the Offers? New Options have an exercise price of $0.30, expire three years from issue and will, upon exercise, entitle the holder to one fully paid ordinary share in the capital of the Company. The full terms of New Options are set out in Section 10.5(B). Section 10.5(B)
How will the Offers be structured? Equity Offer The Equity Offer comprises an offer to eligible investors of between 30,000,000 and 35,000,000 New Shares. Other Offers The Offers other than the Equity Offer are only made to the specified recipient(s) of the relevant securities under those Offers. The Company will provide a personalised application form to apply for securities under the Offers other than the Equity Offer. Sections 8.1, 9.1, 9.2, 9.3 and 9.4
Are the Offers conditional? The Offers are conditional upon: • The Company receiving applications and application funds for not less than $6 million (30,000,000 New Shares) under the Equity Offer. • ASX giving its conditional approval for admission of the Company to the Official List and quotation of the Shares. Section 8.5
Will I be guaranteed a minimum allocation under the Equity Offer? There is no guarantee that applicants will be allocated New Shares they apply for under the Equity Offer, in full or in part. The basis of allocation of New Shares will be determined by the Company at its discretion. Section 9.1
Is the Equity Offer underwritten? No, the Equity Offer is not underwritten. Section 9.7

IRIS Metals Limited - Prospectus

ITEM SUMMARY

FURTHER INFORMATION

	How will the proceeds from the Equity Offer be used?	The Company’s intended use of the funds raised under the Equity Offer and the estimated funds held at Listing in combination on its business activities is set out in summary form in the table below: MAXIMUM SUBSCRIPTION MINIMUM SUBSCRIPTION ACTIVITY TOTAL TOTAL Cash at Bank $100,000 $100,000 Equity Offer Funds $7,000,000 $6,000,000 Aggregate Cash $7,100,000 $6,100,000 Exploration Expenditure – Kookynie $2,565,000 $2,065,000 Exploration Expenditure - Leonora $2,065,000 $1,565,000 Administration (includes audit costs, directors fees, ongoing listing fees, registry fees etc.) $1,625,000 $1,625,000 Costs of the Offer $721,000 $650,000 Total Cash End of Year 2 $124,000 $195,000 Following Listing, the Board is of the view that the Company will have sufficient working capital to meet its stated objectives.		Section 8.8

What will the Company’s capital structure look like following completion of the Offers?

The capital structure of the Company immediately following completion Section 8.9 of the Offers is set out in the table below:

The Company anticipates having the following Shares on issue at Listing (noting that 100,000 of the New Shares under the Vendor Offer are conditional on the exploration milestone set out below).

		NUMBER	% OF TOTAL1
	Existing Shares	51,950,000	59.47%
	New Shares under the	35,000,000	40.07%
	Equity Offer (at the
	Maximum Subscription)
	New Shares under the	400,000	0.46%
	Vendor Offer2
	Total	87,350,000	100%
Notes to table:

1. All percentages are subject to rounding.

2. The New Shares under the Vendor Offer comprise the following:

(i) 300,000 New Shares to be issued to vendors of P40/1489 (200,000 New Shares) and P40/1334 (100,000 New Shares) upon admission of IRIS Metals to the official list of ASX.

(ii) 100,000 New Shares to be issued to the vendor of P40/1334 if a drilling intercept is achieved of equal to or greater than 20 grams to the tonne over an interval of at least 1 metre on P40/1334.

If less than the maximum number of New Shares are issued under the Equity Offer or the Vendor Offer then the percentages above will vary.

IRIS Metals Limited - Prospectus

ITEM

FURTHER SUMMARY INFORMATION

	What will the Company’s capital structure look like following completion of the Offers? (cont’d)	Options The Company anticipates having the following options on issue at Listing: NUMBER OF NEW OPTIONS EXERCISE PRICE EXPIRY DATE Broker Option Offer1 2,500,000 – 4,000,000 $0.30 3 years from issue Officer Option Offer 1,250,000 $0.30 3 years from issue Total New Options 3,750,000 – 5,250,000 Note to table: 1. Under the Lead Manager Mandate, the Lead Manager will receive a minimum of 2,500,000 New Options and a maximum of 4,000,000 New Options.		Section 8.9

Will any securities under the Offers by subject to escrow?

The Company anticipates the following escrow treatment of its securities in accordance with publicly available guidance from ASX. Escrow of securities is subject to the discretion of ASX and the below is provided for indicative purposes only:

New Shares under the Equity Offer will not be subject to escrow.
All New Shares under the Vendor Offer are anticipated to be subject to escrow for12 months from issue.
All New Options under the Broker Option Offer are anticipated to be subject to escrow for 24 months from Listing.
All New Options under the Officer Option Offer are anticipated to be subject to escrow for 24 months from Listing.
A portion of existing Shares are anticipated to be subject to escrow for between 12 months from issue and 24 months from Listing.

A statement of the final escrow position applicable to the Company’s securities will be released to the ASX prior to Listing.

Will securities under the Offers be quoted (listed)?

Application for quotation of New Shares under the Offers and existing Shares will be made to ASX no later than 7 days from the date of this Prospectus. However, applicants should be aware that ASX will not commence Official Quotation of any Shares until the Company has complied with Chapters 1 and 2 of the ASX Listing Rules. As such, the Shares (including New Shares) may not be able to be traded for some time after the close of the Offers.

G. ADDITIONAL INFORMATION

ITEM

Is there any brokerage, commission or stamp duty payable by applicants under the Offers?

SUMMARY

No brokerage, commission or stamp duty is payable by applicants on acquisition of securities under the Offers.

FURTHER INFORMATION

Section 9.8

Where can I find more information?

Additional information can be obtained through the following methods:

speaking to your broker, solicitor, accountant or other independent professional adviser; or
by contacting the Share Registry on1300 288 664 within Australia, +61 (2) 9698 5414 from outside Australia.

IRIS Metals Limited - Prospectus

2. COMPANY OVERVIEW

2.1 COMPANY SNAPSHOT AND STRATEGY

IRIS Metals Limited ( IRIS Metals or the Company ) was incorporated on 23 December 2020 for the purposes of applying for and acquiring interests in minerals exploration tenements and tenement applications in Western Australia. The Company has two projects:

Kookynie - gold – located approximately 60 km south-east of Leonora and approximately 180 km north of Kalgoorlie just outside the township of Kookynie; and
Leonora – gold - located approximately 60 km north-east of Leonora

(collectively the Projects ).

FIGURE 1: LOCATION OF IRIS METALS’ MINERAL PROJECTS

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The Projects are considered by the Directors to be highly prospective and strategically located with potential for defining gold mineral resources.

IRIS Metals Limited - Prospectus

The Company’s intended strategy is to progress the Projects as quickly as possible following Listing to seek to confirm their exploration prospectivity and potential for the discovery of economic mineralisation.

To act on this strategy, following Listing, the Company proposes to undertake the exploration programs set out in the remainder of this Section and described in the Independent Technical Assessment Report in Annexure A.

The objectives of IRIS Metals on completion of the Offers are to:

(a) execute field programs for the Kookynie and Leonora projects with the aim of advancing each prospect and potentially defining mineral resources for each;
(b) continue exploration activities on identified exploration targets and greenfield targets within the Projects; and
(c) where (and if) appropriate determine if additional tenement acquisition opportunities are appropriate which may include acquisition opportunities that complement the existing portfolio of exploration projects, or tenement applications, and/or investment in additional resource projects.

The Directors are of the view that, on completion of the Equity Offer, the Company will have sufficient working capital to carry out its stated objectives.

2.2 KOOKYNIE PROJECT

KOOKYNIE - SUMMARY OVERVIEW

Location	The Kookynie Project area is located approximately 60 km southeast of Leonora and
	approximately 180 km north of Kalgoorlie.
	IRIS Metals holds (either directly or through its subsidiary) 20 prospecting licences, 2
	exploration licences and 1 mining licence, with a total area of approximately 35.5 km².
Prospectivity	Recorded historic production in the Kookynie goldfield is over 600,000 ounces Au.
	Many of IRIS Metals’ tenements sit adjacent to or in very close proximity to historical
	or more recent producers, such as Orient Well, Leipold, McTavish, Champion and
	Gladstone mines.
	IRIS has identified advanced drill targets at multiple historic gold mines that remain
	untested along strike and at depth. Targets include high grade quartz vein hosted gold
	lodes and wide, near surface, stockwork mineralisation.
Historical Development	The IRIS Metals tenements contain significant recorded historical production
	(approximately 23,300 ounces of gold), and there has been little modern exploration
	since 2000 in, and around, the IRIS Metals tenements.
Exploration Program	IRIS Metals has identified a number of prospects on its leases which are, in the view of
	the Directors, either under-explored or remain open along strike and at depth.

(A) KOOKYNIE PROJECT BACKGROUND

Modern day exploration in the Kookynie region was mainly conducted in the 1980’s and early 1990’s. It focused on areas of outcrop or shallow cover.

The Kookynie Project lies within the Norseman-Wiluna greenstone belt of the Eastern Goldfields Province of the Yilgarn Craton, an area of prolific gold mineralisation and production.

Much of the exploration undertaken during this time targeted shallow gold mineralisation under existing workings, evaluating their potential for near surface open pit mining of weathered oxide material. The depth potential of most of the historic workings remain largely untested.

Furthermore, extension drill testing of mineralised structures was mainly limited to surface sampling or shallow RAB drilling that was ineffective due to the variable depths of alluvial cover and the lack of understanding of the regolith.

IRIS Metals intends to evaluate prospective areas through the use of advanced modern geophysical and geochemical techniques along with deeper aircore and RC drill testing for depth extensions of known surface mineralisation.

The Kookynie area, both within and external to the IRIS Metals tenements, hosts a large number of gold occurrences which have been mined over 130 years.

IRIS Metals Limited - Prospectus

Records show that more than 600,000 ounces of gold have been produced from the Kookynie area since the 1890s, with the largest historical producers being the Cosmopolitan, Altona and Champion mines.

The most recent production (in the 1990s and 2000s) was sourced from the Ulysses, Orient Well, Admiral, Butterfly and Puzzle deposits.

Kookynie is currently undergoing a renaissance of gold exploration with many exploration companies recognising the prospectivity of this mineral field to host large economic gold deposits. Recent success by Genesis Minerals (GMD.ASX) highlights this potential, having currently identified 1.6 million ounces Au [Source: Genesis Minerals Limited - ASX Announcement – 29 March 2021] . Other companies currently having success in the Kookynie mineral field include Metalicity (MCT.ASX), Carnavale Resources (CAV.ASX) and GTI Resources (GTR.ASX).

Historical and modern-day exploration outside the “Kookynie Mineralised Corridor” (being those areas and trends of known historic mineralisation), provides support to the contention that gold prospectivity in Kookynie (as highlighted in Figure 2) has the potential to extend beyond the limits of the corridor and that Kookynie is a gold province.

(B) IRIS METALS KOOKYNIE TENURE

IRIS Metals holds, either directly or through its subsidiary, 20 prospecting licences, 2 exploration licences and 1 mining licence, in the Kookynie region with a total area of approximately 35.5 km².

The Kookynie Project tenements can be subdivided into three groups:

Kookynie North: Features a number of prospects to be targeted, including the Rise & Shine prospect, hosted in mafic rocks, the Treasure-Whale prospects, hosted in intrusive granites and syenites and the Thowell Well prospect located on a similar structural trend to the historic Champion Mine. This group of tenements are in close proximity to many historical mines, including the Orient Well mine. IRIS Metals also holds ground in close proximity to or bordering various historic mines such as Champion, Leipold and McTavish mines under control by Metalicity (MCT.ASX).
Kookynie Central: Comprising the O’Shea and Lily prospects. The Lily prospect represents an opportunity to test and look for along strike and down-dip extensions to medium- to high-grade mineralisation hosted as quartz reefs in differentiated gabbros and dolerites. The O’Shea prospect is interpreted as a potential north-eastern extension of Lily and offers a number of historical high-grade intersections for follow-up.
Kookynie South: Contains potential strike extensions of the historical Gladstone mine , which produced almost 7,000 ounces of gold.

Each of the above sub-regions or projects are described further in Section 2.2(D).

Three broad styles of gold mineralisation at Kookynie have been identified:

Gold mineralisation associated with differentiated mafic sequences: This style of mineralisation is seen at the Admiral and Butterfly deposits. For IRIS Metals, the Lily and Rise & Shine prospects are both hosted within mafic rocks.
Gold mineralisation associated with granite: This style of mineralisation is seen at the Altona and Cosmopolitan mines (the latter of which produced 312,000 ounces gold up to 1914). For IRIS Metals, the Treasure-Whale and O’Shea prospects are hosted in granitic and syenitic rocks.
Gold mineralisation associated with quartz vein stockworks: This style of mineralisation is seen at the Orient Well mine, which sits immediately to the north of Kookynie North group of IRIS Metals tenements.

IRIS Metals Limited - Prospectus

(C) EXPLORATION

The planned exploration for Kookynie is for IRIS Metals to conduct further desktop review to prioritise known and new exploration targets, then complete geochemistry and aeromagnetics, and regional aircore drilling and RC drilling as required to seek to establish a JORC mineral resource.

Pre-IPO, IRIS Metals has completed aeromagnetic data acquisition and has commissioned its interpretation, results of which are expected shortly post-Listing.

FIGURE 2: IRIS METALS KOOKYNIE TENURE RELATIVE TO ITS REGIONAL PEERS

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IRIS Metals Limited - Prospectus

FIGURE 3: IRIS METALS KOOKYNIE PROSPECTS, UNDERLYING BEDROCK GEOLOGY & HISTORIC GOLDOCCURRENCES

==> picture [454 x 518] intentionally omitted <==

IRIS Metals Limited - Prospectus

(D) KOOKYNIE SUB PROJECTS

RISE & SHINE

IRIS Metals considers the Rise & Shine prospect to be historically underexplored and will form the initial focus of the IRIS Metals Kookynie Project.

The Rise & Shine prospect is centred on IRIS Metals tenement P40/1413, with workings extending into the surrounding P40/1385 prospecting licence.

IRIS Metals has consolidated surrounding tenure to ensure ownership of open strike potential.

Most of the gold mineralisation in the Rise & Shine prospect occurs in quartz veins or stockworks containing free gold with minor associated pyrite. The local Rise & Shine prospect workings are on relatively flat, southerly-dipping, east to northeaststriking quartz veins and stockworks. Mineralisation appears to be associated with multiple flat dipping, staked en-echelon vein arrays, plunging to the east.

Historic drilling is confined to shallow RAB and RC with gold mineralisation remaining open in all directions.

IRIS Metals plans to drill test the Rise & Shine Prospect both along strike and at depth as well as identify and drill test any newly identified geological anomalies.

The Rise & Shine prospect is considered highly prospective for wide, near surface stacked gold loads that would be very amenable to open cut mining techniques.

Significant Historic Intercepts at Rise & Shine:

RS7R: 17m @ 2.09 g/t from 28m
RS18R: 8m @ 2.92 g/t from 12m
RS5R: 4m @ 10.06 g/t from 32m
RS9R: 9m @ 1.3 g/t from 38m
RS13R: 2m @ 5.6 g/t from 19m
RS24R: 2m @ 4.05 g/t from 2m

IMPORTANT NOTE REGARDING EXPLORATION RESULTS

The Independent Technical Assessment Report (ITAR) prepared by Optiro Pty Ltd contained in Annexure A contains detail regarding sources of information and exploration results set out or referred to in this section, which have been derived or summarised from the ITAR for the convenience of readers.

The ITAR also contains analysis of exploration results and other information, including tables and diagrams in respect of the exploration results prepared in accordance with the JORC Code and competent persons’ statements under the JORC Code in respect of those results. The exploration results are based on, and fairly represent, information and supporting documentation prepared by competent persons named in the ITAR.

Historic production at Rise & Shine and P40/1385 – surrounding tenure:

TENEMENT	PERIOD	LOCATION	PRODUCTION (TONNES)	GRADE (GRAMS / TONNE)
P40/1413 1902 – 1906 Rise and Shine 622 26.48 g/t
P40/1413 1901 – 1904 Pass By 69 20.37 g/t
P40/1413 1898 – 1899 St Lawrence 57 30.91 g/t
P40/1385 1898 – 1900 Wairau 279 32.14 g/t
P40/1385 1902 – 1903 Aberdour 66 33.78 g/t
P40/1385 1904 – 1905 Lorna Doone 53 19.24 g/t

Source: MINDEX

IRIS Metals Limited - Prospectus

FIGURE 4: DRILLING AT RISE & SHINE SHOWING MAXIMUM DOWNHOLE GOLD

==> picture [453 x 301] intentionally omitted <==

LILY PROSPECT

The Lily Prospect is located within the Niagara Gabbro Complex and is associated with a north-east striking shear zone. The Niagara Gabbro is a layered complex comprising interleaved gabbronorite and gabbroic anorthosite, dolerite and diorite units.

This sub-project borders GTI Resources (GTR.ASX) to the east and west and the continuous strike extensions of the historic Kathleen workings. The Lily Prospect shows considerable merit for further extensions to the mineralisation down dip and along strike.

The Company understands that Mt Edon Gold Mines Australia NL carried out an evaluation of the Lily Prospect based upon the trenching and drilling, which led it to identify a mineral resource estimate which was not JORC compliant. IRIS Metals proposes to review the prior work following Listing as part of its strategy to seek to define JORC compliant resource estimate in respect of the Projects.

The Lily Prospect consists of a series of historic shafts with extensive interconnected underground stoping of high-grade mineralisation.

Drill testing under the Lily Prospect gold workings has established mineralisation over 350m in strike and remains open in both directions.

Historic drilling has only tested the depth extensions of the high-grade shoots to 40m vertical, with mineralisation remaining open at depth.

IRIS Metals plans to drill test the Lily Prospect both along strike and at depth as well as identify and drill test any newly identified geological anomalies. The high-grade tenor of gold mineralisation at Lily represents a target that could potentially support both open cut and underground mining.

Significant Historic Drilling at the Lily Prospect:

RC415: 11m @ 2.63 g/t from 20m
RC353: 10m @ 8.07 g/t from 20m
RC416: 2m @ 12.14 g/t from 36m
RC350: 5m @ 3.7 g/t from 31m
KRC004: 4m @ 2.18 g/t from 38m

IRIS Metals Limited - Prospectus

RC410: 1m @ 8.84 g/t from 32m
RC70: 6m @ 1.91 g/t from 12m
NGRC09: 6m @ 2.25 g/t from 70m

IMPORTANT NOTE REGARDING EXPLORATION RESULTS

Historic production at Lily & P40/1489 (enveloping tenure controlled):

TENEMENT	PERIOD	LOCATION	PRODUCTION (TONNES)	GRADE (GRAMS / TONNE)
P40/1471 1898 – 1910 Lily 650 63.79 g/t
P40/1489 1902 – 1904 Kangaroo 252 17.52 g/t
P40/1489 1905 – 1905 Sweet Nell 117 15.23 g/t
P40/1489 1898 – 1909 Mikado 34 37.16 g/t
P40/1489 1901 – 1901 Ajax 29 35.24 g/t
P40/1489 1903 – 1903 Idalium 11 28.18 g/t
P40/1489 1903 – 1903 President 9 20.66 g/t
P40/1489 1903 – 1903 Wheel of Fortune 4 25.85 g/t

Source: MINDEX.

FIGURE 5: LOCATION AND DRILLING AT THE LILY PROSPECT

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IRIS Metals Limited - Prospectus

FIGURE 6: HISTORIC WORKINGS AND LONG SECTION AT LILY

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FIGURE 7: CROSS-SECTION A-A’ AT LILY

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IRIS Metals Limited - Prospectus

FIGURE 8: CROSS-SECTION B-B’ AT LILY

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TREASURE-WHALE PROSPECT

The Treasure-Whale Prospects straddle IRIS Metals tenements P40/1333 and P40/1334.

Mineralisation at the eastern end of P40/1333 is associated with a north-south structure, and to the south of the Champion and Batavia projects being explored by Metalicity.

Gold mineralisation has been intercepted continuous along a 1km strike length and historic drilling has only tested the depth extensions of the high-grade shoots to 60m vertical, with mineralisation remaining open at depth.

Multiple high-grade shoots are developed along a northeast-southwest striking structure that remain open along strike and at depth. The Treasure-Whale Prospects also consist of a series of historic shafts with extensive interconnected underground stoping of high-grade mineralisation.

The Company understands that Mt Edon Gold Mines Australia NL carried out an evaluation of the Treasure-Whale Prospect, which led it to identify a mineral resource estimate which was not JORC compliant. IRIS Metals proposes to review the prior work following Listing as part of its strategy to seek to define JORC compliant resource estimate in respect of the Projects.

Significant Historic Drilling at the Treasure-Whale Prospect:

RC75: 1m @ 27.6 g/t from 25m
DDH2: 8.9m @ 1.92 g/t from 17.5m
DH5: 7m @ 2.73 g/t from 25m
W005: 5m @ 2.36 g/t from 30m

IRIS Metals Limited - Prospectus

DDH1: 2.8m @ 2.15 g/t from 33.5m
RC73: 3m @ 6.09 g/t from 18m
RC76: 1m @ 4.98 g/t from 18m

IMPORTANT NOTE REGARDING EXPLORATION RESULTS

Historic production at Treasure-Whale:

P40/1333 (TREASURE)	P40/1333 (TREASURE)	P40/1333 (TREASURE)	P40/1333 (TREASURE)	P40/1333 (TREASURE)	P40/1333 (TREASURE)
LOCATION		PERIOD		PRODUCTION (TONNES)	GRADE (GRAMS / TONNE)
Britannia GM Co Ltd 1898 – 1902 16,206 26.56 g/t
Treasure Leases 1903 – 1904 163 24.14 g/t
Kitchener 1898 – 1899 113 8.33 g/t
Sirdar 1899 – 1899 106 22.82 g/t
Britannic 1901 – 1902 105 27.94 g/t
Balmoral 1901 – 1901 74 17.25 g/t
Home Rule 1902 – 1903 49 22.428 g/t
North Batavia 1900 – 1900 30 26.33 g/t
Rose 1904 – 1904 33 26.69 g/t
Treasure East 1901 – 1901 17 18.41 g/t
P40/1334 (WHALE)
LOCATION	PERIOD		PRODUCTION (TONNES)		GRADE (GRAMS / TONNE)
Whale 1902 – 1908 1,983 40.76 g/t
Ballarat 1897 – 1904 730 28.669 g/t
Treasure 1900 – 1906 587 29.34 g/t
Treasure South 1901 – 1902 189 35.55 g/t
Golden Treasure 1897 – 1898 145 48.43 g/t
Trillby 1905 – 1905 35 36.05 g/t
O D 1901 – 1901 22 6.26 g/t
Dolly Grey 1903 – 1903 4 44 g/t

Source: MINDEX.

IRIS Metals plans to drill test the Treasure-Whale Prospects’ both along strike and at depth as well as identify and drill test any newly identified geological anomalies.

The high-grade tenor of gold mineralisation at both prospects represents a target that could potentially support both open cut and underground mining.

IRIS Metals Limited - Prospectus

FIGURE 9: TREASURE-WHALE PROSPECTS, UNDERLYING BEDROCK GEOLOGY & HISTORIC GOLD OCCURRENCES

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FIGURE 10: TREASURE-WHALE PROSPECTS, LONG SECTION REFLECTING GRAM METERS AND REEFS

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IRIS Metals Limited - Prospectus

GLADSTONE EXTENSION PROJECT

IRIS Metals Kookynie South Project is 6.09km² and envelops the historic Gladstone Mine which is operated by Genesis Minerals.

According to Mt Edon (A44399, WAMEX), past production at the Gladstone Mine was documented to be 6,270.05 ounces from 10,026 tonnes at an average grade of 19.5 g/t, with the Gladstone mine being worked until 1962.

Mt Edon (1984) further notes that the Gladstone workings exploit a quartz lode with a mined strike length of over 600 meters.

The quartz lode strikes to the north-northeast and dips to the southeast.

The IRIS Metals tenements envelope the Gladstone mineralisation and cover the untested northern and southern extensions of the mineralisation.

IRIS Metals tenements also cover the untested west-southwest extension of the Niagara and Perseverance mineralised structures.

IRIS will be methodically evaluating the Gladstone extension project utilising advanced modern-day techniques, seeking to identify areas of potential anomalism.

FIGURE 11: GLADSTONE PROSPECTS AND ASSOCIATED LEASES

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IRIS Metals Limited - Prospectus

O’SHEA PROSPECT

The O’Shea Prospect sits on P40/1494 and is hosted in felsic rocks with two dominant shear zones on the tenement, trending northeast, within a monzogranite. These have been identified as regional D3 structures and are interpreted as the extension of the same structures hosting the Lily mineralisation to the southwest.

The Company understands that Mt Edon Gold Mines Australia NL carried out an evaluation of the O’Shea Prospect, which led it to identify a mineral resource estimate which was not JORC compliant. IRIS Metals proposes to review the prior work following Listing as part of its strategy to seek to define JORC compliant resource estimate in respect of the Projects.

IRIS will be methodically evaluating the O’Shea prospect utilising advanced modern-day techniques, seeking to identify areas of potential anomalism.

Significant Historic Drilling at the O’Shea Prospect:

4m @ 8.01 g/t Au from 43m
5m @ 1.01 g/t Au from 37m

IMPORTANT NOTE REGARDING EXPLORATION RESULTS

Historic production at O’Shea:

LOCATION	PERIOD	PRODUCTION (TONNES)	GRADE (GRAMS / TONNE)
Eureka 1898 – 1904 696 25.95 g/t
Gem 1903 – 1906 491 23.97 g/t
North Liverpool 1900 – 1900 442 8.35 g/t
Liverpool North 1898 – 1899 247 7.02 g/t
Sunrise 1901 – 1905 196 21.21 g/t
Liverpool 1899 – 1899 186 24.53 g/t
Dun Isle 1904 – 1904 91 20.37 g/t
O’Shea 1898 – 1901 90 29.88 g/t
Never Can Tell 1902 – 1902 76 27.86 g/t
Last Venture 1902 – 1903 72 19.58 g/t
Connecting Rod 1903 – 1903 26 19.61 g/t
Sisters 1899 – 1899 11 27.09 g/t

Source: MINDEX

Limited drilling has been undertaken in the last 20 years with previous drilling concentrated on the historic gold workings in order to evaluate the potential for shallow gold mineralisation and accordingly, the depth potential of the many historic workings remains largely untested.

IRIS Metals Limited - Prospectus

THOWELL WELL PROSPECT

The Thowell Well Prospect sits on tenement P40/1379 and lies to the southwest of and on a similar structural trend to the historic Champion Mine. IRIS Metals also holds the tenure to the west and north-western Borders. Thowell Well is hosted in granitic rocks on a contact with mafic volcanics.

Historic RAB drilling has identified gold mineralisation over 1km of strike along a north-south trending structure with mineralisation remains open along strike to the north.

IRIS will be methodically evaluating the Thowell Well prospect utilising advanced modern-day techniques, seeking to identify areas of potential anomalism.

Significant Historic Drilling at the Thowell Well Prospect:

KRRB263 – 6m @ 4.3 g/t Au from 18m
Inc: 1m @ 22.0 g/t Au
KRRB200 – 9m @ 1.11 g/t Au from 35m
KRRB194 – 4m @ 1.27 g/t Au from 31m
KRRB226 – 3m @ 1.2 g/t Au from 8m

IMPORTANT NOTE REGARDING EXPLORATION RESULTS

Significant Historic Production at the Thowell Well Prospect:

LOCATION	PERIOD	PRODUCTION (TONNES)	GRADE (GRAMS / TONNE)
Excelsior 1902 – 1909 143 43.96 g/t
April’s Gift 1901 – 1903 76 42.43 g/t
Te Ahora 1902 – 1903 53 23.39 g/t

Source: MINDEX

IRIS Metals Limited - Prospectus

OTHER TENURE

In addition to the abovementioned historic Kookynie prospects and historic mines, IRIS Metals also controls additional ground which either borders historic mines or is in close proximity.

Such tenure has seen limited historic exploration and has the potential to host further mineralisation.

IRIS will be methodically evaluating all prospects utilising advanced modern-day techniques, seeking to identify areas of potential anomalism.

Historic production at other IRIS Metals Tenure:

TENEMENT	PERIOD	LOCATION	PRODUCTION (TONNES)	GRADE (GRAMS / TONNE)
E40/348 1904 – 1905 Streak 87 44.90 g/t
P40/1391 1900 – 1906 Britisher 126 19.76 g/t
P40/1391 1898 – 1899 Jubilee 84 24.27 g/t
P40/1384 1906 – 1907 Pearly Button 319 8.42 g/t
P40/1384 1898 – 1898 Birmingham 25 10.76 g/t
P40/1509 1902 – 1902 BS 15 18.26 g/t

Source: MINDEX

2.3 LEONORA PROJECT

LEONORA - SUMMARY OVERVIEW

Location	The Leonora Project area is located approximately 60 km northeast of the Leonora
	townsite and approximately 240 km north of Kalgoorlie.
	IRIS Metals controls two groups of tenements, Chain Bore to the north and Little Dipper
	to the south, In total IRIS controls 41 prospecting licences in Leonora, over a total area of
	approximately 71 km².
Prospectivity	The Leonora district has significant gold endowment with historical production of some
	13.5 million ounces from the five largest mines.
	Chain Bore is in proximity to the Mertondale – Mertons Reward Gold mine to the west
	that has produced 274,000 ounces.
	Most recently, Golden Mile Resources Limited reported thick gold mineralisation drill
	intercepts on structures that continue through and into the adjoining IRIS Metals Little
	Dipper area.
Historical Development	At the Chain Bore prospect, there are a number of gold geochemical anomalies across the
	tenements that have not had any follow-up drill testing. The Little Dipper prospect was
	delineated by RC drilling in 1995 and has seen no subsequent follow-up work.
Exploration Program	The IRIS Metals Leonora Project is relatively underexplored yet in highly prospective
	terrain that exhibits a favourable structural environment for mineralisation. IRIS Metals
	will focus exploration at both Chain Bore and Little Dipper.

IRIS Metals Limited - Prospectus

(A) LEONORA PROJECT BACKGROUND

The Leonora Project is located approximately 240 km north of Kalgoorlie and 60 km northeast of Leonora. The project consists of two groups of contiguous tenements, the Chain Bore project to the north and the Benalla project to the south.

The Leonora Project is a relatively underexplored tenement package located proximal to significant gold occurrences and workings in highly prospective terrain that exhibits a favourable structural environment for mineralisation. Exploration results to date show strong widespread gold anomalism with prospectivity for further delineation of several potential deposits.

Both project areas have been prospected since the discovery of gold in the district in the late 1890’s. Since the mid 1980’s the emphasis has been on gold exploration and more lately laterite nickel mineralisation.

Kin Mining has the dominant land holding in the area surrounding the IRIS Metals Chain Bore and Benalla Projects, covering multiple gold bearing structures with a 1.23 million ounces Au inventory [Source: KIN Mining NL - ASX Announcement – 17 May 2021] . Both the Chain Bore and Benalla Projects comprise key tenements that cover the continuation of these structures.

The Leonora Project contains multiple historic, high grade drill hole gold intercepts that remain open along strike and at depth.

Exploration

The planned exploration for Leonora is for IRIS Metals to conduct further desktop review to prioritise known and new exploration targets, then complete geochemistry and aeromagnetics, regional aircore drilling and RC drilling as required to establish a mineral resource.

Pre-IPO, IRIS Metals has completed aeromagnetic data acquisition and has commissioned its interpretation which is currently scheduled post Listing.

FIGURE 12: IRIS METALS LEONORA TENURE RELATIVE TO ITS REGIONAL PEERS

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IRIS Metals Limited - Prospectus

CHAIN BORE PROJECT

The Chain Bore Project is located on the western limb of the Benalla Anticline in a structurally complex zone that links the Keith-Kilkenny and Celica Tectonic Lineaments and sit to the East of Kin Mining’s highly successful Leonora operations.

There are a number of areas of historic workings for gold on the Chain Bore tenements as well as numerous proximal gold deposits on adjacent tenements. The IRIS Metals Chain Bore tenements sit to the east and south of Kin Mining’s Mertondale Project, with recently drilled mineralisation.

The IRIS Metals primary exploration target at the Chain Bore Project is the identification of shear-hosted gold mineralisation within the north-westerly trending structures which cross the tenements. The interpreted geology underlying the Chain Bore tenements is presented in Figure 13, along with the IRIS Metals tenement holding in the area. A number of gold geochemical anomalies across the tenements have not had any follow-up drill testing.

Some of the more advanced gold exploration targets have had further RAB and RC drill testing. RAB drilling returned drill intersections up to 30m at 2.14 g/t gold (CUB014) and 9m at 2.32 g/t gold (CUB019). The original intercept in CUB014 was followed up with a scissor hole which confirmed an easterly dip to the quartz veining and returned an intercept of 7m at 3.15 g/t gold (CUB045). However, the deeper potential of the project is largely unknown due to lack of work; however, the local geological structures are conductive to larger richer deposits which are possibly suitable for underground mining.

IRIS Metals will be methodically evaluating known prospects within the Chain-Bore project area, utilising advanced modernday techniques and will also seek to identify new areas of potential anomalism for future drill testing.

Significant Historic Drilling at Chain Bore:

CUB014: 30m @ 2.14 g/t from 20m
Inc: 2m @ 15 g/t from 20m
Inc: 7m @ 4.05 g/t from 28m
Inc: 1m @ 1.06 g/t from 42m
CUB019: 9m @ 2.32 g/t from 29m
Inc: 4m @ 4.38 g/t from 29m
Inc: 1m @ 1.3 g/t from 37m
CUB045: 7m @ 3.15 g/t from 24m
KBAC18-047: 4m @ 3.02 g/t from 52m
CUB043: 24m @ 0.52 g/t from 20m
MLB49: 4m @ 2.32 g/t from 32m

IMPORTANT NOTE REGARDING EXPLORATION RESULTS

IRIS Metals Limited - Prospectus

FIGURE 13: CHAIN BORE PROJECT TENEMENTS WITH UNDERLYING LOCAL GEOLOGY AND SIGNIFICANT INTERSECTIONS

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IRIS Metals Limited - Prospectus

BENALLA PROJECT (LITTLE DIPPER PROSPECT)

The Little Dipper tenements comprise the southern group of leases within the IRIS Metals Leonora Project.

The tenements have the potential to host along-strike continuations of Golden Mile Resources Ltd’s (G88.ASX) Benalla project (to the north and east). There are also potential extensions to Kin Mining’s Cardinia Hill project which sits in the same stratigraphy and is further to the north-west. The presence of gold mineralisation on and around the Little Dipper project, together with positive results from past exploration, demonstrates favourable settings for gold mineralisation.

IRIS Metals plans to drill test the Little Dipper Prospect both along strike and at depth as well as identify and drill test any newly identified geological anomalies.

Golden Mile Resources recently intersected 33m @ 1.6 g/t Au on their prospect that abuts the IRIS Metals Benalla Project (Figure 15. IRIS Metals has historic drill intersections along these same gold bearing structures in our Benalla Project including:

Significant Historic Drilling at Little Dipper:

BERC045: 5m @ 12.5 g/t from 38m
BERC032: 4m @ 9.07 g/t from 25m
BERC051: 4m @ 9.50 g/t from 28m
BERC040: 4m @ 2.86 g/t from 15m
BERC043: 2m@ 8.54 g/t from 33m
BERC058: 2m@ 5.74 g/t from 49m
BERC005: 1m @ 9.98 g/t from 12m (to EOH)
BERC006: 1m @ 7.96 g/t from 9m

IMPORTANT NOTE REGARDING EXPLORATION RESULTS

The ITAR also contains analysis of exploration results and other information, including tables in respect of the exploration results prepared in accordance with the JORC Code and competent persons’ statements under the JORC Code in respect of those results. The exploration results are based on, and fairly represent, information and supporting documentation prepared by competent persons named in the ITAR.

The Company understands that Jubilee Gold Mines NL and Sir Samuel Mines NL carried out an evaluation of the Little Dipper Prospect in the 90’s, which led it to identify a mineral resource estimate which was not JORC compliant. IRIS Metals proposes to review the prior work following Listing as part of its strategy to seek to define JORC compliant resource estimate in respect of the Projects.

Exploration over the Little Dipper project dates from the early 1990s and consisted of geological mapping, soil sampling and shallow RAB and RC drilling of selected targets.

However, Little Dipper remains untested at depth in fresh rock and along strike, and warrants follow up investigation.

IRIS Metals Limited - Prospectus

FIGURE 14: IRIS METALS LITTLE DIPPER TENURE & UNDERLYING BEDROCK GEOLOGY & HISTORIC GOLD OCCURRENCES

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FIGURE 15: KIN MINING (KIN.ASX) / GOLDEN MILE RESOURCES (G88.ASX) SHARED STRUCTURES

==> picture [353 x 332] intentionally omitted <==

IRIS Metals Limited - Prospectus

FIGURE 16: LITTLE DIPPER CROSS SECTION A

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FIGURE 17: LITTLE DIPPER CROSS SECTION B

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IRIS Metals Limited - Prospectus

FIGURE 18: LITTLE DIPPER CROSS SECTION C

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2.4 OTHER ACTIVITIES

IRIS Metals has under application ELA 45/5939 in the highly sought-after Patterson Province. The ground is 60 Blocks or approximately 192km2 in size. There is no guarantee that this exploration licence will be granted or the timeframe in which it may be granted. However, in the event of this tenements grant, it may form part of future plans of IRIS Metals.

In addition, IRIS Metals also has under application ELA 40/406 and ELA 40/407 located in the Kookynie region. Each tenement is in application pending phase and there is no guarantee that either tenement will be granted.

IRIS Metals will continue to assess and evaluate further resource opportunities with the intention of creating shareholder value.

2.5 PROPOSED WORK PROGRAM

IRIS Metals proposes to fund its intended activities as outlined in the table below from the proceeds of the Offer. The twoyear exploration budget highlighted in the table below assumes available funds of approximately $4.6 million based on total proceeds raised from the Offer at the Maximum Subscription of $7.0 million or approximately $3.6 million based on total proceeds raised from the Equity Offer at the Minimum Subscription of $6.0 million. The budget has been deemed appropriate by the Board to carry out the exploration activities.

IRIS Metals has recently completed the aeromagnetic data acquisition for Kookynie and Leonora with Interpretation scheduled post Listing.

IRIS Metals considers that there is potential for defining gold mineral resources at both the Kookynie and Leonora Projects.

Exploration activities comprise geophysical surveys, geochemical sampling, aircore, reverse circulation (RC) and diamond drilling of existing mineral anomalies and exploration targets, with the aim of defining mineral resources.

It should be noted that the budgeted use of funds of the Company may be subject to change based on the results obtained from exploration activities undertaken.

IRIS Metals Limited - Prospectus

As budgeted below, the Company's exploration expenditure will exceed the expenditure requirements for each of the tenements to maintain them in good standing. The proceeds from the Equity Offer at the Minimum Subscription and Maximum Subscription have been allocated to each of the Projects as follows.

PROJECT	ITEM	MINIMUM SUBSCRIPTION: $6 MILLION	MINIMUM SUBSCRIPTION: $6 MILLION	MINIMUM SUBSCRIPTION: $6 MILLION	MAXIMUM SUBSCRIPTION: $7 MILLION	MAXIMUM SUBSCRIPTION: $7 MILLION	MAXIMUM SUBSCRIPTION: $7 MILLION
		YEAR 1 (A$)	YEAR 2 (A$)	TOTAL (A$)	YEAR 1 (A$)	YEAR 2 (A$)	TOTAL (A$)
Kookynie Project	Desktop reviews	25,000 25,000		50,000	25,000 25,000		50,000
	Ground surveys	50,000 25,000		75,000	50,000 25,000		75,000
	Aircore drilling (Up to 15,000m in year 1 & 10,000m in year 2)	200,000 200,000		400,000	300,000 200,000		500,000
	RC drilling (Up to 10,000m in year 1 + 10,000m in year 2)	600,000 600,000		1,200,000	800,000 800,000		1,600,000
	Diamond drilling (500 m in year 2)	0 100,000		100,000	0 100,000		100,000
	Assaying	120,000 120,000		240,000	120,000 120,000		240,000
	Subtotal	995,000 1,070,000		2,065,000	1,295,000 1,270,000		2,565,000
Leonora Project	Desktop reviews	25,000 25,000		50,000	25,000 25,000		50,000
	Ground surveys	50,000 25,000		75,000	50,000 25,000		75,000
	Aircore drilling (Up to 10,000m in year 1 + 10,000m in year 2)	150,000 150,000		300,000	200,000 200,000		400,000
	RC drilling (Up to 5,000m in year 1 + 10,000m in year 2)	400,000 400,000		800,000	400,000 800,000		1,200,000
	Diamond drilling (500m in year 2)	0 100,000		100,000	0 100,000		100,000
	Assaying	120,000 120,000		240,000	120,000 120,000		240,000
	Subtotal	745,000 820,000		1,565,000	795,000 1,270,000		2,065,000
Total		1,740,000 1,890,000		3,630,000	2,090,000 2,540,000		4,630,000

It should be noted that the Company may need to raise further funds following Listing if expansion of the exploration activities on the Projects is warranted, or in the event that IRIS Metals expands its operations upon identification, and acquisition of, additional opportunities.

IRIS Metals Limited - Prospectus

3. RISK FACTORS

3.1 INTRODUCTION

The securities offered under this Prospectus are considered highly speculative. An investment in the Company carries risk.

This Section identifies circumstances that the Directors regard as the major risks associated with an investment in the Company and which may, either alone or in combination, have a material adverse impact on the financial performance of the Company and the market price of the securities of the Company, should they arise.

The Directors strongly recommend potential investors consider the risk factors described below, together with information contained elsewhere in this Prospectus, and consult their professional advisers if they have any queries before deciding whether to apply for New Shares or any other securities offered under this Prospectus.

The business, assets and operations of the Company are subject to certain commercial, operational and financial risk factors that, alone or in combination with other factors, have the potential to influence the operating and financial performance of the Company in the future (refer Sections 3.2 and 3.3).

In addition, there are other general investment risks, many of which are largely beyond the control of the Company and difficult to predict or anticipate (Section 3.4).

The Board aims to manage these risks by carefully planning the Company’s activities and implementing risk control measures. However, as noted above, some of the risks identified below are highly unpredictable and the Company is limited to the extent to which it can effectively manage them.

The following risk factors are not intended to be an exhaustive list of the risk factors to which the Company is exposed. Before applying for New Shares or other securities under this Prospectus, you should be satisfied that you have sufficient understanding of the risks identified in this Section and their potential impact on the value of your investment in the Company, so that you can fully consider whether or not an investment in the Company is suitable for you. In addition, you should note that this Section has been prepared without taking into account an applicant’s individual financial objectives, financial situation and particular needs. Applicants should seek professional investment advice if they have any queries in relation to making an investment in the Company.

3.2 COMPANY SPECIFIC RISKS

(A) LIMITED HISTORY

The Company was incorporated on 23 December 2020 and therefore has limited operating and financial history on which to evaluate its business and prospects. The Company also proposes operating in the mineral exploration sector, which has a high level of inherent risk and uncertainty. The Company has sought to mitigate this risk by engaging personnel who have significant experience in the mineral resources and exploration sectors, including as members of its Board (refer to the biographies in Section 6.1 for further information).

No assurance can be given that the Company will identify a commercially viable mineral deposit and, even if such a deposit is identified, that the Company will subsequently be able to develop commercially viable mineral production operations.

Until the Company is able to realise value from its Projects, it is likely to only incur operating losses.

(B) APPLICATION AND RENEWAL RISK

As noted in Section 2, some of the interests forming the Projects are currently applications which have not yet been approved. The grant of such applications will require the Company to obtain the approval of governmental entities. To obtain such approval, the Company will need to comply with conditions imposed by such governmental entity, which can be complex, costly and time consuming and success cannot be assured. Failure by the Company to achieve grant in respect of one or more of its applications could mean that the Company will not be able to proceed with the exploration and development of one or more of the Projects. This would likely adversely affect the financial condition, operations and prospects of the Company.

The proposed exploration expenditure of the Company on the Projects has been allocated based on the granted tenements held by the Company at the date of this Prospectus. If existing tenement applications are granted, the Company would reassess, and potentially reallocate or increase, Project expenditure based on the expanded Project footprint resulting from the grant of such applications.

IRIS Metals Limited - Prospectus

The permits and other approvals that the Company needs may not be issued, maintained or renewed either in a timely fashion or at all, or on terms and/or with conditions that are acceptable to the Company (including in respect of expenditure obligations), and the Company gives no guarantee that one or more mining leases will be issued in respect of the applications forming the Projects. The Company notes that there are certain tenements coming due for renewal as set out in the Tenement Report in Annexure B (specifically P40/1419 and P40/1420 – in relation to which the Company has lodged renewal applications). Other tenements will need to be renewed progressively as their expiration dates occur. While there are risks associated with the renewal of tenements generally, the Company is not aware of any reason why any of the above tenements would, where renewal is available under the applicable laws, not be renewed upon lodgement of a proper renewal application. Further details of the renewal process are set out in the Tenement Report in Annexure B.

Although the Company currently intends to pursue exploration of the area comprised by the granted tenements and pending applications, the Company may in future determine not to proceed with a portion, or the entirety, of the area covered by one or more of the tenements and/or applications. This determination will be dependent on the circumstances of the Company at the time, including but not limited to the results of explorations activities, the costs and administrative burden of maintaining the mining tenements and/or the application(s) (including once converted to a mining lease(s), if at all) and the working capital requirements of the Company.

The decision to renew mining rights rests with the relevant government authority. In granting renewal of tenements, authorities may impose conditions including requirements to pay maintenance costs and/or satisfy expenditure requirements in connection with the Projects. If the Company fails to meet such requirements it could lose title to the Projects.

Further details on the Projects are set out in the Tenement Report contained in Annexure B.

(C) CHANGE IN STRATEGY

The medium to long term plans and strategies of the Company may evolve over time due to review, analysis and assessment of results from planned exploration activities on the Projects. This is consistent with other entities conducting mineral exploration. Accordingly, the plans and strategies of the Company as at the date of this Prospectus may not reflect the plans and strategies following review, analysis and assessment of results.

Any such changes have the potential to expose the Company to heightened or additional risks.

In addition, any development of a Project up to and including commercial operations will expose the Company to further risks associated with such activities. Nothing in this Prospectus is to be taken to indicate that the Company will commence development of the Projects at a specific time, if at all.

As with most exploration entities, the Company may assess and pursue other new business opportunities in the resource sector over time which complement its business (which may take the form of joint ventures, farm-ins, acquisitions and other forms of opportunities). In such cases the Company may, by pursuing such new opportunities, become subject to additional or heightened risks.

(D) THIRD-PARTY RISKS

The Company has contracted with, or will in the future need to contract with, various parties to enable the implementation of its exploration plans on the Projects. Such counterparties include service contractors, consultants, suppliers, landowners and native title holders. There is a risk that counterparties may fail to perform their obligations under existing or future agreements. This could lead to delays, increase in costs, disputes and even litigation. All these factors could negatively affect the Company’s operations and there can be no assurance the Company would be successful in seeking remedies or enforcement of its rights through legal actions.

(E) RELIANCE ON KEY MANAGEMENT PERSONNEL

The responsibility of overseeing the day-to-day operations and strategic management of the Company depends substantially on the Directors and senior management of the Company. The Company has sought to mitigate the risk of its limited history by engaging personnel who have significant experience in the mineral resources and exploration sectors, including as members of its Board, all of whom also have equity interests in the Company. The Company relies, and will in future rely, on the skills and experience of these personnel in its operations.

Noting the above, there can be no assurance given that there will be no detrimental impact on the performance of the Company and its growth potential if one or more of its Directors and/or senior management cease to be engaged by the Company and the Company gives no guarantee that, if one or more of its Directors and/or senior management cease to be engaged by the Company, that a suitable replacement would be identified and engaged in a timely manner, if at all.

(F) ADDITIONAL CAPITAL REQUIREMENTS

Whilst the Company will at the time of its admission have enough working capital to carry out its stated objectives (refer pages 19 and 78 to 80 regarding the stated objectives of the Company and its use of funds), the Projects will be required to be further developed for the Company to identify and commence commercially viable mining operations. Accordingly, the Company will in the future require additional capital in excess of the funds to be raised under the Equity Offer for its activities, including for the future development of the Projects.

IRIS Metals Limited - Prospectus

There can be no guarantee that further financing will be available on commercially acceptable terms, or at all. Any additional financing through equity issues would be dependent upon the ability of the Company to raise funds in the securities market, which in turn is dependent on there being sufficient identifiable appetite from investors for equity in the Company. If successfully conducted, such issues would also be dilutive to the current equity holders in the Company. Furthermore, debt financing may not be available to support the scope and extent of the proposed activities of the Company. In addition, should the strategies of the Company change and/or it identify new acquisition opportunities it may require further capital to execute on those plans or acquisitions (subject to any regulatory or shareholder approvals that may be required).

(G) OFFERS CONDITIONAL

The Offers under this Prospectus are subject to conditions, including ASX granting conditional approval for the admission of the Company to the Official List. If these conditions are not satisfied then the Offers will not proceed. In addition, the conditions imposed for the admission of the Company to the Official List is at the discretion of ASX and no guarantee can be given that the Company will be able to satisfy the conditions of admission imposed by ASX in a certain time period, or at all.

3.3 INDUSTRY SPECIFIC RISKS

(A) MINERAL EXPLORATION

Mineral exploration, by its nature, is inherently uncertain. The Projects are at an early stage of the exploration process and mining and development such as that being proposed by the Company is a high risk undertaking. There can be no assurance that exploration of the Projects will result in the discovery of one or more mineral deposits. Furthermore, the discovery of a mineral deposit does not guarantee that the mining of that deposit would be economically viable. The size of the deposit, location, grade, access to infrastructure including equipment, development and operating costs, commodity prices and recovery rates are all key factors in determining commercial viability. Accordingly, there is a high risk the Company’s expenditure of funds on its proposed exploration programs will not lead to the discovery and development of an economically viable resource. Such an outcome would be adverse to the Company’s financial position and prospects and would potentially result in the Company scaling back its activities to conserve cash reserves and pay its creditors.

The activities, plans and strategies of the Company are dependent on the results of its exploration activities. Accordingly, such activities, plans and strategies are subject to change depending on the receipt and analysis of results of the planned exploration activities of the company.

(B) OPERATIONS

Operations of the Company will, for the foreseeable future, predominantly comprise exploration activities. These activities may be adversely affected by a range of factors including lack of access to suitable personnel, lack of access to drill rigs or other equipment, mechanical failure or breakdowns, adverse weather, industrial accidents or disputes, shortages or increased costs of consumables, and other factors outside the Company’s control. Such factors would detrimentally affect the Company’s prospects and activities.

(C) ACCESS RISKS

Tenements granted in respect of one or more of the applications (if any) may include various restrictions excluding, limiting or imposing conditions upon the ability of the Company to conduct exploration activities, including but not limited to in respect of exclusions from pursuing exploration on certain areas of Commonwealth land, requirements arising from Native Title legislation and claims and/or state legislation relating to Aboriginal heritage, culture and objects, environmental based conditions and restrictions and access procedures in relation to privately held land.

While the Company will formulate its exploration plans to accommodate and work within any such access restrictions, there is no guarantee the Company will be able to satisfy such conditions on commercially viable terms, if at all. In addition, such restrictions may be complex and/or require approvals, consents or negotiations involving governmental entities or third parties. As such, there is a risk that access issues may prevent the Company from implementing its intended exploration plans, which may adversely impact upon the financial position, operations and prospects of the Company.

Any future changes in legislation and regulations may impose significant obligations or restrictions on the Company which cannot be predicted. The COVID-19 pandemic may also give rise to issues, delays or restrictions in relation to land access, the extent of the effect of COVID-19 on land access is hard to predict at the current time given the situation remains uncertain and is evolving rapidly.

(D) MINE DEVELOPMENT

In the event the Company identifies an economically viable mineral deposit on the Projects or any one of them, its capacity to proceed to develop a mine in respect of that mineral deposit will be dependent upon a number of factors. These factors include obtaining approvals from all relevant authorities and parties (including the grant of a mining lease), seasonal weather issues, construction issues, cost overruns, plant and equipment availability, skilled consultants and labour availability, funding needs and other matters. These factors may create risks in respect of successful development of any project. The development of a mine may also be subject to arrangements between the Company and third parties.

IRIS Metals Limited - Prospectus

(E) ENVIRONMENTAL

The proposed activities of the Company will likely be subject to various laws and regulations concerning the environment. Mining operations have inherent risks and liabilities associated with safety and damage to the environment and disposal of waste products occurring as a result of mining exploration and production. The occurrence of any such safety or environmental incident could delay production or increase production cost, or result in a substantial liability being accrued against the Company.

Proceeding with a mining operation would be expected to create significantly enhanced environmental risks, particularly with respect to environmental damage through construction activities, disposal of waste products and/or water contamination. Such occurrences could delay production or increase costs of operations.

(F) RESOURCE ESTIMATION

In future, one or more resource estimates and/or exploration targets may be identified on the Projects. Mineral resource estimates and exploration targets are expressions of judgement by qualified individuals based on knowledge, experience and industry practice. There are inherent risks associated with such estimates, including that ore eventually recovered may be of a different grade, tonnage or strip ratio from those adopted in the model used. These estimates also depend to some extent on interpretations and geological assumptions which may ultimately prove to be unreliable. Fluctuations in commodity prices, costs and other market factors may subsequently alter a resource estimation. Accordingly, adverse changes to the assumptions underpinning mineral resource estimates or exploration targets may adversely impact upon the Company and its operations.

(G) COMMODITY PRICE VOLATILITY AND EXCHANGE RATE RISKS

If the Company achieves successes leading to mineral production, the revenue it may derive through the sale of commodities exposes the potential income of the Company to commodity price and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of the Company. Such factors include supply and demand fluctuations for precious and base metals, technological advancements, forward selling activities and other macro-economic factors.

Furthermore, international prices of various commodities are denominated in United States dollars, whereas the income and expenditure of the Company are and will be taken into account in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets.

(H) CLIMATE CHANGE RISK

As an entity engaged in exploration activities, the Company anticipates it will be subject to climate risks and in particular:

the emergence of new or expanded regulations associated with transitioning to a lower carbon economy including market changes associated with climate change mitigation. The Company may be impacted by local and international compliance regulations, or specific taxes or penalties associated with carbon emissions or environmental damage. Given the uncertainty with respect to the future regulatory framework regarding climate change mitigation, the Company may be subject to further restrictions, conditions and risks. While the Company will seek to manage such risks as and when they arise, there can be no guarantee that the Company will be able to do so in a cost effective manner, if at all; and
climate change may cause physical and environmental risks that cannot be predicted, including extreme weather patterns and events that may directly or indirectly impact the operations of the Company and may significantly disrupt the industry in which the Company operates.

3.4 GENERAL INVESTMENT RISKS

(A) COVID-19

The outbreak of COVID-19 is impacting global economic markets. The nature and extent of the effect of the outbreak on the performance of the Company remains uncertain. The Company’s operations may be adversely affected in the short to medium term by the economic uncertainty caused by COVID-19. Further, any governmental or industry measures taken in response to COVID-19 may adversely impact the operations of the Company and are likely to be beyond the control of the Company. The Directors are monitoring the situation closely and have considered the impact of COVID-19 on the Company’s business and financial performance. However, the situation is continuing to evolve and the consequences are uncertain.

IRIS Metals Limited - Prospectus

(B) ECONOMIC CONDITIONS

The performance of the Company is likely to be affected by changes in economic conditions. The success of the Company may be affected by some of the matters listed below:

general financial issues which may affect policies, exchange rates, inflation and interest rates;
deterioration in economic conditions, possibly leading to reductions in business spending and other potential revenues which could be expected to have a corresponding adverse impact on operations and financial performance of the Company;
the strength of the equity and share markets in Australia and throughout the world;
financial failure or default by any entity with which the Company is or may become involved in a contractual relationship;
the impact that geo-political factors have on the world and/or Australia, on the financial markets and/or on investments generally or specifically; and
industrial disputes in Australia and other relevant markets.

(C) TAXATION

There may be tax implications from applying for and receiving New Shares or other securities under this Prospectus and/or the disposal of New Shares or other securities in future. You should consult your professional advisor before deciding to apply for securities under this Prospectus.

(D) TRADING PRICE OF SHARES

The Company’s operating results, economic and financial prospects and other factors will affect the trading price of its Shares. In addition, the price of shares is subject to varied and often unpredictable influences on the market for equities, including but not limited to, general economic conditions including the performance of the Australian dollar, the Euro and US dollars on world markets, inflation rates, foreign exchange rates and interest rates, variations in the general market for listed stocks in general, short-selling, changes to government policy, legislation or regulation, industrial disputes, general operational and business risks, and hedging or arbitrage trading activity that may develop involving the Shares.

The share prices for many companies have been and may in the future be highly volatile which in many cases may reflect a diverse range of non-company specific influences such as global hostilities and tensions relating to certain unstable regions of the world, acts of terrorism and the general state of the global economy. No assurances can be made that the Company’s market performance will not be adversely affected by any such market fluctuations or factors.

Lack of liquidity may also affect the value of the Company’s securities. The trading price of securities offered under this Prospectus carry no guarantee with respect to payment of dividends, return of capital or their market value or price. No guarantee can be given that the Company’s share price will be greater than any exercise price.

(E) UNFORESEEN RISKS

There may be other risks which the Directors and/or management of the Company are unaware of at the time of issuing this Prospectus which may impact upon the Company, its operations and/or the value and performance of the securities offered under this Prospectus.

(F) INSURANCE RISK

The Company intends to insure its activities in accordance with industry practice, however there is a risk that the insurance cover held by the Company will not be of a nature or level adequate for a particular circumstance, which could have a material adverse effect on the business, financial condition and results of the Company. Insurance against all risks associated with exploration activities and, if applicable, production is not always commercially viable.

(G) LITIGATION

The Company is exposed to possible litigation risks including contractual disputes, occupational health and safety claims and employee claims. Further, the Company may be involved in disputes with other parties in the future which may result in litigation. Any such claim or dispute if proven, may impact adversely on the Company’s operations, financial performance and financial position.

IRIS Metals Limited - Prospectus

(H) GOVERNMENT AND LEGAL RISK

Changes in government, financial policy, taxation and other laws in any local and/or international markets or regions cannot be predicted and may affect the Company’s ability to carry on its proposed activities, restrict the Company in achieving its objectives or may result in increased compliance costs or complexities in managing the Company’s proposed operations and activities.

The Company is also subject to various regulatory requirements, including mining and accounting requirements. Changes to standards, policies, guidelines, interpretations or principles may affect the Company’s ability to carry out its activities and/or achieve its objectives. The Company cannot control or predict changes to regulatory requirements, which may adversely affect the Company.

3.5 SPECULATIVE INVESTMENT

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above risk factors, and other not specifically referred to above, may materially affect the future financial performance of the Company and the value of the securities offered under this Prospectus.

There may be other risks which the Directors are unaware of at the time of issuing this Prospectus which may impact the Company, its operations and/or valuation and performance of the Company’s shares.

The Shares issue pursuant to this Prospectus therefore carry no guarantee with respect to the payment of dividends, returns of capital or market value. The Company does not expect to declare any dividends during the first two years following listing.

Potential investors should consider that investment in the Company is highly speculative and should consult their professional advisers before deciding whether to apply for securities under this Prospectus.

IRIS Metals Limited - Prospectus

4. FINANCIAL INFORMATION

4.1 STATUTORY CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME AS AT 31 MARCH 2021

AS AT 31 MARCH 2021
	CONSOLIDATED
	FROM 23 DECEMBER TO 31 MARCH 2021
	$
Expenses
Administration	(597)
Consultancy fees	(5,500)
Other expenses	(47,516)
Employee benefits expense	(304,450)
Exploration and Evaluation costs	(1,441,960)
Loss before income tax expense	(1,800,023)
Income tax expense	-
Loss after income tax expense for the period attributable to the
owners of IRIS Metals Limited	(1,800,023)
Other comprehensive income for the period, net of tax	-
Total comprehensive income for the period attributable to the
owners of IRIS Metals Limited	(1,800,023)

IRIS Metals Limited - Prospectus

4.2 STATUTORY STATEMENT OF FINANCIAL POSITION

IRIS METALS LIMITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2021

	CONSOLIDATED
	31-MAR-21
	$
Assets
Current assets
Cash and cash equivalents	496,418
Trade and other receivables	2,681
Other deposits	3,000
Total current assets	502,099
Total assets	502,099
Liabilities
Current liabilities
Trade and other payables	165,557
Provisions	140,000
Total current liabilities	305,557
Total liabilities	305,557
Net assets	196,542
Equity
Issued capital	1,758,865
Reserves	237,700
Accumulated losses	(1,800,023)
Total equity	196,542

IRIS Metals Limited - Prospectus

4.3 STATUTORY STATEMENT OF CASH FLOWS

IRIS METALS LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS AS AT 31 MARCH 2021

IRIS METALS LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS AS AT 31 MARCH 2021
	CONSOLIDATED
	FROM 23 DECEMBER TO 31 MARCH 2021
	$
Cash flows from operating activities
Payments to suppliers and employees (inclusive of GST)	(737,447)
Net cash used in operating activities	(737,447)
Cash flows from financing activities
Proceeds from issue of shares	1,267,870
Cost of issue of shares	(34,005)
Net cash from financing activities	1,233,865
Net increase in cash and cash equivalents	496,418
Cash and cash equivalents at the beginning of the financial period	-
Cash and cash equivalents at the end of the financial period	496,418

IRIS Metals Limited - Prospectus

4.4 PRO FORMA STATEMENT OF FINANCIAL POSITION

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

	AUDITED		IPO		IPO	PROFORMA
	RESULTS AS	SUBSEQUENT	TRANSACTIONS	PROFORMA	TRANSACTIONS	BALANCE SHEET
	AT 31 MAR	EVENT	MIN $6M	BALANCE SHEET	MAX $7M	- MAX
	21	TRANSACTIONS1	SCENARIO	- MIN SCENARIO	SCENARIO	SCENARIO
Assets
Current assets
Cash and cash
equivalents	496,418	(35,000)	5,244,850	5,706,268	6,173,850	6,635,268
Trade and other
receivables	2,681	0	0	2,681	0	2,681
Other deposits	3,000	0	0	3,000	0	3,000
Total current
assets	502,099	(35,000)	5,244,850	5,711,949	6,173,850	6,640,949
Total assets	502,099	(35,000)	5,244,850	5,711,949	6,173,850	6,640,949
Liabilities
Current liabilities
Trade and other
payables	165,557	0	0	165,557	0	165,557
Provisions	140,000	(35,000)	(105,000)	0	(105,000)	0
Employee benefits	0	0	0	0	0	0
Total current
liabilities	305,557	(35,000)	(105,000)	165,557	(105,000)	165,557
Total liabilities	305,557	(35,000)	(105,000)	165,557	(105,000)	165,557
Net assets	196,542	0	5,349,850	5,546,392	6,278,850	6,475,392
Equity
Issued capital	1,792,870	37,500	6,060,000	7,890,370	7,060,000	8,890,370
Cost of capital raise	(34,005)	0	(408,720)	(442,725)	(477,604)	(511,609)
Reserves	237,700	(37,500)	399,330	599,530	399,330	599,530
Accumulated losses	(1,800,023)	0	(700,760)	(2,500,783)	(702,876)	(2,502,899)
Total equity	196,542	0	5,349,850	5,546,392	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 and capital raising.

IRIS Metals Limited - Prospectus

4.5 PRO FORMA CASH RECONCILIATION

The table below details the reconciliation of the pro forma cash balance of the Company as at 31 March 2021, reflecting the actual cash balance at that date and reflecting the impact of the proforma adjustments discussed below:

	MINIMUM SUBSCRIPTION	MAXIMUM SUBSCRIPTION
	$6 MILLION	$7 MILLION
Cash at 31 March 2021	496,418	496,418
Subsequent events:
Payment to vendors contingent upon
grant of the tenement	(35,000)	(35,000)
IPO transactions:
Capital raising proceeds	6,000,000	7,000,000
Payment to vendors of tenements
contingent upon IPO	(105,000)	(105,000)
Expense of offer	(650,150)	(721,150)
Pro Forma cash balance	5,706,268	6,635,268

SUBSEQUENT EVENTS:

In April 2021, Ryan Curnow was paid a contingent payment due to the grant of the tenement to the Estate Bank Account.

IPO TRANSACTIONS:

Proposed IPO at a price of $0.20 per share to raise:
A minimum of $6,000,000 via the issue of 30,000,000 fully paid ordinary shares; and
A maximum of $7,000,000 via the issue of 35,000,000 fully paid ordinary shares
Payment to vendors of tenements contingent upon IPO: $105,000 will be paid to tenement vendors upon IRIS Metal being admitted to the official list of the ASX.
Expense of offer: Estimated cash costs associated with the IPO and spin-out transaction (refer to section 12 - cost of the offer)

IRIS Metals Limited - Prospectus

4.6 PRO FORMA PROVISIONS RECONCILIATION

The table below details the reconciliation of the pro forma provisions balance of the Company as at 31 March 2021, reflecting the actual provisions balance at that date and reflecting the impact of the proforma adjustments discussed below:

	MINIMUM SUBSCRIPTION	MAXIMUM SUBSCRIPTION
	$6 MILLION	$7 MILLION
Provisions at 31 March 2021	140,000	140,000
Subsequent events:
Payment to vendors contingent upon
grant of the tenement	(35,000)	(35,000)
IPO transactions:
Payment to vendors of tenements
contingent upon IPO	(105,000)	(105,000)
Pro Forma provisions balance	0	0

SUBSEQUENT EVENTS:

In April 2021, Ryan Curnow was paid a contingent payment due to the grant of the tenement to the Estate Bank Account. Therefore, the provision was reversed against the cash outflow.

IPO TRANSACTIONS:

Payment to vendors of tenements contingent upon IPO: $105,000 will be paid to tenement vendors upon IRIS Metal being admitted to the official list of the ASX.

IRIS Metals Limited - Prospectus

4.7 PRO FORMA ISSUED CAPITAL RECONCILIATION

The table below details the reconciliation of the pro forma issued capital balance of the Company as at 31 March 2021, reflecting the actual issued capital balance at that date and reflecting the impact of the proforma adjustments discussed below:

	MINIMUM SUBSCRIPTION	MAXIMUM SUBSCRIPTION
	$6 MILLION	$7 MILLION
Issued capital at 31 March 2021	1,792,870	1,792,870
Subsequent events:
Payment to vendors contingent upon
grant of the tenement	37,500	37,500
IPO transactions:
Capital raising proceeds	6,000,000	7,000,000
Payment to vendors of tenements
contingent upon IPO	60,000	60,000
Pro Forma Issued capital balance	7,890,370	8,890,370

SUBSEQUENT EVENTS:

Christopher Connell was granted 250,000 ordinary shares prior to his appointment as director at a price of $0.15 per share. In April, the fully paid ordinary shares were issued on his appointment as director.

IPO TRANSACTIONS:

Subscription of $6,000,000 (30,000,000 fully paid ordinary shares at $0.20 per share) under the Public Offer for the minimum scenario.
Subscription of $7,000,000 (35,000,000 fully paid ordinary shares at $0.20 per share) under the Public Offer for the maximum scenario.
Subscription of $60,000 (300,000 fully paid ordinary shares at $0.20 per share) under consideration per signed sales and purchase deed with Jamie Jones and Ryan Curnow.

Reconciliation of number of shares

	MINIMUM SUBSCRIPTION	MAXIMUM SUBSCRIPTION
	$6 MILLION	$7 MILLION
Number of shares	51,700,000	51,700,000
Subsequent events:
Issue of shares to Director	250,000	250,000
IPO transactions:
IPO placement	30,000,000	35,000,000
Vesting of deferred consideration
(shares) - vendors	300,000	300,000
Number of shares post IPO	82,250,000	87,250,000

IRIS Metals Limited - Prospectus

4.8 PRO FORMA COST OF CAPITAL RAISE RECONCILIATION

The table below details the reconciliation of the pro forma cost of capital raise balance of the Company as at 31 March 2021, reflecting the actual cost of capital raise balance at that date and reflecting the impact of the proforma adjustments discussed below:

	MINIMUM SUBSCRIPTION	MAXIMUM SUBSCRIPTION
	$6 MILLION	$7 MILLION
Cost of capital raise at 31 March 2021	(34,005)	(34,005)
IPO transactions:
Transaction costs - broker (options)	(169,212)	(185,838)
Expense of offer	(239,508)	(291,766)
Pro Forma Cost of capital raise balance	(442,725)	(511,609)

*This excludes 100,000 New Shares which are to be issued to the vendor of p40/1334 if a drilling intercept is achieved of equal to or greater than 20 grams to the tonne over an interval of at least 1 metre on p40/1334.

IPO TRANSACTIONS:

Transactions costs – broker (options): corresponds to the equity portion of the transactions costs for the options issued to the brokers as part of compensation which has been offset against the reserves (refer to section 11 - Options).
Expense of offer: corresponds to the equity portion of costs of offer, which represent the estimated fees payable for the completion of the IPO such as broker fees, lawyer fees, accounting and registry fees, Audit and IAR, ASX and ASIC Regulatory fees and other advisor fees.

IRIS Metals Limited - Prospectus

4.9 PRO FORMA RESERVES RECONCILIATION

The table below details the reconciliation of the pro forma reserves balance of the Company as at 31 March 2021, reflecting the actual reserves balance at that date and reflecting the impact of the proforma adjustments discussed below:

	MINIMUM SUBSCRIPTION	MAXIMUM SUBSCRIPTION
	$6 MILLION	$7 MILLION
Reserves at 31 March 2021	237,700	237,700
Subsequent events:
Payment to vendors contingent upon	(37,500)	(37,500)
grant of the tenement
IPO transactions:
Transaction costs - broker (options)	459,330	459,330
Payment to vendors of tenements	(60,000)	(60,000)
contingent upon IPO
Pro Forma Reserves balance	599,530	599,530

SUBSEQUENT EVENTS:

Reversal of reserve for 250,000 ordinary shares granted to Christopher Connell prior to his appointment as director at a price of $0.15 per share.

IPO TRANSACTIONS:

Transaction costs – broker (options): as part of brokers’ compensation, they will be issued up to 3,000,000 options with a 36-month expiry and A$0.30 Strike. The brokers may elect to allocate their options as they see fit.
Payment to vendors of tenements contingent upon IPO:
On 3 February 2021 IRIS signed sales and purchase deed with Jamie Douglas Jones. Subject to the terms of the deed, there is share consideration of 100,000 fully paid ordinary shares in IRIS Metals at a deemed issue price of $0.20 per share.
On 19 February 2021 IRIS signed sales and purchase deed with Ryan Curnow. Subject to the terms of the deed, there is share consideration of 200,000 fully paid ordinary shares in IRIS Metals at a deemed issue price of $0.20 per share.

IRIS Metals Limited - Prospectus

4.10 PRO FORMA ACCUMULATED LOSSES RECONCILIATION

The table below details the reconciliation of the pro forma accumulated losses balance of the Company as at 31 March 2021, reflecting the actual accumulated losses balance at that date and reflecting the impact of the proforma adjustments discussed below:

	MINIMUM SUBSCRIPTION	MAXIMUM SUBSCRIPTION
	$6 MILLION	$7 MILLION
Cost of accumulated losses at 31 March 2021	(1,800,023)	(1,800,023)
IPO transactions:
Transaction costs - broker (options)		(290,118)
Expense of offer		(410,642)
Pro Forma accumulated losses balance		(2,500,783)

IPO TRANSACTIONS:

Transactions costs – broker (options): corresponds to the expense portion of the transactions costs for the options issued to the brokers as part of compensation which has been offset against the reserves (refer to section 11 - Options).
Expense of offer: corresponds to the expense portion of costs of offer, which represent the estimated fees payable for the completion of the IPO such as broker fees, lawyer fees, accounting and registry fees, Audit and IAR, ASX and ASIC Regulatory fees and other advisor fees.

4.11 OPTIONS

The following options are currently on issue, or will be issued following the IPO:

1,250,000 existing options held by a director of the company. The options have an exercise price of $0.30 and vested prior the end of March 31st of 2021. The options on this category have an estimated value at $140,200 ($0.11 per Option), utilising inputs that are relevant at the date of vesting using Black-Scholes Model.
2,500,000 options to be issued to Brokers upon completion of the transaction for the funds raised via IPO. It is expected the brokers will raise an additional $500,000 directly through their own clients, resulting in the issue of further 500,000 options under both the Minimum Subscription and Maximum Subscription scenarios. Broker Options have an exercise price of $0.30 and vest when granted upon completion of IPO. The options on this category have an estimated value at $459,330 ($0.15 per Broker Option assuming the issue of 3,000,000 Broker Options) utilising inputs that are relevant at the date of vesting using Black-Scholes Model.

IRIS Metals Limited - Prospectus

4.12 COST OF THE OFFER

The total cost of the Offer has been estimated to be $755,150 and $826,150 for a minimum raise and maximum raise respectively. These costs include broker, legal, accounting, audit, listing and administrative fees, share registry, prospectus design and other expenses. These costs will be borne by the Company from the proceeds of the Offer.

The estimated costs of the offer for minimum and Maximum Subscription are:

The estimated costs of the offer for minimum and Maximum	Subscription are:
	MINIMUM	MAXIMUM
	SUBSCRIPTION ($)	SUBSCRIPTION ($)
Costs directly associated with IPO
Broker Fees (excludes costs of Broker Options issued)	396,000	462,000
Payment to vendors of tenements contingent upon IPO	105,000	105,000
Advisory Legal fee	88,000	88,000
Independent Geologist Report (IGR)	33,000	33,000
Tenement Report	16,500	16,500
IAR	13,750	13,750
Accounting and Registry fees	22,000	22,000
ASX and ASIC fees	60,000	65,000
Design, orienting postage roadshows etc	16,500	16,500
Total costs directly associated with IPO	750,750	821,750
Other IPO Costs
Audit fee	4,400	4,400
Total other IPO costs	4,400	4,400
Total cash costs	755,150	826,150

IRIS Metals Limited - Prospectus

The IPO costs above, with the exception of payment to vendors of tenements contingent upon IPO which was recognised in the expense at year ended 31 March 2021, will be apportioned 36.84% in the equity and 63.16% in P&L for Minimum Subscription and 40.46% in the equity and 59.54% in P&L for Maximum Subscription.

	MINIMUM	MAXIMUM
	SUBSCRIPTION ($)	SUBSCRIPTION ($)
Reconciliation of costs of offer
Equity portion:
Broker Fees (cash consideration)	145,578	169,841
Advisory Legal fee	32,351	32,351
Independent Geologist Report (IGR)	12,131	12,131
Tenement Report	6,066	6,066
IAR	5,055	5,055
Accounting and Registry fees	8,088	8,088
ASX and ASIC fees	22,057	23,895
Design, orienting postage roadshows etc	6,066	6,066
Audit fee	1,618	1,618
P&L portion:
Broker Fees (cash consideration)	250,422	292,159
Payment to vendors of tenements contingent upon IPO	105,000	105,000
Advisory Legal fee	55,649	55,649
Independent Geologist Report (IGR)	20,869	20,869
Tenement Report	10,434	10,434
IAR	8,695	8,695
Accounting and Registry fees	13,912	13,912
ASX and ASIC fees	37,943	41,105
Design, orienting postage roadshows etc	10,434	10,434
Audit fee	2,782	2,782
Total of Equity portion	239,008	265,109
Total of P&L portion	516,142	561,041
Reconciliation of costs of offer	755,150	826,150

IRIS Metals Limited - Prospectus

4.13. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies adopted in the preparation of the financial statements are set out below.

NEW OR AMENDED ACCOUNTING STANDARDS AND INTERPRETATIONS ADOPTED

The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.

Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

BASIS OF PREPARATION

These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board ('IASB').

HISTORICAL COST CONVENTION

The financial statements have been prepared under the historical cost convention.

CRITICAL ACCOUNTING ESTIMATES

The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the consolidated entity's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are share-based payment transactions, recovery of deferred tax assets and deferred consideration.

PARENT ENTITY INFORMATION

In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated entity only.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of IRIS Metals Limited ('company' or 'parent entity') as at 31 March 2021 and the results of all subsidiaries for the period then ended. IRIS Metals Limited and its subsidiaries together are referred to in these financial statements as the 'consolidated entity'.

Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an entity when the consolidated entity is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the consolidated entity. They are de-consolidated from the date that control ceases.

Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the consolidated entity.

INCOME TAX

The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:

When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or
When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

IRIS Metals Limited - Prospectus

The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset.

Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously.

CURRENT AND NON-CURRENT CLASSIFICATION

Assets and liabilities are presented in the statement of financial position based on current and non-current classification.

An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the consolidated entity's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.

A liability is classified as current when: it is either expected to be settled in the consolidated entity's normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.

Deferred tax assets and liabilities are always classified as non-current.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

TRADE AND OTHER RECEIVABLES

Other receivables are recognised at amortised cost, less any allowance for expected credit losses.

TRADE AND OTHER PAYABLES

These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial period and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.

PROVISIONS

Provisions are recognised when the consolidated entity has a present (legal or constructive) obligation as a result of a past event, it is probable the consolidated entity will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. If the time value of money is material, provisions are discounted using a current pre-tax rate specific to the liability. The increase in the provision resulting from the passage of time is recognised as a finance cost.

EMPLOYEE BENEFITS

SHARE-BASED PAYMENTS

Equity-settled and cash-settled share-based compensation benefits are provided to employees.

Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash is determined by reference to the share price.

The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the consolidated entity receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.

The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate

IRIS Metals Limited - Prospectus

of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.

The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying either the Binomial or Black-Scholes option pricing model, taking into consideration the terms and conditions on which the award was granted. The cumulative charge to profit or loss until settlement of the liability is calculated as follows:

during the vesting period, the liability at each reporting date is the fair value of the award at that date multiplied by the expired portion of the vesting period.
from the end of the vesting period until settlement of the award, the liability is the full fair value of the liability at the reporting date.

All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled transactions is the cash paid to settle the liability.

Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied.

If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification.

If the non-vesting condition is within the control of the consolidated entity or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the consolidated entity or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.

If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification.

FAIR VALUE MEASUREMENT

When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market.

Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

ISSUED CAPITAL

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

EARNINGS PER SHARE

BASIC EARNINGS PER SHARE

Basic earnings per share is calculated by dividing the profit attributable to the owners of IRIS Metals Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial period, adjusted for bonus elements in ordinary shares issued during the financial period.

IRIS Metals Limited - Prospectus

DILUTED EARNINGS PER SHARE

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

GOODS AND SERVICES TAX ('GST') AND OTHER SIMILAR TAXES

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense.

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.

EXPLORATION AND EVALUATION EXPENDITURE

Exploration and evaluation costs are expensed as incurred. Acquisition costs are accumulated in respect of each separate area of interest.

Exploration and evaluation expenditures will be recognised as assets when the activities have reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing.

NEW ACCOUNTING STANDARDS AND INTERPRETATIONS NOT YET MANDATORY OR EARLY ADOPTED

Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the consolidated entity for the annual reporting period ended 31 March 2021. The directors have assessed that none of these new Standards or Interpretations are unlikely to materially impact the Consolidated Entity in future financial reporting periods.

4.14. DIVIDENDS

Any future determination as to the payment of dividends by the Company will be at the discretion of the Directors and will depend on the availability of distributable earnings and operating results and financial condition of the Company, future capital requirements and general business and other factors considered relevant by the Directors. No assurance in relation to the payment of dividends of franking credits attaching to dividends can be given by the Company.

4.15. LIQUIDITY

Following Completion of the Offer, the Company’s principal sources of funds will be cash on its statement of financial position and cash flow from operations. The Company expects that it will have sufficient funds available from the cash proceeds of the Offer, in addition to the cash available, to fulfil the purposes of the Offer and meet its stated business objectives.

IRIS Metals Limited - Prospectus

5. LIMITED ASSURANCE REPORT

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IRIS Metals Limited - Prospectus

6. KEY PEOPLE, INTERESTS AND BENEFITS

6.1 BOARD OF DIRECTORS

The Board comprises:

Simon Richard Lill – Non-Executive Chairman (Independent)
Peter Ashley Marks – Executive Director
Tal Paneth – Executive Director
Christopher Alan David Connell – Non-Executive Director (Independent)

A biography for each of the Directors is set out below:

SIMON RICHARD LILL, NON-EXECUTIVE CHAIRMAN

Simon is the current Chairman of De Grey Mining Ltd. (ASX:DEG), an ASX 300 gold exploration/development company with 100% ownership of one of Western Australia’s largest greenfield discoveries – Hemi - in the Pilbara region of Western Australia. Experienced in capital raising and ASX Listing activities. Simon is also a Director of Purifloh Limited (ASX:PO3).

Simon is considered to be an independent Director.

PETER ASHLEY MARKS, EXECUTIVE DIRECTOR

Peter brings over 30 years’ experience in corporate advisory, investment banking and director/advisory roles to the Board. Peter’s corporate skills lie in capital raising for pre-IPO and listed companies, cross border M&A transactions, corporate underwriting, and venture capital transactions for companies in Australia, US & Israel.

Peter is a Director of Noxopharm Limited (ASX:NOX), Nyrada Inc. (ASX:NYR), Alterity Therapeutics Limited (ASX:ATH), Elsight Limited (ASX:ELS) and a former Director of Fluence Corporation Limited (ASX:FLC).

Peter is not considered to be independent as he is an Executive Director.

TAL PANETH, EXECUTIVE DIRECTOR

Tal has over a decade of multidisciplinary capital, debt and property market experience. He was predominantly responsible for the identification, negotiation and pegging of the IRIS Metals tenement package.

Tal is not considered to be independent as he is an Executive Director.

CHRISTOPHER ALAN DAVID CONNELL, NON-EXECUTIVE DIRECTOR

Chris is a geologist with over 20 years' experience focusing on gold and copper exploration across a range of deposit styles. Along with managing exploration in Australia, Chris has spent many years managing international teams in culturally and environmentally diverse regions throughout West Africa, Central Africa, Papua New Guinea and Ecuador. He is currently the Regional Exploration Manager for SolGold Limited (LSE:SOLG).

Chris is considered to be an independent Director.

6.2 KEY PERSONNEL

DAVID JAMES FRANKS – COMPANY SECRETARY

David Franks is the Company Secretary and is proposed to continue in this role following Listing. David is a Fellow of the Governance Institute of Australia, Fellow of the Financial Services Institute of Australasia and a Chartered Accountant with over 25 years’ experience in company secretarial, governance, finance and accounting.

IRIS Metals Limited - Prospectus

6.3 INTERESTS AND REMUNERATION OF DIRECTORS

6.3.1 INTERESTS OF DIRECTORS

Following successful completion of the Offer and Listing, the Directors will have direct and indirect interests in the securities of the Company as set out in the table below:

NAME	CURRENT	CURRENT	AT LISTING	AT LISTING
	NUMBER	CURRENT %	% AT THE MINIMUM SUBSCRIPTION	% AT THE MAXIMUM SUBSCRIPTION
Tal Paneth	30,000,000 57.75% 36.43% 34.34%
Simon Lill	4,000,000 7.70% 4.86% 4.58%
Peter Marks	2,500,000 4.81% 3.04% 2.86%
Christopher Connell	250,000 0.48% 0.30% 0.29%
Total	36,500,000 70.60% 44.63% 42.07%

Notes to table:

All percentages are subject to rounding.
The above table does not include New Shares that may be received by Directors as a result of participation in the Equity Offer.
The above table does not include the impact of conversion of convertible securities.
Other than Christopher Connell, who is proposed to obtain an interest in 1,250,000 New Options under the Officer Option Offer at Listing, no other Directors will have an interest in convertible securities of the Company.

6.3.2 REMUNERATION OF DIRECTORS

DIRECTOR NAME	DIRECTORS FEES (PER ANNUM)
Peter Marks $150,000
Tal Paneth $150,000
Simon Lill $60,000
Christopher Connell $48,000

The above amounts are exclusive of any agreed superannuation payments and/or GST. Further details of the respective contracts of the directors are set out in Section 10.3.

The fees of directors have been accruing from the dates set out in Section 10.3 as a the date of this Prospectus the amounts accrued are approximately: (a) Peter Marks $87,500; (b) Tal Paneth $75,000; (c) Simon Lill $30,000; and (d) Chris Connell $8,000. These sums, together with any additional accrued fees, are anticipated to be paid at Listing.

In addition, Tal Paneth historically received payments of approximately $60,000 in connection with services provided to Lofasz Pty Ltd.

6.4 INTERESTS OF ADVISERS

The Company has engaged the following advisers in relation to the Offers:

William Buck Audit (Vic) Pty Ltd acted as Investigating Accountant. The Company has paid, or agreed to pay, William Buck Audit (Vic) Pty Ltd $12,500 (plus GST) for preparation of the Limited Assurance Report contained in Section 6.

William Buck Audit (Vic) Pty Ltd also acted as auditor of the Company. The Company has paid, or agreed to pay, $5,500 (plus GST) to William Buck Audit (Vic) Pty Ltd for acting as auditor and in respect of the audit of the Company’s accounts which form part of the pro-forma statement of financial position in Section 5. Further amounts may be paid (or agreed to be paid) to William Buck Audit (Vic) Pty Ltd for performance of its role of auditor, in accordance with normal charge out rates.

Except as set out above, the Company has not paid or agreed to pay any other fees or amounts to William Buck Audit (Vic) Pty Ltd in the 2 years prior to the date of the lodgement of this Prospectus with ASIC.

IRIS Metals Limited - Prospectus

Optiro Pty Ltd prepared the Independent Technical Assessment Report which is included in Annexure A. The Company has paid, or agreed to pay, Optiro Pty Ltd $30,000 (plus GST) for preparation of the Independent Technical Assessment Report. The Company has not paid or agreed to pay any other fees or amounts to Optiro Pty Ltd in the 2 years prior to the date of the lodgement of this Prospectus with ASIC.
House Legal Pty Ltd prepared the Tenement Report which is included in Annexure B. The Company has paid, or agreed to pay, House Legal Pty Ltd $15,000 (plus GST) for preparation of the Tenement Report. The Company has not paid or agreed to pay any other fees or amounts to House Legal Pty Ltd in the 2 years prior to the date of the lodgement of this Prospectus with ASIC.
QR Lawyers Pty Ltd has acted as solicitors to the Company in connection with the Offers and ASX admission application. The Company estimates it will pay QR Lawyers Pty Ltd approximately $80,000 (plus GST) for these services. During the 2 years preceding lodgement of this Prospectus with ASIC, the Company has paid or agreed to pay QR Lawyers Pty Ltd approximately $30,000 (plus GST) for other services as solicitors to the Company which included matters ancillary to the Offers and preparation of certain tenement acquisition agreements. Subsequent fees will be charged in accordance with normal charge out rates.
Taurus Capital Pty Ltd has acted as Lead Manager for the Equity Offer. The Company will pay Taurus Capital Pty Ltd the fees, commissions and other amounts described in Section 10.3 including a 1% offer management fee and 5% brokerage fee on all funds under the Equity Offer (except for those funds received from the investors on the “Chairman’s List” up to a maximum of $2,000,000 where a 1% brokerage fee is to be received) and between 2,500,000 and 4,000,000 New Options under the Broker Option Offer. The Company has not paid or agreed to pay any other fees or amounts to Taurus Capital Pty Ltd in the 2 years prior to the date of the lodgement of this Prospectus with ASIC.

These amounts, and other expenses of the Offers, to the extent not paid by the Company prior to completion of the Offer will be paid out of funds raised under the Offer or available cash. Further information on the use of proceeds and costs of the Offer is set out in Section 8.8 and 10.4(D).

IRIS Metals Limited - Prospectus

7 CORPORATE GOVERNANCE

7.1 ASX CORPORATE GOVERNANCE COUNCIL PRINCIPLES AND RECOMMENDATIONS

The Company has adopted systems of control and accountability as the basis for the administration of its corporate governance. The Board is committed to administering the policies and procedures with openness and integrity commensurate with the Company’s needs and as required to comply with legal and regulatory requirements (including the ASX Listing Rules and the Corporations Act).

The Board seeks, where appropriate, to provide accountability levels that meet or exceed The Corporate Governance Principles and Recommendations (4th Edition) as published by ASX Corporate Governance Council in February 2019 (Recommendations). Section 7.15 contains a table setting out where the Company has not complied with the Recommendations and providing reasons for such non-compliance.

The departures from the Recommendations set out in Section 7.15 include information regarding how the Company seeks to address its non-compliance where appropriate.

The Company’s corporate governance policies and procedures will also be reviewed and where necessary updated and amended to address the Recommendations as amended from time to time.

Copies of the Company’s corporate governance policies and procedures are available in full on the Company website at www.irismetals.com.au/governance.

7.2 GENERAL MEETINGS

The Company is committed to upholding shareholder rights and facilitating shareholder participation in general meetings. Shareholders are invited to attend and ask questions at each general meeting of the shareholders of the Company. In addition, the auditor of the Company is to be invited to attend and answer questions from shareholders at each annual general meeting of the Company.

If a resolution is proposed to be put at a general meeting for the election or re-election of Director(s) of the Company, the notice of meeting convening such general meeting will contain all material information for shareholders to determine whether to elect or re-election the Director(s).

All substantive resolutions at a general meeting of the Company will be determined by way of poll in accordance with the corporate governance policies and procedures of the Company.

7.3 BOARD OF DIRECTORS

The Board is responsible for the overall management and corporate governance of the Company.

The responsibilities of the Board include but are not limited to:

the development, implementation and alteration of the strategic direction of the Company, including future expansion of the Company’s business activities;
risk management, assessment and monitoring. The risk management framework is reviewed at least once during each Reporting Period and the Company will in future disclose that such review has taken place in accordance with the Recommendations;
ensuring appropriate external reporting to shareholders, the ASX, ASIC and other stakeholders;
encouraging ethical behaviour, including compliance with the Company’s governing laws and procedures and compliance with corporate governance standards;
establishing targets and goals for Senior Management (if any) to achieve and monitoring the performance of Senior Management (if any);
review and oversight of compliance with applicable law including the ASX Listing Rules (whilst the Company is listed on the ASX), financing reporting obligations, including periodic and continuous disclosure, legal compliance and related corporate governance matters;
monitoring and reviewing the operational performance of the Company including the viability of current and prospective operations and opportunities;

IRIS Metals Limited - Prospectus

the appointment of new Directors to fill a casual vacancy or as additional Directors, including the conduct of appropriate checks prior to appointment of such Directors, and the provision of all material information to shareholders in determining whether to elect or re-elect such Director(s);
the appointment and, where appropriate, the removal of the senior executives (Managing Director/CEO, CFO, Executive Directors, Company Secretary, and ratifying the appointment or removal of Senior Management) of the Company, including the conduct of appropriate background checks prior to the appointment of such senior executives;
review of the code of conduct, communication and disclosure policy, securities trading policy, diversity policy, risk management policy and remuneration policy to ensure the policies meet the standard of corporate governance required by the Board and are being complied with;
approving and monitoring major Company financing matters including approval and monitoring of major capital expenditure, capital management, acquisitions and divestitures, materials contracts and incurring material debt obligations; and
periodic review of the performance of the Board, individual directors and senior executives by special purpose committees established by the Board.

The Company is committed to the circulation of relevant materials to Directors in a timely manner to facilitate Directors’ participation in the Board discussions on a fully informed basis.

7.4 COMPOSITION OF THE BOARD

Election of Board members is substantially the province of the shareholders in a general meeting. Although the Board may appoint Directors to fill casual vacancies or as additions to the Board, the ongoing appointment of Directors is subject to receipt of requisite shareholder approval(s).

The Directors (other than the Managing Director) are subject to retirement by rotation and re-election requirements under the constitution that are consistent with the ASX Listing Rules.

It is the objective of the Company to establish and maintain a Board with a broad representation of skills, experience and expertise. The Board has adopted a skills matrix against which the skills and experience of the Board are measured and reported upon.

7.5 BOARD CHARTER AND POLICIES

The Board has adopted a Board Charter and Code of Conduct which formally recognises its responsibilities, functions, power, authority, and composition. The Board Charter and Code of Conduct set out matters that are important for the effective corporate governance of the Company, including:

a definition of “independence” consistent with the Recommendations;
a framework for the identification of candidates for appointment to the Board and their selection (including undertaking appropriate background checks);
a framework for individual performance evaluation;
proper training to be made available to Directors both at the time of their appointment and on an ongoing basis for professional development purposes;
basic procedures for meetings of the Board and its committees (if any) including frequency, agenda, minutes and discussions of management issues among non-executive directors;
ethical standards and values (in a detailed code of corporate conduct which is to be reviewed periodically). The Directors are to be informed of any and all breaches of the code of conduct;
dealings in securities (in a detailed code for securities transactions designed to ensure fair and transparent trading by Directors, senior management and their associates); and
communication and disclosure to shareholders and the market.

Any breach of the Board Charter and/or the Code of Conduct is communicated to the Company Secretary who must immediately notify the Board of the particulars of any breach.

IRIS Metals Limited - Prospectus

7.6 INDEPENDENT PROFESSIONAL ADVICE

Under the Board Charter, subject to approval from the Chair, each Director has the right to seek independent legal or other professional advice at the Company’s expense on all matters necessary for that Director to make fully informed and independent decisions to discharge his or her responsibilities.

7.7 REMUNERATION ARRANGEMENTS

The total maximum remuneration of non-executive Directors is determined by ordinary resolution of shareholders in a general meeting in accordance with the Constitution, the Corporations Act and the ASX Listing Rules (as applicable). The determination of non-executive Directors’ remuneration within that maximum will be made by the Board having regard to the input and value to the Company of the respective contributions of each non-executive Director.

The aggregate remuneration for non-executive Directors is currently set at $250,000.

7.8 TRADING POLICY

The Board has adopted a securities trading policy that sets out the guidelines on the sale and purchase of securities in the Company by its key management personnel. The policy generally provides that written approval must be obtained from the Chair to trade in the securities of the Company or, if the Chair is the person seeking such approval to trade, the other Director(s) of the Company.

The policy also includes various “closed periods” where trading in the securities of the Company is restricted. The Board may determine additional closed periods at its discretion. The policy is available on the website of the Company at www.irismetals.com.au/governance.

7.9 EXTERNAL AUDIT

The Shareholders in annual general meetings are responsible for the ongoing appointment of the external auditors of the Company, and the Board will from time to time review the scope, performance and fees of those external auditors. Any auditor appointed by the Board to fill a casual vacancy in the office of auditor will only hold office until the next annual general meeting of the Company at which point the election of the auditor will be put to shareholders for approval.

7.10 AUDIT AND RISK COMMITTEE

Having regard to its current and proposed business structure, financial capacity and objectives, the Company does not currently have, and does not propose appointing, an Audit and Risk Committee.

Until such time as the Audit and Risk Committee is established, the Board will undertake the functions of the Audit and Risk Committee in accordance with the terms of the Audit and Risk Committee Charter with adaptions as necessary and appropriate.

Where possible, the Audit and Risk Committee will consist of at least three non-executive Directors, a majority of whom are independent Directors and such other members so that the overall Audit and Risk Committee comprises:

(a) at least one member who understands the industry in which the Company operates; and
(b) members who can read and understand financial statements and are otherwise financially literate.

The Board may appoint one member of senior executive management to be a member of the Audit and Risk Committee if it is deemed their expertise is crucial in adding value to the Audit and Risk Committee.

The responsibilities of the Audit and Risk Committee (or, in their absence, the Board) include, amongst other matters:

to review the audited annual, half year and periodic financial statements and any reports which accompany published financial statements to ensure compliance with applicable standards;
to review the evaluation by management of factors related to the independence of the Company’s public accountant and to assist them in the preservation of such independence;
to oversee management’s appointment of the company’s public accountant;
advising the Board in relation to risk oversight and management policies;

IRIS Metals Limited - Prospectus

advising and providing recommendations to the Board regarding establishment, implementation and review of risk management systems, Company policies and the Company risk profile to ensure the risk management framework of the Company continues to be sound and that the Company is operating with due regard to the risk appetite set by the Board;
ensuring senior management have in place effective systems which identify, assess, monitor and manage risk in the Company in all areas and assessing the effectiveness of such systems;
reviewing the performance and effectiveness of external auditors and, of any, internal auditors;
monitoring and reviewing the propriety of related party transactions;
recommending to the Board the appointment and removal where necessary of external auditors and approving their remuneration and terms of engagement; and
ensuring the integrity and quality of the financial information of the Company, including the financial information provided to ASIC, ASX and shareholders.

Meetings will be held as often as required to enable to Audit and Risk Committee to undertake its role effectively. The Audit and Risk Committee may conduct investigations where appropriate to fulfil its functions and if considered necessary, including engaging independent experts or advisors.

Before the Company approves financial statements for a financial period (being a period within which the Company must report on its financial performance in accordance with its disclosure obligations), the Managing Director/CEO and CFO (or, if none, the person(s) fulfilling those functions) must provide a declaration that, in their opinion, the financial records of the Company have been properly maintained and that the financial statements comply with appropriate accounting standards and give a true and fair view of the financial position and performance of the Company and that the opinion of the Managing Director/CEO and the CFO (or, if none, the person(s) fulfilling those functions) has been formed on the basis of a sound system of governance, risk management and internal controls (the formulation of which are provided for in this Charter) which is operating effectively.

Periodic financial or other reports released in or for a particular financial period which are not audited or reviewed by the external auditor are to be peer-reviewed internally and signed off on by the CFO and the Board prior to release (including release as an announcement to ASX, as applicable).

7.11 REMUNERATION AND NOMINATION COMMITTEE

Having regard to its current and proposed business structure, financial capacity and objectives, the Company does not currently have a Remuneration and Nomination Committee.

Until such time as the Remuneration and Nomination Committee is established, the Board will undertake the functions of the Remuneration and Nomination Committee in accordance with the terms of the Remuneration and Nomination Committee Charter with adaptions as necessary and appropriate.

Where possible, the Remuneration and Nomination Committee will be composed of not less than three members with a majority of independent Directors. Directors shall be appointed for a term of three years or such shorter period as they remain in office as a Director of the Company (excluding retirement by rotation in accordance with the Constitution and/or ASX Listing Rules).

The purpose of the Remuneration and Nomination Committee is to review and report on remuneration and related policies and practices and make recommendations to the Board about the appointment of new Directors and senior management of the Company.

The responsibilities of the Remuneration and Nomination Committee (or, in their absence, the Board) include, amongst other matters:

reviewing and evaluation of market practices and trends on remuneration matters and apply them to the circumstances of the Company;
making recommendations about the Company’s remuneration policies and procedures including in respect of the remuneration of senior management and the non-executive Director fee pool;
reviewing and making recommendations to the Board with respect to the equity based and financial incentive schemes of the Company;

IRIS Metals Limited - Prospectus

oversight of the performance of individual senior management and non-executive Directors, committees of the Board and the Board generally;
identifying and recommending new appointees to the Board based on their skills, competencies and experience and assessing how candidates for the Board may contribute to the strategic direction of the Company;
developing and implementing appropriate training and development programs;
developing and reviewing a policy on Board structure including criteria for Board membership;
identifying and screening specific candidates for nomination, including implementation of a procedure for undertaking appropriate background checks and ensuring that there is an appropriate Board succession plan in place (where applicable);
reviewing the policy of the Company with respect to tenure, remuneration and retirement of Directors, including overseeing management succession planning; and
reviewing the Company’s reporting and disclosure practices in relation to the remuneration of Directors and senior executives.

7.12 DIVERSITY POLICY

The Board has adopted a diversity policy which provides a framework for the Company to achieve, amongst other things, a diverse and skilled workforce, a workplace culture characterised by inclusive practices and behaviours for the benefit of all staff, improved employment and career development opportunities for women and a work environment that values and utilises contributions of employees with diverse backgrounds, experiences and perspectives.

The Board will endeavour where practicable to set measurable objectives for achieving gender diversity and will report on the progress of the Company in achieving such objectives within each reporting period. The Board may, having regard to the size and scale of the operations of the Company, determine not to set measurable objectives for achieving gender diversity in any given reporting period. The Company will disclose if it has not set measurable objectives in a particular reporting period in accordance with its continuous disclosure obligations under the ASX Listing Rules.

7.13 WHISTLEBLOWER POLICY

The Company has a Whistleblower Policy which encourages employees and others involved with the Company to report suspected or known instances of eligible or unethical conduct. The Whistleblower Policy establishes the mechanisms and procedures for the reporting of illegal or unethical conduct in a manner which protects the whistleblower and identifies the necessary information to investigate such reports and act appropriately to investigate such reports in accordance with whistleblower regulations.

7.14 ANTI-BRIBERY AND CORRUPTION POLICY

The Company has an Anti-Bribery and Corruption Policy for Directors, employees and contractors of the Company. It provides a summary of the law on bribery and corruption, outlines the circumstances in which it is unacceptable to receive and give gifts, entertainment and hospitality and provides a reporting mechanism for allegations of bribery and corruption.

The policy prohibits facilitation payments, secret commissions, money laundering. The policy also prohibits political and charitable donations without the authorisation of the Board.

IRIS Metals Limited - Prospectus

7.15 DEPARTURES FROM RECOMMENDATIONS

As noted above, the Company seeks to adopt the Recommendations with respect to its corporate governance. Where the Company does not comply with a Recommendation it must identify the extent of the non-compliance and provide an explanation for the departure from the Recommendation.

The Company’s departures from the Recommendations as at the date of this Prospectus are detailed in the table below:

PRINCIPLE OR RECOMMENDATION	EXPLANATION
1.5 Diversity The Company partially complies with this recommendation. The Company has adopted a Diversity Policy that provides a framework for the Company to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the progress of the Company in achieving them. The Diversity Policy is available on the website of the Company. The Company has not set measurable gender diversity objectives at this time. This is due to the current size and scale of the Company and its operations not, in the view of the Board, being sufficient to warrant the Company engaging further personnel at this time. If it becomes necessary for the Company to engage further personnel in the future, the Board considers that the application of a measurable diversity objective may, given the small size of the Company and the Board and senior management, unduly limit the Company from applying the Diversity Policy as a whole and the policy of the Company of appointing personnel based on skills and merit.
2.4 Independent Directors The Company does not comply with this recommendation. As at the date of the Prospectus, half of the Directors of the Company are considered to be independent Directors, being Christopher Alan David Connell and Simon Richard Lill. Given the size and scale of the Company and operations, the Board does not consider it necessary to appoint further independent Directors at this time however the Board and senior management will periodically review this position. A detailed corporate governance statement as at 14 July 2021 is contained on the website of the Company at www.irismetals.com.au/governance. A further corporate governance statement will be released by the Company in accordance with its continuous disclosure obligations under the ASX Listing Rules.

PRINCIPLE OR
RECOMMENDATION

EXPLANATION

1.5 Diversity
The Company partially complies with this recommendation.
The Company has adopted a Diversity Policy that provides a framework for the Company to
set measurable objectives for achieving gender diversity and to assess annually both the
objectives and the progress of the Company in achieving them. The Diversity Policy is
available on the website of the Company.
The Company has not set measurable gender diversity objectives at this time. This is due to
the current size and scale of the Company and its operations not, in the view of the Board,
being sufficient to warrant the Company engaging further personnel at this time.
If it becomes necessary for the Company to engage further personnel in the future, the
Board considers that the application of a measurable diversity objective may, given the small
size of the Company and the Board and senior management, unduly limit the Company from
applying the Diversity Policy as a whole and the policy of the Company of appointing
personnel based on skills and merit.

2.4 Independent Directors
The Company does not comply with this recommendation.
As at the date of the Prospectus, half of the Directors of the Company are considered to be
independent Directors, being Christopher Alan David Connell and Simon Richard Lill. Given
the size and scale of the Company and operations, the Board does not consider it necessary
to appoint further independent Directors at this time however the Board and senior
management will periodically review this position.
A detailed corporate governance statement as at 14 July 2021 is contained on the website
of the Company at www.irismetals.com.au/governance. A further corporate governance
statement will be released by the Company in accordance with its continuous disclosure
obligations under the ASX Listing Rules.

IRIS Metals Limited - Prospectus

8 DETAILS OF THE OFFER

8.1 THE EQUITY OFFER

This Prospectus invites investors to apply for between 30,000,000 and 35,000,000 Shares at an issue price of $0.20 per Share to raise between $6 million and $7 million before costs.

The Equity Offer is a general offer to all eligible investors. If the Company receives valid applications for Shares in excess of the Maximum Subscription of $7 million it may scale back applications at its discretion.

Details of how to apply for Shares under the Equity Offer are set out in Section 9.1.

8.2 VENDOR OFFER

This Prospectus contains an offer of up to 400,000 New Shares as part consideration for the acquisition of a portion of the rights and interests comprising the Projects. New Shares under the Vendor Offer may be issued as follows:

(i) 300,000 New Shares to be issued to vendors of P40/1489 (200,000 New Shares) and P40/1334 (100,000 New Shares) upon admission of IRIS Metals to the official list of ASX.
(ii) 100,000 New Shares to be issued to the vendor of P40/1334 if a drilling intercept is achieved of equal to or greater than 20 grams to the tonne over an interval of at least 1 metre on P40/1334.

The potential participants under the Vendor Offer are not related parties of the Company.

8.3 BROKER OPTION OFFER

This Prospectus contains an offer of between 2,500,000 and 4,000,000 New Options to the Lead Manager (and/or its nominee(s)) in connection with its role as the Lead Manager of the Equity Offer. Under the Lead Manager Mandate, the Lead Manager will receive a minimum of 2,500,000 New Options, and receives a further one option per dollar raised above $1.5 million to receive a maximum of 4,000,000 New Options. The issue of the New Options under the Broker Option Offer is subject to the Company raising not less than $6 million under the Equity Offer.

8.4 OFFICER OPTION OFFER

This Prospectus contains an offer of 1,250,000 New Options to Christopher Connell, a Director of the Company (and/or his nominee(s)) New Options are to be issued in connection with appointment of Christopher Connell as a Director.

8.5 CONDITIONS OF THE OFFERS

The Offers are conditional upon:

The Company receiving applications and application monies for the Minimum Subscription amount of $6 million (being 30,000,000 Shares) under the Offer; and
ASX giving its conditional approval for the admission of the Company to the Official List and quotation of the Shares issued to successful applicants.

If the conditions above are not met, the Offer will not proceed, no Shares will be issued pursuant to this Prospectus and application monies will be refunded to applicants in full (without interest) in accordance with the Corporations Act.

8.6 TERMS OF SECURITIES OFFERED

NEW SHARES

All New Shares issued pursuant to the Offer will be issued as fully paid ordinary shares and will rank equally in all respects with the Company’s ordinary shares already on issue.

The rights attaching to the New Shares are contained in the Company’s constitution – see Section 10.5(A).

NEW OPTIONS

New Options under the Broker Option Offer and Officer Option Offer each have an exercise price of $0.30, expire three years from issue and, upon exercise, entitle the holder to one Share. The full terms of New Options are set out in Section 10.5(B).

IRIS Metals Limited - Prospectus

8.7 PURPOSE OF THIS PROSPECTUS AND THE OFFERS

The purposes of this Prospectus and the Offers are to facilitate the Company achieving Listing.

The purposes of the Equity Offer is to raise funds to be applied as set out in Section 8.8. The Equity Offer has the ancillary purpose of raising funds such that the Company can meet the net tangible assets test under the ASX Listing Rules as part of seeking to meeting the admission requirements of ASX and achieve Listing.

The purpose of the Vendor Offer is to facilitate the issue of New Shares as part consideration for the acquisition of a portion of the rights forming the Projects. Further details are set out in Section 8.2.

The purpose of the Broker Option Offer is to facilitate the issue of New Options to the Lead Manager (and/or their nominee(s)) as a portion of the fees payable by the Company for the Lead Manager acting as the lead manager of the Equity Offer.

The purpose of the Officer Option Offer is to facilitate the issue of New Options to Christopher Connell (and/or his nominee(s)). New Options are to be issued in connection with appointment of Christopher Connell as a Director.

8.8 USE OF FUNDS

The Company’s intended use of funds raised under the Equity Offer and expenditure of the estimate of existing funds held at the lodgement date of this Prospectus in combination on its business objectives is set out in the tables below:

MAXIMUM SUBSCRIPTION

	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 (500m) $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 210,000m) $400,000 $800,000 $1,200,000
	Diamond Drilling (500m) $100,000 $100,000
	Assaying $120,000 $120,000 $240,000
	Total $795,000 $1,270,000 $2,065,000
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

IRIS Metals Limited - Prospectus

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 assuming the Maximum Subscription is received 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 (Refer table below) $721,000
Total Cash End of Year 2 $124,000

MINIMUM EXPENDITURE

	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 - 10,000m, year 2 - 10,000m) $200,000 $200,000 $400,000
	RC Drilling (year 1 - 7,500m, year 2 - 7,500m) $600,000 $600,000 $1,200,000
	Diamond Drilling (500m) - $100,000 $100,000
	Assaying $120,000 $120,000 $240,000
	Total $995,000 $1,070,000 $2,065,000
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 - 7,500m, year 2 - 7,500m) $150,000 $150,000 $300,000
	RC Drilling (year 1 - 5,000m, year 2 - 5,000m) $400,000 $400,000 $800,000
	Diamond Drilling (500m) - $100,000 $100,000
	Assaying $120,000 $120,000 $240,000
	Total $745,000 $820,000 $1,565,000
Administration	Audit costs, directors’ fees, ongoing listing fees, registry fees etc. $812,500 $812,000 $1,625,000
Aggregate Total	$1,807,500 $2,702,500 $5,255,000

IRIS Metals Limited - Prospectus

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 assuming the Minimum Subscription is received is set out below:

ACTIVITY	TOTAL
Cash at Bank $100,000
Equity Offer Funds $6,000,000
Aggregate Cash $6,100,000
Exploration Expenditure – Kookynie $2,065,000
Exploration Expenditure - Leonora $1,565,000
Administration (includes audit costs, directors fees, ongoing listing fees, registry fees etc.) $1,625,000
Costs of the Offer (Refer table below) $650,000
Total Cash End of Year 2 $195,000

The Directors believe that, following completion of the Offers, the Company will have enough working capital to carry out its stated objectives.

As noted in Section 3.2(F), the future capital requirements of the Company depend on numerous factors and the Company may require further financing in addition to amounts raised under the Offer. Any additional equity financing will dilute shareholdings. Debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations.

COSTS OF THE OFFERS

The total expenses of the Offers (including GST) are estimated to be approximately $650,000 and $720,000. A detailed breakdown of the costs of the Offers is set out below:

COST	MINIMUM SUBSCRIPTION ($6 MILLION)	MAXIMUM SUBSCRIPTION ($7 MILLION)
Broker Fees $396,000 $462,000
Legal Costs $88,000 $88,000
IAR and Audit $18,000 $18,000
Accounting and Registry $22,000 $22,000
Independent Technical Assessment Report $33,000 $33,000
Tenement Report $16,500 $16,500
ASX and ASIC $60,000 $65,000
Miscellaneous (including design, travel, printing etc.) $16,500 $16,500
Total $650,000 $721,000

IRIS Metals Limited - Prospectus

8.9 CAPITAL STRUCTURE

The expected capital structure of the Company following completion of the Offers is summarised below:

The anticipated share capital of the Company following completion of the Offer is set out below:

	NUMBER	% OF TOTAL1
Existing Shares	51,950,000	59.47%
New Shares under the Equity Offer	35,000,000	40.07%
New Shares under the Vendor Offer2	400,000	0.46%
Total	87,350,000	100%

Notes to table:

1. All percentages are subject to rounding.

2. The New Shares under the Vendor Offer comprise the following:

(i) 300,000 New Shares to be issued to vendors of P40/1489 (200,000 New Shares) and P40/1334 (100,000 New Shares) upon admission of IRIS Metals to the official list of ASX.
(ii) 100,000 New Shares to be issued to the vendor of P40/1334 if a drilling intercept is achieved of equal to or greater than 20 grams to the tonne over an interval of at least 1 metre on P40/1334.

The Company makes no guarantee that a certain number of New Shares will be issued under the Vendor Offer. If less than the maximum number of New Shares are issued under the Vendor Offer then the percentage ownership of investors in the Equity Offer will marginally increase.

At Listing, the Company’s free float will be not less than 20%. The Company confirms that the issue price for all securities for which it seeks quotation is at least $0.20 cash.

OPTIONS

The proposed options of the Company following completion of the Offer are set out below:

NUMBER OF NEW OPTIONS EXERCISE PRICE EXPIRY DATE Broker Option Offer1 2,500,000 – 4,000,000 $0.30 3 years from issue	NUMBER OF NEW OPTIONS	EXERCISE PRICE	EXPIRY DATE
Officer Option Offer 1,250,000 $0.30 3 years from issue
Total New Options 3,750,000 – 5,250,000

Note to table:

1. Under the Lead Manager Mandate, the Lead Manager will receive a minimum of 2,500,000 New Options, and receives a further one option per dollar raised directly from its clients above $1.5 million to receive a maximum of 4,000,000 New Options.

The Company does not propose having any other convertible securities on issue at Listing. The Company confirms that the exercise price of all options for each underlying security is at least $0.20 cash.

8.10 SUBSCRIPTION

The Offer is seeking to raise between $6 million and $7 million before costs. No Shares will be issued pursuant to the Offer unless applications for $6 million are received and the Shares are admitted to Official Quotation (Listed) by ASX. If $6 million is not reached before the expiration of four months after the date of this Prospectus, or if the Shares are not admitted to Official Quotation before the expiration of three months after the date of issue of this Prospectus (or, in each case, any longer period as ASIC and ASX may permit), the Company will not issue any securities under this Prospectus and will repay all application monies for the Shares within the time prescribed by the Corporations Act, without interest.

IRIS Metals Limited - Prospectus

9 HOW TO APPLY FOR SHARES

9.1 APPLYING UNDER THE EQUITY OFFER

Applications for New Shares under the Equity Offer must be made by returning an application form attached to or accompanying this Prospectus to the Share Registry, together with payment of the application amount, prior to the Closing Date.

Further details in respect of each method of applying for New Shares under the Equity Offer are set out below.

Applications for New Shares under the Equity Offer must be for a minimum of 10,000 Shares ($2,000) and thereafter in multiples of 5,000 New Shares ($1,000). Payment for New Shares must be made in full at the issue price of $0.20 per Share. The allocation of New Shares will be determined by the Company at its discretion.

Applications under the New Offer may be made, and will only be accepted, in one of the following forms:

on the Equity Offer application form attached to or accompanying this Prospectus; or
on a paper copy of the relevant electronic Equity Offer application form which accompanied an electronic version of this Prospectus, which can be found at and downloaded from the Company website (www.irismetals.com/prospectus).

Instructions for completion and lodging the Equity Offer application form and paying the application amount are set out in the Offer application form. Unless you have made arrangements with your broker, the completed Offer application form and payment should be sent to:

GPO BOX 5193 Sydney NSW 2001

For hand-delivered applications (please do not use this address for mailing purposes), deliver to:

Level 5, 126 Philip St Sydney NSW 2000

Payments are to be made in Australian currency by a cheque drawn on an Australian branch of an Australian bank. Do not send cash. Applications under the Offer can only be made by BPAY or electronic funds transfer (EFT) by prior arrangement in accordance with the instructions in the Equity Offer application form. Allow time for requests to be received and responded to, and for transfers or payments to be processed.

ACCEPTANCE OF THE EQUITY OFFER GENERALLY

It is your responsibility to ensure that application and acceptance forms and payments are mailed in time to allow for delivery before the closing date. It is also your responsibility to ensure sufficient funds are available upon presentation of cheques. If returning your acceptance or application to your broker please allow sufficient time for your broker to receive and process your acceptance, application or bid.

The Company and the Share Registry take no responsibility for lost or delayed mail, or misprocessed acceptances and payments, or errors or delays by brokers. The Company may, but is not obliged to, accept late applications and acceptances.

To the extent permitted by law, an acceptance or application under the Equity Offer is irrevocable. If the amount received as application monies is less than the amount payable for the New Shares accepted or applied for, the Company may (but is not obliged to) treat the acceptance or application as being for the number of New Shares represented by the amount received and issue few New Shares than were applied for. The Company may correct or fill in an application or acceptance form and/or treat as valid and give effect to an application or acceptance form notwithstanding any error or that an information is incomplete.

The Company may reject or not accept an application in part or in whole or to allocate a fewer number of New Shares than applied for. If acceptances in excess of $7 million are received, the Board reserves the right not to accept (in whole or in part) or to scale back applications at its discretion. If an application is rejected or not accepted in whole or in part or is scaled back, the relevant amount will be refunded to the applicant as soon as practicable after completion of the Equity Offer without interest.

There is no guarantee that applicants will receive any number of Shares applied for. Where the number of Shares allotted is fewer than the number applied for, surplus application monies will be refunded to the applicant without interest.

IRIS Metals Limited - Prospectus

There is no maximum number of New Shares that may be applied for under the Equity Offer, provided an applicant alone or with its associates (as that term is defined in the Corporations Act) must not acquire an interest in more than 20% of the issued voting shares of the Company unless permitted by the Corporations Act without further action by the Company.

By making an application, you declare that you were given access to a copy of this Prospectus together with the applicable application form. The Corporations Act prohibits any person from passing an application form to another person unless it is attached to, or accompanied by, a hard copy of this Prospectus or the complete and unaltered electronic version of this Prospectus.

9.2 APPLYING UNDER THE VENDOR OFFER

The Vendor Offer is only made to and capable of acceptance by the relevant vendors of the portion of the rights forming the Projects for which the New Shares under the Vendor Offer are part consideration. The Company will provide each relevant vendor a personalised application form which will accompany a copy of this Prospectus under which the relevant Vendor can apply for New Shares under the Vendor Offer.

9.3 APPLYING UNDER THE BROKER OPTION OFFER

The Broker Option Offer is only made to and capable of acceptance by the Lead Manager (and/or its nominee(s)). The Company will provide the Lead Manager and/or its nominee(s) with a personalised application form under which it/they will be able to apply for New Options under the Broker Option Offer.

9.4 APPLYING UNDER THE OFFICER OPTION OFFER

The Officer Option Offer is only made to and capable of acceptance by Christopher Connell (and/or his nominee(s)). The Company will provide Christopher Connell and/or his nominee(s) with a personalised application form under which he/they will be able to apply for New Options under the Officer Option Offer.

9.5 ASX LISTING AND ESCROW PROVISIONS

An application will be made to ASX not later than seven days after the date of this Prospectus for the Company to be admitted to the Official List of ASX and for official quotation of shares.

Acceptance of the application by ASX is not a representation by ASX about the merits of the Company or the Shares. Neither ASIC or ASX nor any of their respective officers, taken any responsibility for the content of this Prospectus or the merits of the investment to which this Prospectus relates.

Official quotation of Shares, if granted, commences as soon as practicable after the issue of the initial holding statements to successful applicants. It is expected that trading of the Shares on ASX will commence on or about 10 September 2021.

If the Shares are not admitted to Official Quotation by ASX before the expiration of three months after the date of issue of this Prospectus, or such period as varied by ASIC, the Company will not issue any Shares and will repay all application monies for the Shares within the time prescribed under the Corporations Act, without interest.

New Shares under the Equity Offer are not anticipated to be subject to escrow.
All New Shares under the Vendor Offer are anticipated to be subject to escrow for 12 months from issue.
All New Options under the Broker Option Offer are anticipated to be subject to escrow for 24 months from Listing.
All New Options under the Officer Option Offer are anticipated to be subject to escrow for 24 months from Listing.
A portion of existing Shares are anticipated to be subject to escrow for between 12 months from issue and 24 months from Listing.

Details of restriction obligations will be announced by ASX as part of the pre-listing disclosure.

IRIS Metals Limited - Prospectus

9.6 ISSUANCE OF NEW SHARES

Subject to the conditions of the Offer being satisfied and the Offer not being withdrawn, allotment of the New Shares offered under this Prospectus will take place as soon as practicable after the Closing Date. The Company reserves the right not to proceed with all or part of the Offer at any time before the issue of Shares to applicants. If the Offer does not proceed, all application amounts will be refunded to the applicants without interest.

9.7 OFFER NOT UNDERWRITTEN

The Offer is not underwritten.

9.8 COMMISSIONS PAYABLE

No brokerage, commission or stamp duty is payable by applicants on acquisition of New Shares under the Offers. As set out in the costs of the Offers in Section 10.8 the Company has agreed to pay a fee of 6% on up to the full $7 million of funds to be raised under the Equity Offer, other than up to $2 million of the funds raised directly by the Company under a Chairman’s List where the Company has agreed to pay a fee of 1% (refer Section 10.3(D)).

9.9 CHESS

The Company will agree to participate in the Clearing House Electronic Sub-Register System (“CHESS”). ASX Settlement Pty Ltd, a wholly owned subsidiary of ASX, operates CHESS. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company.

Electronic sub-registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with holding statements (similar to a bank account statement) that set out the number of Shares issued to them under this Prospectus. The holding statements will also advise holders of their Holder Identification Number (if the holder is broker sponsored) or Security Holder Reference Number (if the holder is issuer sponsored) and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Electronic sub-registers also mean ownership of shares or options can be transferred without having to rely upon paper documentation. Further, monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month. Security holders may request a holding statement at any other time however a charge may be made for such additional statements.

9.10 TAXATION CONSIDERATIONS

The taxation consequences of an investment in the Company depends upon an investor’s particular circumstances. Investors should make their own enquiries about the taxation consequences of investment in the Company. If you are in doubt as to the course you should follow you should consult your accountant, stockbroker, lawyer or other professional advisor.

9.11 FOREIGN INVESTORS

This Prospectus does not, and is not intended to, constitute an offer in any place or jurisdiction, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities law.

No action has been taken to register or qualify the Shares or otherwise permit a public offering of the Shares the subject of this Prospectus in any jurisdiction outside Australia. Applicants who are resident in countries other than Australia should consult their professional advisors as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed.

If you are outside Australia it is your responsibility to obtain all necessary approvals for the Company to allot and issue the Shares to you pursuant to this Prospectus. The return of a completed application or acceptance form will be taken by the Company to constitute a representation and warranty by you that you are a person whom the Company’s securities can be offered and issued lawfully, that all relevant laws have been complied with and that all relevant approvals have been obtained.

This Prospectus has not been registered, filed with or approved by any New Zealand regulatory authority under or in accordance with the Securities Act 1978 (New Zealand). The Shares are not being offered or sold in New Zealand or allotted with a view to being offered for sale in New Zealand, and no person in New Zealand may accept a placement of Shares unless otherwise permitted by law.

IRIS Metals Limited - Prospectus

10 ADDITIONAL INFORMATION

10.1 COMPANY REGISTRATION AND REGISTERED OFFICE

The Company was registered in Victoria on 23 December 2020. Its registered office is located at Level 6, 400 Collins Street, Melbourne, Victoria, 3000.

10.2 CORPORATE STRUCTURE

The following diagram represents the corporate structure of the group is set out below:

==> picture [209 x 113] intentionally omitted <==

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IRIS Metals Limited
100% owns
Lofasz Pty Ltd
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Lofasz is an Australian proprietary company that holds some of the interests forming the Projects as a wholly owned subsidiary of the Company.

All other acquisitions relate to acquisitions of the interests forming some of the Projects by the Company rather than being by way of the acquisition of the corporate entities holding such interests.

10.3 MATERIAL CONTRACTS

Set out below is a summary of the material contracts entered into by the Company:

(A) TENEMENT ACQUISITION CONTRACTS

Summaries of the material contracts under which the Company has acquired of the tenement interests forming the Projects are set out below. The sale and purchase of the tenements has completed for each of the material contracts summarised below. Unless otherwise specified, terms defined below as part of the material contract summary are defined for the purposes of that material contract summary only and are not definitions that apply elsewhere in this Prospectus.

In these material contract summaries, ‘ Alluvial Rights ’ means the right to fossick, prospect and mine for alluvial and elluvial gold on the relevant tenement by using a metal detector, handheld implement, mechanised equipment and/or an alluvial plant being confined to surface soils and recent alluvials within 1 metre (except where specified otherwise), down from the surface and not contained in hard rock or primary bed rock.

CREW, BHASIN AND LEGENDRE SALE AND PURCHASE AGREEMENTS

The Company has entered into sale and purchase agreements in relation to tenements forming part of the Leonora Project. Details of the tenements and the third party vendors are described below:

Ross Crew for P37/8686 and P37/8936;
Ross Crew and Neelesh Bhasin for P37/9374, P37/9385, P37/9386, P37/9387, P37/9388, P37/9389, P37/9390 and P37/9391.
Ross Crew and Bruce Legendre for P37/9351, P37/9352, P37/9353, P37/9354, P37/9355, P37/9356 and P37/9357; and
Ross Crew and Christopher Crew for P37/9033, P37/9034 and P37/9035

The aggregate consideration for the acquisition of the above tenements comprised:

$25,000 in cash, which has been paid, and 3,500,000 Shares, which have been issued.
$75,000 in cash, to be paid upon the Company being admitted to the official list of the ASX.

IRIS Metals Limited - Prospectus

The Company also granted the vendors a royalty of 0.75% of the gross proceeds received by the Company or applied to its benefit from the sale or other disposal of ore, minerals or product extracted from the relevant tenements (or any one or more of them).

If the Company has not been admitted to the official list of ASX by 31 December 2021 (or such later date as agreed), the Company must immediately transfer back the tenements and related information to the vendors for nominal consideration and the vendors must sell to the Company (by way of selective buy-back, subject to necessary approvals) the shares issued to the vendors under the sale and purchase agreements, such sale to be for nominal consideration.

Each sale and purchase agreement contained the following common terms:

The Company is responsible for payment of duty and lodgement of tenement transfer forms.
The Company is liable to fully rehabilitate the areas of the tenements disturbed after its acquisition of the tenements. The Company indemnifies the original owners against any loss, expense or liability arising from any such rehabilitation obligations.
An indemnity from the Company, indemnifying the original owners against all costs, liabilities, expenses and actions regarding directions and instructions given by the Company.
The Company granting the vendors access rights to exercise Alluvial Rights.
Warranties and indemnities from the original owners and the Company typical to similar agreements, noting however that the vendors gave no warranties regarding the existence of native title or cultural heritage claims.
Provisions typical for agreements of this kind, including in relation to GST and governing law (WA).

KOOKYNIE SALE AND PURCHASE AGREEMENTS - GENERAL

The Company entered into eight binding sale and purchase agreements to acquire 100% of eight separate and distinct prospecting licences forming part of its Kookynie Project for aggregate consideration of $112,500 in cash (which has been paid).

The respective tenements and respective vendors of each were: P40/1419 (Adam John Cumming), P40/1386 (Benjamin Jack White), P40/1505 (Duane Daniel Briggs), P40/1400 (Kim Edwin Pritchard), P40/1379 (Fairplay Pty Ltd), P40/1448 (Robert Tate), P40/1391 (Mark John Hannam) and P40/1463 (Scott Archer).

Each vendor warranted there were no mortgages, caveats, securities or royalties on their tenement.

In addition, Lofasz (being a wholly owned subsidiary of the Company) entered into a separate sale and purchase agreement with Fairplay to acquire all interests, rights and title in tenement P40/1420, which forms part of the Kookynie Project, for aggregate consideration of $17,500 in cash (which has been paid).

CHITTLEBOROUGH AND GRINHAM SALE AND PURCHASE AGREEMENT

The Company entered into a sale and purchase agreement with Graham John Chittleborough ( Chittleborough ) and Gaye Leonie Grinham to acquire all interests, rights and title in tenements E40/348, P40/1385, P40/1413, P40/1509, M40/336, E40/270, P40/1471 and P40/1494, which form part of the Kookynie Project, for aggregate consideration of $200,000 (which has been paid).

Further terms of this sale and purchase agreement are set out below:

The Company granted the vendors Alluvial Rights in the purchased tenements E40/348, P40/1385, P40/1413, P40/1509 and M40/336.
The Company (or Lofasz) further granted the vendors Alluvial Rights in the following tenements: P40/1386, P40/1391, P40/1400, P40/1419, P40/1420, P40/1463 and P40/1505.
Following completion and until 31 March 2024, the Company grants Chittleborough (subject to the directions and instructions of the Company and applicable law) access to M40/336 for the sole purposes of use as camping ground and for Alluvial Rights described above.
The sale and transfer of P40/1509 takes effect from 30 October 2021. Until the transfer is effected Chittleborough shall keep P40/1509 in good standing ensure all works are completed in line with DMP WA rules and regulations and will not put the tenement at risk of forfeiture.
The agreement otherwise contains terms typical of similar arrangements, including the vendors being responsible for rehabilitation works and warranties from the vendors that they are the sole owners of the tenements and that there are no encumbrances on the tenements.

IRIS Metals Limited - Prospectus

JONES SALE AND PURCHASE AGREEMENT

The Company entered into a sale and purchase agreement with Jamie Douglas Jones (Jones) dated 3 to acquire all interests, rights and title in tenement P40/1334, which forms part of the Kookynie Project. In consideration for the acquisition of P40/1334, the Company has agreed to:

Pay Jones $70,000 in cash as upfront consideration for the acquisition of P40/1334. This amount has been paid;
Pay Jones $30,000 in cash upon and subject to the successful conversion of P40/1334 to a mining licence;
Issue Jones 100,000 New Shares upon and subject to successful completion of the IPO; and
Issue Jones 100,000 Shares upon and subject to achievement of a drilling intercept of equal to or greater than 20 grams to the tonne over an interval of at least 1 meter on P40/1334.

If the Company is not Listed by 31 December 2021 it shall return P40/1334 to Jones.

Further terms of the sale and purchase agreement are set out below:

The Company is to incur minimum expenditure of $250,000 to P40/1334 before 16 June 2022.
The Company grants Jones Alluvial Rights in respect of the top 1 meter of the tenement. If P40/1334 is converted to a mining licence with other tenements, the Alluvial Rights granted to Jones continue to only apply to the tenement area of P40/1334.
Jones retains the existing infrastructure, machinery, plant and equipment on the tenement area (the Company is not liable for any damage to or theft of same).
Jones retains the rights to process the existing mullock heap on the tenement, at his own cost and subject to P40/1334 being successfully converted to a mining licence.
The agreement otherwise contains terms typical of similar arrangements, including Jones being responsible for rehabilitation works, and warranties from Jones that they are the sole owner of the tenements and that there are no encumbrances on the tenements.

LORENTZ SALE AND PURCHASE AGREEMENT

The Company entered into a sale and purchase agreement with Wolfgang Michael Lorentz ( Lorentz ) to acquire all interests, rights and title in tenements P37/8657, P37/8696, P37/8720, P37/9373, P37/9159, P37/8812, which form part of the Leonora Project, for aggregate consideration of $30,000 (which has been paid). Lorentz retains Alluvial Rights on the tenements, within 2 metres down from the surface and not contained in hard rock or primary bed rock.

The agreement otherwise contains terms typical of similar arrangements, including Lorentz being responsible for rehabilitation works and warranties from Lorentz that they are the sole owner of the tenements and that there are no encumbrances on the tenements.

MALATESTA SALE AND PURCHASE AGREEMENT

The Company entered into a sale and purchase agreement with Nathan Kim Malatesta ( Malatesta ) to acquire all interests, rights and title in tenements P40/1383 and P40/1384, which form part of the Kookynie Project, for aggregate consideration of $11,500 (which has been paid).

Malatesta retains Alluvial Rights on the tenements, within 2 metres down from the surface and not contained in hard rock or primary bed rock. Malatesta also retains certain property on the tenement area (the Company is not liable for any damage to or theft of same).

The agreement otherwise contains terms typical of similar arrangements, including Malatesta being responsible for rehabilitation works and warranties from Malatesta that they are the sole owner of the tenements and that there are no encumbrances on the tenements.

STEPHEN PRITCHARD SALE AND PURCHASE AGREEMENT

The Company entered into a sale and purchase agreement with Stephen John Pritchard (Pritchard) to acquire all interests, rights and title in P40/1333, which forms part of the Kookynie Project, for consideration of $30,000 (which has been paid). Pritchard retains the existing infrastructure and certain property on the tenement area (the Company is not liable for any damage to or theft of same). Pritchard also retains the right to use the existing water on the tenement (subject to applicable law).

The agreement otherwise contains terms typical of similar arrangements, including Pritchard being responsible for rehabilitation works and warranties from Pritchard that they are the sole owner of the tenements and that there are no encumbrances on the tenements.

IRIS Metals Limited - Prospectus

KJAZZ SALE AND PURCHASE DEED

The Company entered into a sale and purchase deed with KJAZZ Pty Ltd ( KJAZZ ) to purchase tenements P37/8980, P37/8983, P37/8984, P37/8987, P37/8981, P37/8982, P37/8985 and P37/8986, which form part of the Leonora Project, for aggregate consideration of $50,000 (which has been paid). The Company has also granted KJAZZ a royalty of 0.75% of the gross proceeds received by the Company or applied to its benefit from the sale or other disposal of ore, minerals or product extracted from the relevant tenements (or any one or more of them).

Further terms of the sale and purchase agreement are set out below:

The Company agrees to be bound by the access agreement between KJAZZ and Niwest Limited in respect of P37/8984 and P39/8987, which encroach on a tenement that is held by Niwest Limited.
The Company grants KJAZZ Alluvial Rights in respect of the tenements.
The Company is liable to fully rehabilitate the areas of the tenements disturbed after its acquisition of the tenements. The Company indemnifies the original owners against any loss, expense or liability arising from any such rehabilitation obligations. KJAZZ remains responsible for environmental rehabilitation obligations for areas it disturbs.
KJAZZ immediately giving notice to the Company if it receives any communication relating to the tenements, or any claims in respect of native title or Aboriginal heritage. KJAZZ makes no warranties regarding existence of native title or cultural heritage claims.
Warranties from KJAZZ, including that it holds all the rights to the tenements and all required payments and works in connection with the tenements have been undertaken.
Mutual contractual promises from each party that they have power to enter into and perform their obligations under the sale and purchase agreements, they are solvent and that the sale and purchase agreement is binding and enforceable.
Other provisions that are typical for agreements of this kind, including the consequences of default, GST and the applicable governing law.

CURNOW, MOSES AND DIXON SALE AND PURCHASE AGREEMENT

The Company entered into a sale and purchase agreement with Ryan James Curnow, Kelly Anne Moses and Craig Dixon for the purchase P40/1489, which forms part of the Kookynie Project, for aggregate consideration of $70,000 (which has been paid) and 200,000 Shares upon the Company being admitted to the official list of the ASX. The Company also grants Craig Dixon Alluvial Rights within 2 metres down from the surface and not contained in hard rock or primary bed rock.

Further terms of the sale and purchase agreement are set out below:

The Company is liable to fully rehabilitate the areas of the tenements disturbed after its acquisition of the tenements. The Company indemnifies the original owners against any loss, expense or liability arising from any such rehabilitation obligations. The vendors remain responsible for environmental rehabilitation obligations for areas they disturb.
The vendors immediately giving notice to the Company if it receives any communication relating to the tenements, or any claims in respect of native title or Aboriginal heritage. The vendors makes no warranties regarding existence of native title or cultural heritage claims.
Warranties from the vendors, including that the hold all the rights to the tenements and all required payments and works in connection with the tenements have been undertaken.
Mutual contractual promises from each party that they have power to enter into and perform their obligations under the sale and purchase agreements, they are solvent and that the sale and purchase agreement is binding and enforceable.
Other provisions that are typical for agreements of this kind, including the consequences of default, GST and the applicable governing law.

IRIS Metals Limited - Prospectus

LOFASZ SHARE SALE AGREEMENT

The Company entered into a share sale agreement with Tal Paneth and Lofasz to acquire 100% of the issued share capital in Lofasz from Tal Paneth for aggregate consideration of 30,000,000 founding Shares. The acquisition has completed and the Company holds 100% of the issued capital of Lofasz.

Lofasz holds the following tenements: P40/1386, P40/1391, P40/1400, P40/1419, P40/1420, P40/1463, P40/1505, P37/9468, P37/9469, P37/9470, P37/9471, P37/9472, P37/9473 and P37/9474.

Further terms of the share sale agreement are set out below:

The Company agrees to be bound by the access agreement between Lofasz and Navigator Mining Pty Ltd in respect of P37/9474, which encroaches on a tenement that is held by Navigator Mining Pty Ltd.
Warranties from Tal Paneth such as warranties regarding his power, capacity and authorisation to enter into the Share Sale Agreement and carry out the transactions and that he is not in default of any material contract, loan agreement or security obligation;
Warranties from the Company it is validly incorporated, and has the required power and authorisations to enter into the Share Sale Agreement and carry out the transactions;
Other provisions typical for arrangements of this kind, including provisions for default (including breach of warranty), confidentiality and governing law.

(C) LEAD MANAGER AND FINANCIAL ADVISOR MANDATE – TAURUS CAPITAL GROUP PTY LTD

On 9 June 2021 the Company engaged Taurus Capital Group Pty Ltd (“Taurus”) to act exclusively as its Financial Advisor to the IPO and Lead Manager of the Offer pursuant to the terms of an Engagement Mandate (“Mandate”). The Mandate remains in effect until terminated by either Taurus or the Company.

In its capacity as Financial Advisor and Lead Manager, Taurus will provide various services which include overall project management of the IPO process (which includes co-ordinating with the Company’s other advisers and consultants), assisting in the drafting of documents (including providing commercial input into key transaction documents), assisting in the preparation of relevant marketing materials and introduce ASX Market Participant(s) for the Company’s proposed IPO to assist with raising capital to the IPO, facilitate DVP settlement of IPO funds and assist with the IPO Bookbuild process.

The Company grants Taurus the right of first refusal to be engaged as Lead Broker for mergers and acquisitions actions for a minimum period of 12 months following completion of the IPO.

In the event the Offer is successfully completed, in addition to out-of-pocket expenses, Taurus is to be paid a brokerage fee of 5% (except for those funds received from the investors on the “Chairman’s List” up to a maximum of $2,000,000) and an offer management fee of 1% (plus GST) of the total amount raised under the Offer.

The Company has agreed to issue 2,500,000 Brokers Options to Taurus with an exercise price of $0.30 expiring three years from the issue date. Additional Brokers Options (up to an aggregate maximum of 4,000,000 Broker Options) will be issued if Taurus raises more than $1,500,000 from its own clients (with 1 additional Broker Option issued for every dollar raised in excess of $1,500,000). In accordance with the valuation set out in Section 4.11, each Broker Option is attributed an estimated value of $0.15, up to a maximum aggregate value of $600,000 for the maximum of 4,000,000 Broker Options collectively.

Taurus is entitled to be reimbursed for all out of pocket expenses incurred in connection with performance of its role as Financial Advisor and/or Lead Manager. Taurus is also entitled to be reimbursed for all marketing, research and administration services incurred before Completion or termination of the Mandate.

Either party may terminate the Mandate with or without cause upon 1 months’ written notice being provided to the other party, Taurus will remain entitled to full payment of the Brokerage Fee for a period of 6 months from termination. Accrued rights and liabilities and any indemnity or liability provisions of the Mandate will survive termination.

The Company agrees to provide Taurus with such information it may require to complete its role pursuant to the Mandate, retain responsibility for the use of, and reliance upon, information provided to it by Taurus and that it shall notify Taurus upon the occurrence of an event that renders information provided by the Company to Taurus untrue, unfair or misleading.

The Mandate otherwise contains terms consistent with similar arrangements, including clauses relating to confidentiality, the provision of information from the Company to Taurus for the conduct of its role and the limitation of liability and indemnity in favour of Taurus.

IRIS Metals Limited - Prospectus

(D) EXECUTIVE DIRECTOR AGREEMENT – PETER MARKS

The Company has engaged Lampam Pty Ltd, an entity related to Peter Marks, under an executive services agreement dated 27 April 2021 which was agreed to be effective from 1 November 2020 (“Effective Date”) to assist the company to procure the management services of Mr Marks as an Executive Director.

Under the terms of engagement, Mr Marks is to provide executive services that promote the fulfilment of the Company’s objectives.

The Company will pay Lampam Pty Ltd a fixed fee of $12,500 plus a service fee the greater of 9.5% or the statutory minimum under the Superannuation Guarantee (Administration) Act 1992 (Cth) of the fixed fee per calendar month (“Fee”). The Fee shall accrue on and from the Effective Date and become due and payable upon and subject to admission of the Company to the Official List of the ASX.

Either the Company or Mr Marks may terminate his engagement on three months written notice. The Company may also terminate Mr Marks immediately on the giving of written notice in certain circumstances, including if he breaches his engagement agreement, is convicted of a criminal offence, is bankrupt or becomes incapacitated.

Mr Marks is entitled to hold external directorships and may provide consultancy services to other companies provided that the directorship or consultancy does not negatively impact the performance of his duties and obligations (in the reasonable opinion of the Board) or inhibit the ability of Mr Marks to perform his obligations on behalf of Lampam Pty Ltd under this Agreement and provided that any such engagements are carried out in a manner and at times which do not unduly interrupt the provision of the Services under this Agreement.

The agreement otherwise contains provisions that are typical of arrangement of this type, including restrictions on the disclosure and use of the confidential information, consequences of termination and the requirement for Lampam Pty Ltd to maintain an appropriate insurance policy, releases, and an indemnity in favour of the Company.

(E) EXECUTIVE DIRECTOR AGREEMENT – TAL PANETH

The Company has engaged Talpan 2 Pty Ltd, an entity related to Tal Paneth, under an executive services agreement dated 27 April 2021 which was agreed to be effective from 1 January 2021 (“Effective Date”) to assist the company to procure the management services of Mr Paneth as an Executive Director.

Under the terms of engagement, Mr Paneth is to provide executive services that promote the fulfilment of the Company’s objectives.

The Company will pay Talpan 2 Pty Ltd a fixed fee of $12,500 plus a service fee the greater of 9.5% or the statutory minimum under the Superannuation Guarantee (Administration) Act 1992 (Cth) of the fixed fee per calendar month (“Fee”). The Fee shall accrue on and from the Effective Date and become due and payable upon and subject to admission of the Company to the Official List of the ASX.

Either the Company or Mr Paneth may terminate his engagement on three months written notice. The Company may also terminate Mr Paneth immediately on the giving of written notice in certain circumstances, including if he breaches his engagement agreement, is convicted of a criminal offence, is bankrupt or becomes incapacitated.

Mr Paneth is entitled to hold external directorships and may provide consultancy services to other companies provided that the directorship or consultancy does not negatively impact the performance of his duties and obligations (in the reasonable opinion of the Board) or inhibit the ability of Mr Paneth to perform his obligations on behalf of Talpan 2 Pty Ltd under this Agreement and provided that any such engagements are carried out in a manner and at times which do not unduly interrupt the provision of the Services under this Agreement.

The agreement otherwise contains provisions that are typical of arrangement of this type, including restrictions on the disclosure and use of the confidential information, consequences of termination and the requirement for Talpan 2 Pty Ltd to maintain an appropriate insurance policy, releases, and an indemnity in favour of the Company.

IRIS Metals Limited - Prospectus

(F) NON-EXECUTIVE DIRECTOR AGREEMENT – SIMON LILL

The Company has engaged Simon Lill under a non-executive director agreement dated 27 April 2021 which is agreed to be effective from 29 December 2020 (“Effective Date”).

Simon receives fixed annual remuneration of $5,000 plus GST per month. The Fee shall accrue on and from the Effective Date and become due and payable upon and subject to admission of the Company to the Official List of the ASX.

Simon is entitled to reimbursement for reasonable out of pocket expenses incurred in connection with his role in accordance with the policies of the Company.

Simon is otherwise engaged on terms typical for arrangements of this kind, including provisions relating to confidentiality and rights of access to corporate information, acknowledgement and confirmation of powers and duties he has as a Director and a requirement to disclose matters to the Company to allow it to comply with its reporting and regulatory requirements.

(G) NON-EXECUTIVE DIRECTOR AGREEMENT – CHRISTOPHER CONNELL

The Company has engaged Christopher Connell under a non-executive director agreement dated 27 April 2021 which was agreed to be effective from 2 April 2021 (“Effective Date”).

Christopher receives fixed annual remuneration of $4,000 plus GST per month (payable monthly in arrears) (“Fee”). The Fee shall accrue on and from the Effective Date and become due and payable upon and subject to admission of the Company to the Official List of the ASX.

Christopher is proposed to receive 1,250,000 options to acquire ordinary shares in the Company having an exercise price of $0.30 and an expiry date which is 3 years from the issue date. The options are the New Options offered under the Officer Option Offer which are proposed to be issued at, or immediately prior to, Listing.

Christopher is entitled to reimbursement for reasonable out of pocket expenses incurred in connection with his role in accordance with the policies of the Company.

Christopher is otherwise engaged on terms typical for arrangements of this kind, including provisions relating to confidentiality and rights of access to corporate information, acknowledgement and confirmation of powers and duties he has as a Director and a requirement to disclose matters to the Company to allow it to comply with its reporting and regulatory requirements.

(H) DEEDS OF ACCESS, INDEMNITY AND INSURANCE

The Company has entered a Deed of Access, Indemnity and Insurance (“Deed”) with each of its directors and officers. The Deeds has effect from its execution and ceases upon the latter of 7 years after the Director ceases to act or the period (if any) during any threatened or commenced proceeding during the period which is 7 years after the date the director or officer ceases to act.

Where the Company indemnifies the Director, the Company will be entitled to conduct the defence of any claim under its sole management and control and at its sole cost. Where the Company conducts a defence, the Director must promptly render all reasonable assistance and co-operate with the Company. The Director may engage separate representation and participate in the defence of any claim made against them in their capacity as a Director of the Company.

The Deed otherwise contains provisions typical for arrangements of this kind, including the Director’s entitlement to obtain Board papers, the Company taking out directors and officers insurance, the Company notifying the Director of any claims and/or potential claims, confidentiality of information and the Deed applying to the extent permitted by law.

10.4 LITIGATION

As at the date of this Prospectus the Company is not engaged in any litigation. Furthermore, the Directors are not aware of any legal proceedings pending or threatened against the Company.

IRIS Metals Limited - Prospectus

10.5 RIGHTS AND LIABILITIES ATTACHING TO SECURITIES UNDER THIS PROSPECTUS

(A) SHARES

References in this Section 10.5(A) to “Shares” are to all shares of the Company (including New Shares). The New Shares offered under this Prospectus will be fully paid ordinary shares in the issued capital of the Company and will, upon issue, rank equally with all other Shares then on issue.

The rights and liabilities attaching to Shares are regulated by the Constitution, the Corporations Act, the ASX Listing Rules, the ASX Settlement Rules and common law. The Constitution proposed for adoption by shareholders has been lodged with ASIC. The Constitution contains provisions of the kind common for companies in Australia and is taken to be included in this Prospectus by operation of section 712 of the Corporations Act. Any person may request a copy of the Constitution during the application period of this Prospectus, which the Company will provide free of charge.

(B) NEW OPTIONS

References in this Section 10.5(B) to “Options” are to New Options offered under this Prospectus.

A holder is not able to exercise an option that is subject to a vesting condition (if any) that has not been satisfied.
The exercise price to exercise each New Option is $0.30.
The New Options expire at 5pm (Melbourne time) on the date which is three (3) years from the issue date. The New Options can be exercised by completing an option exercise form and delivering it together with the payment for the number of Shares in respect of which the options are exercised to the Company’s share registry.
Any New Option that has not been exercised prior to the expiry date automatically lapses.
Holders shall not be entitled to exercise their New Options (and the Company will not be required to issue shares upon such exercise) if it would be unlawful to do so.
The exercise price is payable in full on exercise.
Where a New Option holder determines to exercise some, but not all, of their held New Options, the total aggregate amount payable to exercise the Options must be a minimum of $1,000.
All Shares issued upon exercise of New Options will rank pari passu in all respects with, and will have the same terms as, the Company's then issued ordinary fully paid shares. The Company will apply for official quotation by ASX of all Shares issued upon exercise of New Options, subject to any restriction obligations imposed by ASX. The New Options will not give any right to participate in dividends until shares are issued pursuant to the exercise of the relevant New Options.
There are no participation rights or entitlements inherent in the New Options. New Option holders are not entitled to participate in new issues of securities offered to shareholders without first exercising the New Options. The Company will send notices to option holders at least five (5) business days prior to the record date (or such shorter period as allowed by the ASX Listing Rules) applying to offers of securities made to shareholders during the currency of the New Options.
In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company prior to the expiry date, the number of New Options or the exercise price of the New Options or both shall be reconstructed in accordance with the ASX Listing Rules applying to a reorganisation of capital at the time of the reconstruction.
Shares issued upon the exercise of New Options will be fully paid ordinary shares and will have the same voting and other rights as the existing shares of the Company.

IRIS Metals Limited - Prospectus

10.6 TOP 20 SHAREHOLDERS AND SUBSTANTIAL HOLDERS

The existing top 20 shareholders of the Company and the percentage of the issued Shares they will hold at Listing (assuming the shareholders listed do not apply for and receive any New Shares under the Offers and assuming the Maximum Subscription) are set out in the table below:

NAME	SHARES	% OF SHARE CAPITAL
TAL PANETH	30,000,000	34.34%
SIMON RICHARD LILL	4,000,000	4.58%
PETER ASHLEY MARKS	2,200,000
SHANTI CAPITAL PTY LTD	300,000
	2,500,000	2.86%
MR ROSS FREDERICK CREW	2,275,000	2.60%
BL FAMILY NOMINEES	1,000,000	1.14%
JOHN W KING NOMINEES PTY LTD	1,000,000	1.14%
NEELESH BHASIN	700,000	0.80%
M&M DRISCOLL NOMINEES	600,000	0.69%
SHAH NOMINEES PTY LTD	600,000	0.69%
ACN 075 312 980 PTY LTD	500,000	0.57%
BRUCE ROBERT LEGENDRE	500,000	0.57%
HOPETOUN NOMINEES	500,000	0.57%
THE JOADCAR FAMILY A/C	500,000	0.57%
CHRISTOPHER CREW	425,000	0.49%
CLEMPAK PTY LTD	410,000	0.47%
MR MARK ANDREW TKOCZ	300,000	0.34%
MR SAUL ZAIDMAN	300,000	0.34%
CHRISTOPHER CONNELL	250,000	0.29%
ALLAN DALE HOLDINGS PTY LTD	250,000	0.29%
BAYWICK PTY LTD	250,000	0.29%
BIT NOMINEES PTY LTD	250,000	0.29%
GRIMALA PTY LTD	250,000	0.29%
IAMSF CAPITAL PTY LTD	250,000	0.29%
MR MARTIN LUKE SIMICH	250,000	0.29%
MR MICHAEL LYNCH	250,000	0.29%
TRUSBON PTY LTD	250,000	0.29%
VIENNA HOLDINGS PTY LTD	250,000	0.29%
Subtotal	48,610,000	55.65%

IRIS Metals Limited - Prospectus

10.7 CONSENTS

Each of the parties listed below (each a Consenting Party) has given its written consent and has not, before lodgement of this Prospectus with ASIC, withdrawn its consent to being named in this Prospectus in the form and context in which it is named and, where applicable, to the inclusion in this Prospectus of its report specified below and/or statements by it (and to references to or statements based on its report and/or statements) in the form and context in which its report or statements and references to or statements based on its report and/or statements appear:

William Buck Audit (Vic) Pty Ltd has given and not withdrawn its written consent to being named as Independent Accountant and Auditor for IRIS Metals Limited in the Prospectus in the form and context in which it is named and the issue of the Prospectus with its Investigating Accountant’s Report dated 16 July 2021 in the form and context in which it is included and to all references to that report in the Prospectus in the form and context in which those references are included. William Buck has only participated in the preparation of the Prospectus to the extent of preparing its Investigating Accountant’s Report on the Financial Information (see Section 4). William Buck was not involved in the preparation of any other part of the Prospectus and did not authorise or cause the issue of any other part of the Prospectus. Except as provided above William Buck does not make, or purport to make, any statement in this Prospectus and is not aware of any statement in this Prospectus which purports to be based on a statement made by it and makes no representation, expressed or implied, regarding and takes no responsibility for any statement in or omissions from this Prospectus.;
House Legal Pty Ltd has given its written consent to being named as the author of the Tenement Report and to the inclusion of Tenement Report included in Annexure B;
Taurus Capital Group Pty Ltd has given its written consent to being named as Lead Manager;
Automic Pty Ltd has given its written consent to being named as the Company’s Share Registry;
Optiro Pty Ltd has given its written consent to being named as the author of the Independent Technical Assessment Report and to the inclusion of the Independent Technical Assessment Report included in Annexure A; and
QR Lawyers Pty Ltd has given its written consent to being named as solicitors to the Company in connection with the Offers and ASX admission application.

10.8 COSTS OF THE OFFERS

The total expenses of the Offers (excluding GST) are estimated to be approximately $600,000 (on the Minimum Subscription) and approximately $720,000 (at the Maximum Subscription). A detailed breakdown of the costs of the Offers is set out in the use of funds table in Section 8.8.

10.9 CONTINUOUS DISCLOSURE OBLIGATIONS

Upon Listing, the Company will be a “disclosing entity” (as defined in Section 111AC of the Corporations Act) and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company will be required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Company’s shares.

Price sensitive information will be publicly released through ASX before it is disclosed to shareholders and market participants. Distribution of other information to shareholders and market participants will also be managed through disclosure to the ASX.

In addition, the Company will post this information on its website after the ASX confirms an announcement has been made, with the aim of making the information readily accessible to the widest audience.

10.10 GOVERNING LAW

The Offer and the contracts formed on return of an application or acceptance form are governed by the laws applicable in Victoria, Australia. Each person who applies for Shares pursuant to this Prospectus submits to the non exclusive jurisdiction of the courts of Victoria, Australia, and the relevant appellate courts.

10.11 DIRECTORS’ AUTHORISATION

This Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with section 720 of the Corporations Act, each Director has consented, and as at the date of this Prospectus has not withdrawn his consent, to the lodgement of this Prospectus with ASIC.

IRIS Metals Limited - Prospectus

11. GLOSSARY

Alluvial Rights	means the right to fossick, prospect and mine for alluvial and elluvial gold on the relevant
	tenement as described in Section 10.3.
Application	means an application for Shares under this Prospectus.
ASIC	means the Australian Securities and Investments Commission.
ASX	means ASX Limited (ACN 008 624 691) or the financial market operated by it as the
	context requires.
ASX Listing Rules	means the listing rules of ASX.
ASX Settlement Rules	means ASX Settlement Operating Rules of ASX Settlement Pty Ltd (ABN 49 008 504 532).
Board	means the board of Directors of the Company as constituted from time to time.
Board Charter	means the charter that formally recognises the Board’s responsibilities, functions, power,
	authority, and composition.
Broker	means Taurus Capital Group Pty Ltd (ACN 622499834), a Corporate Authorised
	Representative of RM Capital Pty Ltd holder of AFSL 221938.
Brokerage Fee	means the amount paid to the Broker for completing the Offer.
Broker Option Offer	means the offer of between 2,500,000 and 4,000,000 New Options to the Lead Manager
	and/or its nominee(s) for raising between $6,000,000 and $7,000,000 before costs from
	the IPO.
Chair	means the chair of the Board of Directors.
Chairman’s List	means a list of investors where up to $2 million of the Equity Offer many be allocated.
CHESS	means the Clearing House Electronic Sub-Register System operated by ASX Settlement.
Closing Date	means the closing date of the Offers, 23 August 2021 as set out in the indicative timetable
	(subject to the Company reserving the right to extend the Closing Date or close the Offers
	(or any of them) early).
Code of Conduct	means the code, together with the Board Charter, that formally recognises the Board’s
	responsibilities, functions, power, authority, and composition.
Collecting Parties	has the meaning set out in the Important Notices on page 3 of this Prospectus.
Commonwealth	means the Commonwealth of Australia.
Company	means IRIS Metals Limited [ABN 61 646 787 135].
Consideration Shares	means Shares in the Company issued to relevant parties as part consideration for
	completion of tenement acquisitions.
Consenting Party	has the meaning set out in Section 10.7.
Constitution	means the constitution of the Company including as amended from time to time.
Corporations Act	means the Corporations Act 2001 (Cth).
COVID-19	means the event or series of events resulting from the novel coronavirus pandemic.
Directors	means the directors of the Company at the date of this Prospectus.
Diversity Policy	means the policy adopted by the Board as described in Section 7.12.
Effective Date	means the date various executive services agreements take place as described in Sections
	10.4(E) to 10.4(H).
Equity Offer	means the offer of between 30,000,000 and 35,000,000 Shares to investors made under
	this Prospectus.
Equity Offer Price	means $0.20, being the price per New Share under the Equity Offer.

IRIS Metals Limited - Prospectus

Exposure Period	means the period of 7 days after the date of lodgement of this Prospectus, which period
	may be extended by the ASIC by not more than 7 days pursuant to section 727(3) of the
	Corporations Act.
Group	means the Company and its controlled entities.
Independent Technical	means the Independent Technical Assessment Report contained in Annexure A.
Assessment Report
Investigating Accountant	means William Buck Audit (Vic) Pty Ltd
IPO	means the initial public offering of the Company.
Kookynie Project	means the group of tenements controlled by the Company for the purposes of mineral
	exploration located in proximity to the Kookynie township in Western Australia.
Lead Manager	means Taurus Capital Group Pty Ltd (ACN 622499834), a Corporate Authorised
	Representative of RM Capital Pty Ltd holder of AFSL 221938.
Leonora Project	means the group of tenements controlled by the Company for the purposes of mineral
	exploration in proximity to the Leonora township in Western Australia.
Limited Assurance Report	means the report set out in Section 5 by the Investigating Accountant.
Listing	means admission of the Company to the official list of ASX and official quotation of the
	Shares on ASX and Listed shall have a corresponding meaning.
Minimum Subscription	means $6,000,000 before costs under the Equity Offer.
Maximum Subscription	means $7,000,000 before costs under the Equity Offer.
Native Title	means native title rights and interests are those rights in relation to land or waters that are
	held by Aboriginal or Torres Strait Islander peoples under their traditional laws and
	customs, and which are recognised by the common law.
New Options	means the options to acquire Shares that are available under the Broker Option Offer and
	Officer Option Offer.
New Share	means a share offered under an Offer made in this Prospectus.
Offer	means the offer of between 30,000,000 and 35,000,000 Shares in the Company pursuant
	to this Prospectus as set out in Section 8.1.
Officer Option Offer	means the offer of 1,250,000 New Options to Christopher Connell (and/or his
	nominee(s)).
Official Quotation	has the meaning given to ‘Quotation’ in the ASX Listing Rules.
Personal Information	has the meaning set out in the Important Notices on page 2 of this Prospectus.
Projects	means the Kookynie Project and Leonora Project collectively.
Prospectus	means this prospectus.
Recommendations	means the Corporate Governance Principles and Recommendations (4th Edition) as
	published by ASX Corporate Governance Council in February 2019.
Share Sale Agreement	means the agreement between the Company, Tal Paneth and Lofasz Pty Ltd dated 23
	December 2020 as described in Section 10.3.
Share Registry	means Automic Pty Ltd.
Shareholder	means a holder of Shares in the Company.
Shares	means a fully paid ordinary share in the capital of the Company.
Tenement Report	means the report set out in Annexure B.
Tenements	means the mining tenements (including applications) in which the Company has agreed to
	acquire an interest as set out in Section 10.3 and further described in the Independent
	Technical Assessment Report at Annexure A and the Tenement Report at Annexure B.
Vendor Offer	means the offer of an aggregate of up to 400,000 New Shares to the Vendors set out in
	Section 8.2.
Vendors	means the vendors of the mining interests described in Section 10.3.

IRIS Metals Limited - Prospectus

ANNEXURE A: INDEPENDENT TECHNICAL ASSESSMENT REPORT

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Iris Metals Ltd Independent Technical Assessment Report

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J_2661

Principal Author:

Ian Glacken FAusIMM(CP), FAIG, CEng

Principal Reviewer: Jason Froud, BSc Hons, Grad Dip (Fin Mkts), MAIG

July 2021

Independent Technical Assessment Report

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Perth Office

Level 1, 16 Ord Street West Perth WA 6005

PO Box 1646 West Perth WA 6872 Australia

Doc Ref:

210513_Iris_ITAR_Final

Tel: +61 8 9215 0000 Fax: +61 8 9215 0011 Optiro Pty Limited ABN: 63 131 922 739 www.optiro.com

Number of copies:

Optiro: 1

Iris Metals Ltd: 1

Doc Ref: 210513_Iris_ITAR_Final Number of copies: Optiro: 1 Iris Metals Ltd: 1	Doc Ref: 210513_Iris_ITAR_Final Number of copies: Optiro: 1 Iris Metals Ltd: 1	Perth Office Level 1, 16 Ord Street West Perth WA 6005 PO Box 1646 West Perth WA 6872 Australia Tel: +61 8 9215 0000 Fax: +61 8 9215 0011 Optiro Pty Limited ABN: 63 131 922 739 www.optiro.com	Perth Office Level 1, 16 Ord Street West Perth WA 6005 PO Box 1646 West Perth WA 6872 Australia Tel: +61 8 9215 0000 Fax: +61 8 9215 0011 Optiro Pty Limited ABN: 63 131 922 739 www.optiro.com
Principal Authors:	Ian Glacken_FAusIMM(CP), FAIG, _MIMMM, CEng	Signature:
		Date:	13 July 2021
Contributors:	Justine Tracey_MAusIMM(CP)_
Principal Reviewer:	Jason Froud BSc Hons, Grad Dip (Fin Mkts), MAIG	Signature:
		Date:	13 July 2021
Important Information: This Report is provided in accordance with the proposal by Optiro Pty Ltd (‘Optiro’) to Iris Metals Ltd and the terms of Optiro’s Consulting Services Agreement (‘the Agreement’). Optiro has consented to the use and publication of this Report by Iris Metals Ltd for the purposes set out in Optiro’s proposal and in accordance with the Agreement. Iris Metals Ltd may reproduce copies of this entire Report only for those purposes but may not and must not allow any other person to publish, copy or reproduce this Report in whole or in part without Optiro’s prior written consent. Optiro has used its reasonable endeavours to verify the accuracy and completeness of information provided to it by Iris Metals Ltd which it has relied in compiling the Report. We have no reason to believe that any of the information or explanations so supplied are false or that material information has been withheld. It is not the role of Optiro acting as an independent technical expert to perform any due diligence procedures on behalf of the Company. The Directors of the Iris Metals Ltd are responsible for conducting appropriate due diligence in relation to mineral projects. Optiro provides no warranty as to the adequacy, effectiveness or completeness of the due diligence process. The opinion of Optiro is based on the market, economic and other conditions prevailing at the date of this report. Such conditions can change significantly over short periods of time. The statements and opinions included in this report are given in good faith and in the belief that they are not false, misleading or incomplete. The terms of engagement are such that Optiro has no obligation to update this report for events occurring subsequent to the date of this report.

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Level 1, 16 Ord Street West Perth WA 6005 PO Box 1646 West Perth WA 6872 Australia

T: +61 8 9215 0000 F: + 61 8 9215 0011

13 July 2021

Our Ref: J_2661

The Directors, Iris Metals Ltd Level 6, 400 Collins St, Melbourne VIC 3000

Dear Sirs

INDEPENDENT TECHNICAL ASSESSMENT REPORT

At the request of Iris Metals Ltd (Iris or the Company), Optiro has prepared an Independent Technical Assessment Report (Report) on the mineral assets held by Iris. This Report has been prepared in accordance with the Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets, 2015 Edition (the VALMIN Code, 2015), the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code, 2012) and additionally the Australian Securities and Investment Commission (ASIC) Regulatory Guides 111, 112 and 228.

This Report represents an independent assessment of the geology, exploration data and exploration potential of the various mineral assets held by Iris. It is our understanding that this Report will be included in a Prospectus to be published by the Company in connection with its proposed admission of the shares in the Company to trading on the ASX. Optiro has been informed by Iris that the principal purpose of the offering is to raise funds to complete further exploration, including geochemical and geophysical surveys, aircore and reverse circulation drilling and diamond drilling, with the aim of defining Mineral Resources.

The mineral assets of Iris comprise the Kookynie and Leonora Projects, all located in Western Australia. The Leonora Project tenements comprise two main prospects, the Chain Bore prospect and the Little Dipper prospect. All projects contain historical and recent drilling and are adjacent to current exploration projects held by other organisations.

The objectives of this Report are to provide an overview of the geological setting of the mineral assets and the associated mineralisation, outline the recent and historical exploration work undertaken over the project areas and comment on the completed exploration work with regards to project prospectivity.

Iris has provided Optiro with drilling, sampling and other exploration data generated by previous owners of the mineral assets. Optiro has not completed a site inspection of the properties. The projects are at an early stage of assessment and it was considered that a site visit was unlikely to reveal any information or data that is material to this Report. Notwithstanding this the principal author and the principal reviewer have worked extensively on gold prospects and mines in the Eastern Goldfields of Western Australia and are familiar with the geology of both the Kookynie and the Leonora regions containing the Iris tenements.

Based on Optiro’s assessment of the Iris mineral assets, it is our opinion that they are of value and contain exploration potential as presented. Optiro has considered the expenditure schedules, studies and exploration programmes outlined by Iris and considers them to be reasonable and appropriate to

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Independent Technical Assessment Report

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progress the projects. However, all exploration projects are subject to risks from unforeseen future issues and events beyond the control of the company; in this sense, Iris is no exception.

Consent has been sought from Iris and its representatives to include technical information and opinions expressed by Iris. No other entities referred to in this Report have consented to the inclusion of any information or opinions and have only been referred to in the context of reporting any relevant activities.

Optiro has prepared this Report on the understanding that the mineral assets held by Iris are currently in good legal standing and we have not independently verified Iris’s legal tenure over its tenements. Optiro is not qualified to make statements in this regard and has relied upon information provided by Iris.

Optiro has endeavoured, by making reasonable enquiry of Iris, to ensure that all material information in the possession of Iris has been fully disclosed. However, Optiro has not carried out any type of audit of the records of Iris to verify that all material documentation has been provided. A final draft version of this Report was provided to the Directors of Iris, along with a request to confirm that there are no material errors or omissions in the Report and that the technical information and interpretations provided by them and reflected in the Report are factually accurate. Confirmation of these terms has been provided in writing and has been relied upon by Optiro. Optiro has based its findings upon information supplied up until 13 July 2021.

Optiro is an independent consulting and advisory organisation which provides a range of services related to the minerals industry including, in this case, independent geological services, but also resource evaluation, corporate advisory, mining engineering, mine design, scheduling, audit, due diligence and risk assessment assistance. Optiro declares that the author and reviewer of this Report have no material interest in Iris, its associated entities or in the assets described in this Report. Optiro has charged Iris a professional fee for services rendered, the quantum of which is unrelated to the outcome or the content of this Report.

Yours sincerely OPTIRO PTY LTD

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I M Glacken, BSc (Hons), MSc, FAusIMM(CP), FAIG, MIMMM, CEng, DIC Principal

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J C Froud BSc (Hons), Grad Dip (Fin Mkts) MAIG Principal

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	TABLE OF CONTENTS
1.	EXECUTIVE SUMMARY ................................................................................ 1
1.1.	PURPOSE ............................................................................................................................... 1
1.2.	KOOKYNIE PROJECT .............................................................................................................. 1
1.3.	LEONORA PROJECT ............................................................................................................... 1
1.4.	EXPLORATION AND DEVELOPMENT POTENTIAL .................................................................... 2
2.	INTRODUCTION AND TERMS OF REFERENCE ............................................... 2
2.1.	TERMS OF REFERENCE........................................................................................................... 2
2.2.	VALIDATION OF TENURE ....................................................................................................... 4
2.3.	LEGISLATION AND PERMITTING ............................................................................................ 5
2.4.	RESPONSIBILITY FOR THE INDEPENDENT TECHNICAL REPORT ............................................... 7
3.	KOOKYNIE PROJECT .................................................................................... 8
3.1.	INTRODUCTION AND TENEMENT DESCRIPTION .................................................................... 8
3.2.	GEOLOGY AND MINERALISATION ......................................................................................... 9
3.3.	PROSPECT GEOLOGY AND MINERALISATION ...................................................................... 11
3.4.	SIGNIFICANT DRILL INTERCEPTS .......................................................................................... 17
3.5.	CURRENT EXPLORATION AND MINERALISATION POTENTIAL .............................................. 18
4.	LEONORA PROJECT ................................................................................... 18
4.1.	INTRODUCTION................................................................................................................... 18
4.2.	REGIONAL GEOLOGY ........................................................................................................... 19
4.3.	PROSPECT GEOLOGY AND MINERALISATION ...................................................................... 19
4.3.1.	GEOLOGY .................................................................................................................................. 19
4.3.2.	CHAIN BORE .............................................................................................................................. 19
4.3.3.	LITTLE DIPPER ........................................................................................................................... 22
4.3.4.	RANDWICK ................................................................................................................................ 26
4.4.	SIGNIFICANT DRILL INTERCEPTS .......................................................................................... 26
4.5.	EXPLORATION POTENTIAL .................................................................................................. 27
5.	WORK PROGRAMME ................................................................................ 28
6.	DECLARATIONS BY OPTIRO ....................................................................... 29
6.1.	INDEPENDENCE ................................................................................................................... 29
6.2.	QUALIFICATIONS ................................................................................................................. 30
7.	REFERENCES ............................................................................................. 30
8.	GLOSSARY OF ABBREVIATIONS AND TECHNICAL TERMS ............................ 32
TABLES
Table 2.1	Listing of tenements held or applied for by Iris and its subsidiaries (source:
	Tengraph, Iris) ............................................................................................................................. 4
Table 3.1	Significant gold production from Iris tenements (source: WAMEX and Mindex) .................... 10
Table 3.2	Significant drill intercepts (>1 g/t), Kookynie Project (source: Iris, various public
	reports) ..................................................................................................................................... 17

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Table	4.1	Little Dipper area historical production (source: Jubilee Gold Mines) ..................................... 22
Table	4.2	Significant drilling intercepts, Leonora Project (source: Iris, various public reports) ............... 26
Table	5.1	Proposed work programme budget - $6 M raising (source: Iris).............................................. 29
Table	5.2	Proposed work programme budget - $7 M raising (source: Iris).............................................. 29

FIGURES

Figure	2.1	Location of Iris’s mineral projects (Source: Iris) ......................................................................... 3
Figure	3.1	Summary of Kookynie Project tenements and gold occurrences (source: Iris) ........................ 10
Figure	3.2	Location and drilling at the Lily prospect (source: Iris) ............................................................. 11
Figure	3.3	Local infrastructure, old workings and long section at Lily (source: Iris) ................................. 12
Figure	3.4	Cross-sections A-A’ and B-B’ at Lily from Figure 3.3 (source: Iris) ............................................ 13
Figure	3.5	Local drilling at Rise and Shine showing maximum downhole gold (source: Iris) .................... 14
Figure	3.6	Rise and Shine conceptual grade shell modelling – section line A-A’ in Figure 3.5
		(source: Iris) .............................................................................................................................. 14
Figure	3.7	Location of Treasure and Whale prospects, leases and bedrock geology (source:
		Iris) ............................................................................................................................................ 15
Figure	3.8	Treasure and Whale long section as referenced in Figure 3.7 (source: Iris) ............................ 16
Figure	4.1	Chain Bore project tenements with underlying local geology and significant
		intersections (source: Iris) ........................................................................................................ 21
Figure	4.2	Little Dipper Project tenements with underlying local geology (source: Iris) .......................... 23
Figure	4.3	Little Dipper project (inset) showing peak downhole gold (source: Iris) .................................. 24
Figure	4.4	Little Dipper 360610E cross section (source: Iris) .................................................................... 25
Figure	4.5	Little Dipper 370605E cross section (source: Iris) .................................................................... 25
Figure	4.6	Little Dipper 370620E cross section (source: Iris) .................................................................... 26

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1. EXECUTIVE SUMMARY

1.1. PURPOSE

At the request of Iris Metals Ltd (Iris or the Company), an Independent Technical Assessment Report (Report) on the mineral assets held by Iris has been prepared by Mr Ian Glacken (Principal) and has been reviewed by Mr Jason Froud (Principal), both of Optiro Pty Ltd (Optiro). This Report represents an independent assessment of the geology, exploration data and exploration potential of the various mineral assets. It is our understanding that this Report may be included in the Prospectus to be published by the Company in connection with the proposed admission of its shares trading on the ASX. Optiro has been informed by Iris that the principal purpose of the offering is to raise funds to complete further exploration, including geophysical surveys, geochemical sampling, and drilling of existing mineral anomalies and exploration targets, with the aim of defining Mineral Resources.

The mineral assets of Iris comprise the Kookynie Project and the Leonora Project. The Leonora Project may be subdivided into a northern group of contiguous tenements, centred around the Chain Bore Project, and a southern group of contiguous tenements, comprising the Little Dipper Project.

1.2. KOOKYNIE PROJECT

The Kookynie Project area is located approximately 60 km southeast of Leonora and approximately 180 km north of Kalgoorlie. Iris controls, either directly or indirectly, 20 prospecting licences, two exploration licences and one mining licence, with a total area of approximately 35.5 km[2] . The application of one Prospecting Licence is pending.

The Kookynie Project tenements can be subdivided into three groups. The largest group comprises the northern tenements, which sit to the north and east of many historical mines, including the Orient Well mine. The Iris tenements contain significant recorded historical production, with the main component being from the Britannia mine. Iris has a number of prospects which it is targeting in this tenement group, including the Rise and Shine prospect, hosted in mafic rocks, and the Treasure-Whale prospects, hosted in intrusive granites and syenites. All prospects appear to be associated with shear zones which trend to the northeast or the northwest.

The central group of tenements sits approximately 1 to 2 km east-southeast of the Kookynie townsite and includes the O’Shea and Lily prospects. The Lily prospect represents an opportunity for Iris to test and look for along strike and down-dip extensions to medium- to high-grade mineralisation hosted as quartz reefs in differentiated gabbros and dolerites. The extension of the Whitecross prospect also offers potential in the Lily area. The O’Shea prospect is interpreted as a potential northeastern extension of Lilly and offers a number of high-grade previous intersections for follow-up.

The southeasternmost group of three tenements contains potential strike extensions of the historical Gladstone mine, which produced almost 7,000 ounces gold.

1.3. LEONORA PROJECT

The Leonora Project area is located approximately 60 km northeast of the Leonora townsite and comprises two groups of tenements. The northern group comprises 35 contiguous tenements which are all prospecting licences covering a total area of approximately 62 km[2] . These tenements centre around the Chain Bore prospect and sit to the west of the historical Randwick mining centre and to the north of the Cudi Bore production area. These tenements also sit directly to the east of Kin Mining’s Mertondale exploration area, which has seen recent drilling success. The Chain Bore area has been relatively under-explored compared to surrounding areas to the west, east and south, but contains a number of soil sampling anomalies and one prospect which has RAB and RC drilling, the Crowstoe/Emupek prospect.

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The second group (Iris tenements) within the Leonora Project comprise four contiguous prospecting licences some 15 km south of the northern tenements with a combined area of approximately 7.8 km[2] ; these have been named Little Dipper by Iris and contain potential strike extensions of Golden Mile Resources Ltd’s Benalla project immediately adjacent and to the north and west. There are also potential extensions to Kin Mining’s Cardinia Hill project which sits in the same stratigraphy and is further to the northwest. The Little Dipper Project comprises historical production from the May Queen and Brilliant areas, and a small historical mineral estimate was defined by Jubilee Gold Mines in 1994 at Little Dipper. This flat-lying mineralisation is hosted in mafic rocks and remains open down dip and potentially laterally. The Little Dipper historic estimate has not been reported in accordance with the JORC Code 2012 and Iris plans to review this after listing.

1.4. EXPLORATION AND DEVELOPMENT POTENTIAL

In Optiro’s opinion, Iris’s mineral projects are of merit and worthy of further exploration. The planned work programmes are appropriate for the various development stages of the project areas and will provide suitable data to assess the technical risks and the further exploration potential of the identified prospects.

Iris considers that there is potential for defining gold Mineral Resources at both the Kookynie and Leonora Projects. The highest potential in the Kookynie area appears to be at the Lily prospect, with good potential at Rise and Shine. On its Leonora Project, Iris will focus exploration at Little Dipper to the south and at Chain Bore in the north.

Iris has proposed a two-year exploration budget with a value of $4.5 M from the partial proceeds of an IPO. Iris’s planned work programme includes desktop reviews, soil geochemistry, regional aircore drilling and more targeted RC and diamond drilling in both years and in both Project Areas.

2. INTRODUCTION AND TERMS OF REFERENCE

2.1. TERMS OF REFERENCE

At the request of the Company, an Independent Technical Assessment Report (Report) on the mineral assets of Iris has been prepared.

This Report represents an independent assessment of the geology, exploration data and exploration potential of the various mineral assets. It is our understanding that this Report may be included in a Prospectus to be published by the Company in connection with the proposed admission to trading on the ASX. Optiro has been informed by Iris that the principal purpose of the offering is to raise funds to complete further exploration including geophysical surveys, geochemical sampling, aircore, reverse circulation (RC) and diamond drilling of existing mineral anomalies and exploration targets, with the aim of defining Mineral Resources.

Iris is an Australian registered, Western Australian-focused metals exploration and development company. The mineral assets of Iris comprise the Kookynie and Leonora Projects, all located in Western Australia (Figure 2.1). In this figure the green colour denotes bedrock mafic, ultramafic and sedimentary rocks (‘greenstones’) while the pink colour denotes largely granitic and intrusive acidic rocks.

This report has been prepared by Mr Ian Glacken (Principal) and was reviewed by Mr Jason Froud (Principal), both of Optiro. This report has been prepared in accordance with the Australasian Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets, 2015 Edition (the VALMIN Code, 2015), the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code, 2012) and the Australian Securities and Investment Commission (ASIC) Regulatory Guides 111, 112 and 228.

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Figure 2.1 Location of Iris’s mineral projects (Source: Iris)

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Mr Ian Glacken and Mr Jason Froud meet the competency criteria as set out under Section 11 of the JORC Code, 2012 and Section 3.1 of the VALMIN Code, 2015. Mr Glacken (FAusIMM, FAIG) is responsible for this report. Mr Glacken is a Principal Consultant with and Executive Director of Optiro Pty Ltd and has sufficient experience which is relevant to the style of mineralisation, type of deposit under consideration and to the activities being undertaken to qualify as a Competent Person as described by the JORC Code, 2012. Mr Glacken consents to the inclusion in this Report of the matters based on his information in the form and context in which it appears.

The objectives of this Report are to provide an overview of the geological setting of the Iris mineral assets and the associated mineralisation, outline the recent and historical exploration work undertaken over the project areas and comment on the exploration potential of the project areas and the proposed future work programmes.

Consent has been sought from Iris’s representatives to include technical information and opinions expressed by them. No other entities referred to in this Report have consented to the inclusion of any information or opinions and have only been referred to in the context of reporting any relevant activities.

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2.2. VALIDATION OF TENURE

Optiro has prepared this Report upon the understanding that the mineral licences held by Iris are currently in good legal standing. Optiro has not independently verified Iris’s legal tenure over its tenements and has relied on information provided by Iris. Optiro understands that Iris has engaged House Legal to review the tenement status which will be included in any Prospectus generated by Iris. Among other things, this Report provides an opinion on Iris’s mineral licences, forfeiture risk and royalties.

Optiro is not qualified to provide a legal opinion on the status of the granted project licences but has reviewed the licence permits and records and found them to be in good order. Accordingly, Optiro is satisfied that Iris currently has good and valid title to the described granted licences required to explore and undertake project development on the project areas in the manner proposed. Iris has met or exceeded licence expenditure and met licence conditions, and Optiro considers it likely that the licences will be renewed as and when required. A summary of the tenements, subdivided by project, is presented in Table 2.1. The majority of the tenements are held either by Iris directly or by Lofasz Pty Ltd (Lofasz), a wholly-owned subsidiary of Iris.

One of the prospecting licences at the Kookynie Project is pending grant, and one (P40/1509) is currently held by another party. Optiro understands that title on this tenement will be transferred to Iris in October 2021. At the Leonora Project, all licences are granted and held either directly by Iris or through Lofasz.

The total area of the granted tenements for the Kookynie Project is approximately 35.5 km[2] , with a total annual expenditure commitment (excluding rental) of $167,600. The total area of the granted tenements for Iris’s Leonora Project is approximately 71 km[2] , with a total annual expenditure commitment (excluding rental) of $287,840. Across both projects the majority of the tenements are prospecting licences, comprising a total approximate area of 91.4 km[2] . Exploration Licences (both at the Kookynie Project) comprise approximately 15 km[2] , and the single mining licence held at the Kookynie Project has an area of 0.1 km[2] .

Mineral licence definitions are provided below in Section 2.3. All tenements and applications are 100% held by Iris through various subsidiary companies. Annual expenditure requirements on the granted tenements totals $395,760 (excluding annual rental) for each of years one and two.

Table 2.1 Listing of tenements held or applied for by Iris and its subsidiaries (source: Tengraph, Iris)

Project	Licence	Tenement holder	Area (km2)	Grant date	Expiry date	Expenditure commitment (A$)
Kookynie	P40/1419 P40/1386 P40/1505 P40/1420 P40/1379 E40/348 P40/1509 P40/1385 P40/1494 P40/1471 E40/270 P40/1413 M40/336 P40/1334 P40/1400 P40/1391 P40/1383	Lofasz Pty Ltd Lofasz Pty Ltd Lofasz Pty Ltd Lofasz Pty Ltd Iris Metals Ltd Iris Metals Ltd Graham Chittleborough Iris Metals Ltd Iris Metals Ltd Iris Metals Ltd Iris Metals Ltd Iris Metals Ltd Iris Metals Ltd Iris Metals Ltd Lofasz Pty Ltd Lofasz Pty Ltd Iris Metals Ltd	1.97 1.65 0.75 1.35 0.81 12.01 1.17 1.72 0.8 0.09 3.0 0.04 0.09 1.19 1.39 1.96 0.67	07/07/2017 08/11/2016 10/03/2020 04/11/2016 02/06/2016 06/10/2015 27/11/2020 08/11/2016 04/07/2019 22/02/2019 13/07/2010 16/03/2017 08/07/2016 17/06/2014 01/03/2017 16/01/2017 26/08/2016	06/07/2021 07/11/2024 09/03/2024 09/07/2021 01/06/2024 05/10/2025 26/11/2024 07/11/2024 03/07/2023 21/02/2023 12/07/2022 15/03/2021 07/07/2037 16/06/2022 28/02/2021 15/01/2021 25/08/2024	7,920 6,640 3,000 5,400 3,240 50,000 4,680 6,920 3,280 2,000 20,000 2,000 10,000 4,760 5,600 7,840 2,680

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Project	Licence	Tenement holder	Area (km2)	Grant date	Expiry date	Expenditure commitment (A$)
	P40/1384 P40/1448 P40/1463 P40/1333 P40/1489 P40/1535	Iris Metals Ltd Iris Metals Ltd Lofasz Pty Ltd Iris Metals Ltd Iris Metals Ltd Iris Metals Ltd	0.25 0.09 1.76 1.12 1.52 0.1	26/08/2016 14/08/2017 13/06/2018 17/06/2014 28/4/2021 Pending	25/08/2024 13/08/2021 12/06/2022 16/06/2022 27/4/2025	2,000 2,000 7,080 4,480 6,080
Leonora	P37/8980 P37/8981 P37/8982 P37/8983 P37/8984 P37/8985 P37/8986 P37/8987 P37/9468 P37/9469 P37/9470 P37/9471 P37/9472 P37/9473 P37/9474 P37/8686 P37/8936 P37/9033 P37/9034 P37/9035 P37/9351 P37/9352 P37/9353 P37/9354 P37/9355 P37/9356 P37/9357 P37/9374 P37/9385 P37/9386 P37/9387 P37/9388 P37/9389 P37/9390 P37/9391 P37/8657 P37/8696 P37/8720 P37/8812 P37/9159 P37/9373	Iris Metals Ltd Iris Metals Ltd Iris Metals Ltd Iris Metals Ltd Iris Metals Ltd Iris Metals Ltd Iris Metals Ltd Iris Metals Ltd Lofasz Pty Ltd Lofasz Pty Ltd Lofasz Pty Ltd Lofasz Pty Ltd Lofasz Pty Ltd Lofasz Pty Ltd Lofasz Pty Ltd Iris Metals Ltd Iris Metals Ltd Iris Metals Ltd Iris Metals Ltd Iris Metals Ltd Iris Metals Ltd Iris Metals Ltd Iris Metals Ltd Iris Metals Ltd Iris Metals Ltd Iris Metals Ltd Iris Metals Ltd Iris Metals Ltd Iris Metals Ltd Iris Metals Ltd Iris Metals Ltd Iris Metals Ltd Iris Metals Ltd Iris Metals Ltd Iris Metals Ltd Iris Metals Ltd Iris Metals Ltd Iris Metals Ltd Iris Metals Ltd Iris Metals Ltd Iris Metals Ltd	1.97 2 2 1.97 1.96 2 2 1.98 1.84 1.94 1.86 1.7 1.84 1.95 1.83 1.86 0.59 2 1.99 2 1.89 1.81 1.94 1.96 1.96 1.72 1.6 1.85 2 1.94 1.76 1.78 1.82 1.93 1.93 0.4 1.89 1.98 1.29 0.096 0.18	30/11/2017 30/11/2017 30/11/2017 30/11/2017 16/04/2018 30/11/2017 30/11/2017 16/04/2018 09/06/2021 09/06/2021 09/06/2021 09/06/2021 09/06/2021 09/06/2021 09/06/2021 21/09/2017 14/11/2017 01/02/2018 01/02/2018 01/02/2018 19/03/2021 22/03/2021 09/06/2021 26/02/2021 26/02/2021 26/02/2021 26/02/2021 28/04/2021 02/03/2021 02/03/2021 02/03/2021 02/03/2021 02/03/2021 02/03/2021 02/03/2021 09/09/2016 08/11/2016 01/02/2017 05/05/2017 15/01/2019 26/02/2021	29/11/2021 29/11/2021 29/11/2021 29/11/2021 15/04/2022 29/11/2021 29/11/2021 15/04/2022 08/06/2021 08/06/2021 08/06/2021 08/06/2021 08/06/2021 08/06/2021 08/06/2021 20/09/2021 13/11/2021 31/01/2022 31/01/2022 31/01/2022 18/03/2025 21/03/2025 08/06/2025 25/02/2025 25/02/2025 25/02/2025 25/02/2025 27/04/2025 01/03/2025 01/03/2025 01/03/2025 01/03/2025 01/03/2025 01/03/2025 01/03/2025 08/09/2024 07/11/2024 31/01/2021 04/05/2021 14/01/2023 25/02/2025	7,880 8,000 8,000 7,880 7,840 8,000 8,000 7,960 7,360 7,800 7,440 6,800 7,400 7,800 7,320 7,440 2,360 8,000 7,960 8,000 7,600 7,280 7,760 7,880 7,880 6,920 6,440 7,400 8,000 7,800 7,080 7,120 7,280 7,760 7,720 2,000 7,560 7,960 5,160 2,000 2,000

2.3. LEGISLATION AND PERMITTING

All exploration and mining activity in Western Australia must be conducted under an authority from the Western Australian Department of Mines, Industry Regulation and Safety (DMIRS), the Western Australian State Government department responsible for mineral resources. The following information is of a general nature and has been sourced from the Western Australian Department of Mines, Industry, Regulation and Safety website. There are seven different types of mining tenements prescribed under the Mining Act 1978:

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Prospecting Licences (Sections 40 to 56, PL)
Special Prospecting Licences for Gold (Sections 56A, 70 and 85B)
Exploration Licences (Sections 57 to 69E, EL)
Retention Licences (Sections 70A to 70M)
Mining Leases (Sections 70O to 85A, ML)
General Purpose Leases (Sections 86 to 90)
Miscellaneous Licences (Sections 91 to 94, L).

Those categories of relevance to the Iris mineral assets are described below.

PROSPECTING LICENCES

The maximum area for a prospecting licence is 200 hectares. Prospecting licences must be marked out unless otherwise specified. There is no limit to the number of licences a person or company may hold, but a security (A$5,000) is required in respect of each licence. The term of a prospecting licence is four years, with the provision to extend for one further four-year period. The holder of a prospecting licence may, in accordance with the licence conditions, extract or disturb up to 500 tonnes of material from the ground including overburden, and the Minister for Mines and Petroleum may approve extraction of larger tonnages. Prescribed minimum annual expenditure commitments and reporting requirements apply.

EXPLORATION LICENCE

On 28 June 1991, a graticular boundary (or block) system was introduced for exploration licences (one minute of latitude by one minute of longitude). The minimum size of an exploration licence is one block, and the maximum size is 70 blocks, except in areas not designated as mineralised areas, where the maximum size is 200 blocks. An exploration licence is not marked out and there is no limit to the number of licences a person or company may hold, but a security bond (A$5,000) is required in respect of each licence.

For licences applied for after 10 February 2006, the term is five years plus a possible extension of five years and further periods of two years thereafter, with 40% of the ground to be surrendered at the end of year six. The holder of an exploration licence may, in accordance with the licence conditions, extract or disturb up to 1,000 tonnes of material from the ground, which includes overburden. The Minister for Mines and Petroleum may approve extraction of larger tonnages. Prescribed minimum annual expenditure commitments and reporting requirements apply. The owner of the exploration licence must complete an annual Expenditure Report on the tenement, demonstrating that the minimum prescribed expenditure has been met.

The owner of the exploration licence has surface access rights but no excavation rights. Access from outside the tenement needs to be negotiated with the pastoral owner, where relevant. Prior to drilling or any ground-disturbing work, an application and approval of a Program of Work (PoW) is required. A PoW provides the right to carry out specified exploration (e.g. drilling or trenching) on the tenements applied for. Permitting needs to be obtained for any infrastructure.

MINING LEASES

The maximum area for a Mining Lease applied for before 10 February 2006 is 1,000 hectares. Beyond that, the area applied for relates to an identified orebody as well as an area for infrastructure requirements.

An application for a Mining Lease must be accompanied by one of the following:

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a Mining Proposal completed in accordance with the Mining Proposal Guidelines published by the department
a statement of mining operations and a mineralisation report that has been prepared by a qualified person
a statement of mining operations and a resource report that complies with the JORC.

There is no limit to the number of mining leases a person or company may hold. The term of a mining lease is 21 years and may be renewed for further terms. The lessee of a mining lease may work and mine the land, take and remove minerals, and do all the things necessary to effectually carry out mining operations in, on or under the land, subject to conditions of title. Prescribed minimum annual expenditure commitments and reporting requirements apply.

NATIVE TITLE

Native title rights and interests are those rights in relation to land or waters that are held by Aboriginal or Torres Strait Islander peoples under their traditional laws and customs, and which are recognised by the common law. Native title was first accepted into the common law of Australia by the High Court of Australia's decision in Mabo (No 2) in 1992.

Australian law recognises that, except where native title had been wholly extinguished by the historical grant of freehold, leasehold and other interests, native title exists where Aboriginal people have maintained a traditional connection to their land and waters substantially uninterrupted since sovereignty. The rights and interests vary from case to case but may include the right to live and camp in the area, conduct ceremonies, hunt and fish, build shelter, and visit places of cultural importance. Some native title holders may also have the right to control access.

Australian law also requires that native title approval be obtained before mining applications can commence.

All of the project tenements are within the boundaries of native title claims (both registered and unregistered) and/or native title determinations. Registered native title claimants and holders of native title under the determinations are entitled to certain rights under the Future Act Provisions in respect of land in which native title may continue to subsist. Iris may be liable to pay compensation to the determined native title holders for the impact of a tenement on native title. The amount of compensation will be determined in accordance with the Native Title Act, 1993 (NTA) and will be affected by the specific circumstances of each case.

Optiro is satisfied that all granted tenements are valid under the NTA. Iris will, however, be required to negotiate and enter into new native title and heritage agreements with the native title holders as well as pay them compensation as required under the NTA.

2.4. RESPONSIBILITY FOR THE INDEPENDENT TECHNICAL REPORT

This report was prepared by Mr Ian Glacken (Principal), and was reviewed by Mr Jason Froud (Principal), both of Optiro.

This report has been prepared in accordance with the guidelines of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, 2012 Edition (the JORC Code) and the Australasian Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets, 2015 Edition (the VALMIN Code).

In developing its technical assumptions for the report, Optiro has relied upon information provided by Iris and its consultants, as well as information obtained from other public sources. The material on which this report is based includes internal and open-file project documentation, technical reports,

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drill hole and other exploration databases. Iris has provided to Optiro the drilling and sampling data and other information generated by previous owners of the project areas.

Optiro has independently reviewed all relevant technical and corporate information made available by the management of Iris, which was accepted in good faith as being true, accurate and complete, having made due enquiry of Iris. Optiro has additionally sourced publicly available information relative to Iris’s mineral assets.

Optiro has not completed a site inspection of the properties. The projects are at an early stage of assessment and it was considered that a site visit was unlikely to reveal any information or data that is material to this Report. Optiro is satisfied that sufficient information was available to make an informed evaluation. The author and reviewer have worked extensively in the Eastern Goldfields and has sufficient experience which is relevant to the style of mineralisation, type of deposit under consideration and to the activities being undertaken.

3. KOOKYNIE PROJECT

3.1. INTRODUCTION AND TENEMENT DESCRIPTION

Iris’s tenements at its Kookynie Project sit to the north and southwest of the historic Kookynie mining centre, situated approximately 200 km to the north of Kalgoorlie. The main Kalgoorlie to Leonora road sits 6 km to the west of the westernmost tenements and a permanent gravel road to Kookynie and northwards provides good access to the tenements.

The Kookynie area is characterised by a ferricrete plateau with a system of braided alluvial fans to the east. Transported soils and laterite cover are prevalent across the entire area. The main land use is as a pastoral station with grazing activities.

Seasons are characterised by hot summers and wetter, cooler winters. Maximum temperatures exceed 45°C in summer dropping close to zero in the winter. Vegetation is typically sparse and consists of bushes with larger trees/shrubs along watercourses and alluvial plains.

Iris’s tenements in the region (Figure 3.1) can be divided into three groups:

the Kookynie South Project, which encloses the historic Gladstone Mine, currently held by Genesis Minerals Ltd
a small group of tenements, approximately 4 km to the southwest of the Kookynie township, which includes the Lily prospect
a large group of tenements to the north and northwest of Kookynie (Kookynie North), comprising approximately 27 km[2] of ground and containing numerous historical mining operations.

The tenements comprise 20 prospecting licences, two exploration licences and one mining lease (M40/336) and are shown in Figure 3.1. One of the prospecting licences (P40/1535) is yet to be granted, pending native title advertising. One exploration licence, E40/270, sits approximately 20 km to the west of the main Kookynie North tenements, and is not the immediate focus of Iris’s exploration. Iris’s total tenement holding, including pending tenement grants, is approximately 35.5 km[2] .

Optiro notes that a significant portion of the mineral exploration completed at the Kookynie Project is historical and records are often incomplete. Drilling and sampling results reported in this report refer to results taken from exploration reports lodged by previous explorers over the prospects which are available on the West Australian Geological Survey WAMEX online database. Sampling may not be representative but Optiro considers the results are indicative of the prospectivity of the area.

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3.2. GEOLOGY AND MINERALISATION

Iris’s Kookynie Project lies within the Norseman-Wiluna greenstone belt of the Eastern Goldfields Province of the Yilgarn Craton, an area of prolific gold mineralisation and production. The project area is located on the Melita and Yerilla 1:100,000 geological map sheets which were generated in the 1980s and 1990s by the Geological Survey of Western Australia (GSWA).

The Kookynie area itself contains many historic gold production areas. Iris’s project area sits within two major regional shears – the Mount George shear to the west and the Keith-Kilkenny Lineament to the east. The Iris tenements are located within the Niagara Domain of the Keith-Kilkenny Tectonic Zone. The southern group of tenements are located within and around the Niagara Gabbro Complex, while the northern group of tenements are on mafic volcanics with relatively small monzogranite and syenite intrusions (Figure 2.1). Many of Iris’s target prospects, such as Treasure-Whale and O’Shea, sit within granitic and syenitic rocks, while the other main association is gabbros and basalts.

The project tenements largely lie within east-west trending stratigraphy to the north of the Muliberry Granitoid (to the south of Figure 2.1), although the local strike of many of the prospects is predominantly to the northeast.

The Kookynie area, both within and external to Iris’s tenements, hosts a large number of gold occurrences which have been mined over 130 years. Records show that more than 600,000 ounces of gold have been produced from the Kookynie area since the 1890s, with the largest historical producers being the Cosmopolitan, Altona and Champion mines (not on Iris’s tenements). The most recent production (in the 1990s and 2000s) was sourced from the Ulysses, Orient Well, Admiral, Butterfly and Puzzle deposits.

Three broad styles of gold mineralisation have been described by Witt (1984):

Gold mineralisation associated with differentiated mafic sequences: mineralisation of this style is associated with pyrite-rich quartz veins hosted within north to northeast dipping structures cross-cutting favourable mafic lithologies such as differentiated dolerite sills. This mineralisation style is very common within the Eastern Goldfields, the Golden Mile being the type example. This style of mineralisation is seen at the Admiral and Butterfly deposits. Of the prospects on Iris tenements, the Lilly and Rise and Shine prospects are both hosted within mafic rocks.
Gold mineralisation associated with granite: Granite is an important host for gold mineralisation in the Kookynie region; the gold deposits in and around the Kookynie townsite are largely hosted within the Puzzle monzogranite. These deposits appear to be controlled by north to east-northeast trending structures or are associated with the contact between granites and adjoining mafic or volcaniclastic rocks. Examples of this style of mineralisation include the Altona and Cosmopolitan mines, which sit close to the Kookynie township and to the south of the Iris northern tenement group. The Cosmopolitan mine produced 312,000 oz gold up to 1914. Key Iris prospects which are hosted in granitic and syenitic rocks are the Treasure-Whale and O’Shea prospects.
Gold mineralisation associated with quartz vein stockworks: this style of mineralisation sees large tonnage but low grade deposits where the gold is associated with pyrite-rich quartz stockwork zones with minimal associated wallrock alteration, often hosted in rhyolites or felsic rocks. The principal producer with this style of mineralisation in the Kookynie area is the Orient Well mine, which sits immediately to the north of the northern group of the Iris tenements.

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Figure 3.1 Summary of Kookynie Project tenements and gold occurrences (source: Iris)

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Witt (1994) reports a minimum of 508,000 ounces of historic gold production from the main mines in the Kookynie area, with an average recovered grade of 16.4 g/t gold. Significant production on the Iris tenements is summarised in Table 3.1. Total recorded historical production over the Iris tenements is approximately 23,300 ounces gold.

Table 3.1 Significant gold production from Iris tenements (source: WAMEX and Mindex)

Iris-held tenement	Mine name	Production(t)	Grade(g/t)	Gold(oz)
P40/1333 P40/1334 P40/1334 P40/1334 P40/1413 P40/1494 P40/1471	Britannia Whale Treasure Ballarat Rise and Shine Eureka Lily	16,206 1983 587 730 622 696 650	25.6 40.8 29.3 28.7 26.5 26.0 63.8	13,840 2,600 554 673 529 581 1,333

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3.3. PROSPECT GEOLOGY AND MINERALISATION

LILY PROSPECT

The Lily prospect is centred on tenements P40/1471, which is enclosed by P40/1489, both held by Iris. The regional location of Lily is shown in Figure 3.1 and Figure 3.2 shows the local geology and drilling, both on and around Iris’s ground. The Lily prospect is located within the Niagara Gabbro Complex and is associated with a northeast striking shear zone. The Niagara Gabbro is a layered complex comprising interleaved gabbronorite and gabbroic anorthosite, dolerite and diorite units. Tarmoola Australia Pty Ltd (1998) report that the Lily prospect is hosted as quartz veins in weathered dolerite. Figure 3.2 also shows the trace of the historic Kathleen workings which extend onto the southern portion of P40/1489.

Figure 3.2 Location and drilling at the Lily prospect (source: Iris)

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Although Lily recorded historical production of around 1,300 ounces gold, much of the recent work has been carried out by Mount Edon Gold Mines NL (Mount Edon) during the 1980s, during which time costeaning returned up to 6 m at 3.17 g/t gold, and 22 shallow drillholes (RAB) returned up to 2 m at 4.65 g/t gold. A map of the Lily site workings and costeans, all on lease P40/1471, is presented in Figure 3.3, along with a conceptual gram-metre contoured long section based upon known drilling. Mount Edon also carried out an evaluation of Lily based upon the trenching and drilling to date, which resulted in a small historical mineral estimate. This estimate has not been reported in accordance with the JORC 2012 reporting code and Iris has plans to review this estimate after listing.

Kookynie Resources NL carried out a three hole programme RC drilling at Lily in 1999, and while two of the holes were drilled in the wrong direction, they confirmed the west-dipping nature of the Lily structure.

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Laconia Resources Ltd (Laconia) carried out an RC programme at Lily in March-April 2011. This was accompanied by insertion of quality control standards (certified reference material) and Laconia reports that the standards confirmed the integrity of the fire assaying. Six Laconia holes were drilled at Lily, designed to target both known reefs (the footwall and the hangingwall reefs). Laconia also reported that a heritage survey confirmed that its drilling would not impact any known heritage sites within the Lily area. Despite generating intercepts of mineralisation, the spear sampling of the RC cuttings was not deemed to be of sufficient quality and Laconia resampled the reject piles using a riffle splitter during its 2012 exploration campaign. The assays returned by Laconia were noted to be much improved, and these are the results used in the Iris work.

Iris has generated a long section contour map of gram-metres (gold metal) generated from the drilling at Lily (Figure 3.3), accompanied by two cross-sections which look towards grid northeast (Figure 3.4). These cross-sections show supergene gold near the surface with up to two southeast-dipping mineralisation shoots, with the best intersection being 8 m at 9.01 g/t gold in hole RC353. Apart from the Laconia holes, drilled in 2011, the drilling at Lily should be considered historical and would need to be confirmed by drilling using modern technology and accepted QAQC measures. Nonetheless, Optiro considers that the Lily prospect shows considerable merit for further extensions to the mineralisation down dip and along strike.

Figure 3.3 Local infrastructure, old workings and long section at Lily (source: Iris)

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Figure 3.4 Cross-sections A-A’ and B-B’ at Lily from Figure 3.3 (source: Iris)

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RISE AND SHINE

The Rise and Shine prospect is centred on Iris tenement P40/1413, with workings extending into the surrounding P40/1385 prospecting licence. Historical mining commenced in 1898 with mineralisation won from quartz veins at shallow depths. Between 1902 and 1906 production of 622 tonnes for 532 ounces gold was recorded, excluding an unknown amount of gold won from alluvial or surficial workings.

The regional geology of Rise and Shine is shown in Figure 3.1 and the location of sampling, coloured on peak downhole gold grade, is presented in Figure 3.5. The prospect area sits on the GSWA 1:100,000 Melita map sheet.

Most of the gold mineralisation in the Rise and Shine and Treasure-Whale areas (see below) occurs in quartz veins or stockworks containing free gold with minor associated pyrite. The local Rise and Shine workings on tenement P40/1413 are on relatively flat, southerly-dipping, east to northeast-striking quartz veins and stockworks, as shown by the line of holes in Figure 3.5. The relatively flat southern dip is thought to be common with Treasure-Whale to the southeast of Rise and Shine (see below).

Soil samples were taken over the Rise and Shine workings and further afield by Britannia Gold Ltd (Britannia) in 1994. The same programme included the sampling of old dumps and the drilling of 13 RAB holes to 5 m depth. The following year (1995), Britannia carried out a more targeted, deeper RAB programme comprising 43 holes totalling 1,131 metres (Britannia, 1995). Significant assay results were encountered in 11 holes. Samples were composited generally over four metres. One initial result, RS14R, returned 4 m at a grade of 164 g/t gold. Britannia made a decision to re-sample and reassay most of the significant intersections from one metre splits rather than the four metre composites. Most of the re-assays compared well with the original composites; however, the bonanza intersection in RS14R was not verified in the one metre sampling, and the four one-metre assays over the original 164 g/t intercept averaged 1.3 g/t. Other resampled intercepts from the RAB drilling included 4 m at 10.6 g/t (RS5R), 2 m at 5.6 g/t (RS13R), 17 m at 2.09 g/t (RS7R), 3 m at 7.4 g/t (RSW13R) and 2 m at 4.05 g/t (RS24R).

Britannia was sufficiently encouraged to carry out follow up RC drilling in September 1995, with 19 holes for 937 m being drilled. Britannia concluded that the RAB and follow-up RC drilling was inconclusive, but noted firstly that much of the area covered by the old workings had yet to be tested, and secondly that future exploration should comprise 1 m RC samples.

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Iris has generated a conceptual grade model from the Rise and Shine drilling using grade interpolants in Leapfrog software. This is designed to indicate the potential for flat-lying, low-grade disseminated mineralisation. The location of a section through this model is shown on Figure 3.5, and the east-west cross-section, looking north, is shown on Figure 3.6.

Figure 3.5 Local drilling at Rise and Shine showing maximum downhole gold (source: Iris)

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Figure 3.6 Rise and Shine conceptual grade shell modelling – section line A-A’ in Figure 3.5 (source: Iris)

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TREASURE-WHALE

The Treasure and Whale prospects straddle Iris tenements P40/1333 and P40/1334 (Figure 3.7). Historical production was won from a number of sources on both P40/1333 and P40/1334, with the main sources being the Britannia mine (13,840 oz produced) and the Whale operation (2,600 oz produced). Total historical production from P40/1333 is recorded as 14,308 ounces and from P40/1332 production is 4,320 ounces.

Geologically, both leases are dominated by acidic rocks, principally a biotite monzogranite and a syenite. Mafic volcanics are noted to the east of P40/1333 and to the northwest of P40/1334. A dominant regional structure is oriented to the northeast; these are termed D3 in terms of the local structural synthesis (Crucible, 2010) and the majority of prospective mineralisation in the TreasureWhale area is associated with northeast-trending structures in the acidic rocks. Mineralisation at the eastern end of tenement P40/1333 is associated with a north-south structure, and to the south of the tenements (not on Iris ground) this hosts the historic Champion and Batavia projects.

Much of the modern-day exploration at Treasure-Whale was conducted by Mount Edon, including vacuum drilling, rock chip sampling, costeaning and RAB drilling. The best intersection from the Mount Edon drilling (at Treasure) was 6.5 m at 2.67 g/t gold (Mount Edon, 1995). Mount Edon also reportedly drilled nine vertical diamond drill holes in 1985 around the Treasure mine workings. Mount Edon reports that narrow zones of significant gold mineralisation were noted in quartz veining within a chlorite-sericite schist.

Following the diamond drilling in 1985, in 1987 Mt Edon drilled 17 RC holes at Treasure for a total of 450 m to follow up mineralisation from the diamond drilling, costeans and RAB drilling. Mount Edon identified a narrow zone of northeast trending gold mineralisation from this RC drilling. A further three RC holes were drilled at Treasure West, and in 1991 Mt Edon drilled 11 vertical RC holes, for a total of 330 m, at Whale and other prospects. The best result, in hole W05, was 2 m at 2.36 g/t gold associated with quartz veins hosted in granite. Hole RC75 contains 1 m at 27.6 g/t gold.

Figure 3.7 Location of Treasure and Whale prospects, leases and bedrock geology (source: Iris)

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Drilling which has been captured at the Treasure-Whale prospects in the Iris database comprises 42 holes. This comprises:

9 diamond drillholes (all historical)
19 RC holes (predominantly historical)
22 RAB holes (of which 6 are historical).

The majority of the modern day RAB, RC and diamond holes are from the Mount Edon exploration described above.

Figure 3.8 Treasure and Whale long section as referenced in Figure 3.7 (source: Iris)

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O’SHEA

The O’Shea prospect is found on PL P40/1494 and is also hosted in felsic rocks (Figure 3.1). There are two dominant shear zones on the tenement, trending northeast, within a monzogranite. These have been identified as regional D3 structures and are interpreted as the extension of the same structures hosting the Lily mineralisation to the southwest (Crucible, 2009).

The O’Shea prospect has seen modern-day exploration since 1984, including 150 vacuum drilling holes, costeaning, mapping, and RAB drilling. Four RC holes were drilled by Mt Edon in 1986, followed by a further six RC holes between March and September 1987. These holes intersected the aformementioned north-northeast trending mineralisation in the granite. The best results (Mt Edon, 1996) were 4 m at 8.01 g/t gold (RC82). A further four RAB holes were drilled at O’Shea by the Tarmoola JV in 2003 (Kookynie Resources, 2003); the best result from this small campaign was 2 m at 1.46 g/t gold.

THOWELL WELL

Iris’s Thowell Well prospect sits on tenement P40/1379 (Figure 3.1) and lies to the southwest of, and on a similar structural trend to, the historic Champion Mine. Thowell Well is hosted in granitic rocks

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on a contact with mafic volcanics, and has been explored by a number of parties, including Consolidated Gold, which drilled 146 RAB holes at the prospect. Nine of the holes recorded assays over 1 g/t gold, with the best intersection being 5 m at 2.11 g/t (Altona, 2004). Iris intends to conduct exploration at Thowell Well.

GLADSTONE AREA

The southernmost group of Iris’s Kookynie tenements (Figure 3.1) surround the historic Gladstone mine. The Gladstone mine has historical recorded production from a number of shafts and workings of 9,867 t for 6,270 ounces gold. Mt Edon (1984) reports that the Gladstone workings exploit a quartz lode with a mined strike length of over 600 m. The quartz lode strikes to the north-northeast and dips to the southeast. The Iris tenements cover any potential southwestern extension to the Gladstone mineralisation and the northeastern projection of the Gladstone trend.

3.4. SIGNIFICANT DRILL INTERCEPTS

Significant drill intercepts that have been captured to date from Iris’s Kookynie tenements are noted in Table 3.2. All intercepts are down hole. The relationship between down hole and true width of the intercept is not known.

Table 3.2 Significant drill intercepts (>1 g/t), Kookynie Project (source: Iris, various public reports)

Drill hole	From(m)	To(m)	Interval(m)	Gold(g/t)	Prospect
DH25 KRC004 LRC1 NGRC09 NGRC11 NGRC12 RC345 RC346 RC350 RC350 RC351 RC352 RC353 RC354 RC410 RC412 RC413 RC415 RC416 RC417 RC418 RC421 RC62 RC69 RC70 DH46 RC82 RS13R RS14R RS18R RS23R RS24R RS31R RS5R RS6R RS7R	31 38 20 54 20 48 16 18 30 33 31 18 20 24 32 0 41 20 36 25 41 25 8 18 12 37 43 19 17 12 4 2 34 32 28 28	32 40 22 60 24 50 19 22 31 35 34 20 30 29 33 2 45 31 38 28 42 26 10 20 14 42 47 21 21 20 7 4 38 36 32 45	1 4 2 6 4 2 3 4 1 2 3 2 10 5 1 2 4 11 2 3 1 1 2 2 6 5 4 2 4 8 3 2 4 4 4 17	2.45 2.18 1.34 2.25 1.77 2.66 2.06 1.13 1.58 8.28 1.37 2.8 8.07 1.05 8.84 2.18 1.01 2.63 12.14 1.41 1.38 1.63 3.7 2.25 1.91 1.01 8.01 5.6 1.3 2.92 1.85 4.05 1.9 10.6 2.62 2.09	Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily O'Shea O'Shea Rise & Shine Rise & Shine Rise & Shine Rise & Shine Rise & Shine Rise & Shine Rise & Shine Rise & Shine Rise & Shine

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Drill hole	From(m)	To(m)	Interval(m)	Gold(g/t)	Prospect
RS9R RSW12R RSW13R RSW14R KRRB263 KRRB263 (incl.) KRRB200 KRRB194 KRRB226 DDH1 DDH2 DDH7 DH10 DH12 DH4 DH5 DH6 W005 RC369 RC373 RC375 RC72 RC73 RC75 RC76	38 27 16 25 18 18 35 31 8 33.5 17.5 24.5 19 31 27 25 12 30 28 20 7 19 18 25 18	47 29 19 27 24 19 44 35 11 36.3 26.4 24.82 20 32 28 32 14 35 29 21 8 20 21 26 19	9 2 3 2 6 1 9 4 3 2.8 8.9 0.32 1 1 1 7 2 5 1 1 1 1 3 1 1	1.3 3.6 7.4 2.53 4.30 22.00 1.11 1.27 1.2 2.15 1.92 15.8 1.17 1.38 1.21 2.73 1.76 2.36 4.64 1.99 2.05 2.46 6.09 27.6 4.98	Rise & Shine Rise & Shine Rise & Shine Rise & Shine Thowell Well Thowell Well Thowell Well Thowell Well Thowell Well Treasure/Whale Treasure/Whale Treasure/Whale Treasure/Whale Treasure/Whale Treasure/Whale Treasure/Whale Treasure/Whale Treasure/Whale Treasure/Whale Treasure/Whale Treasure/Whale Treasure/Whale Treasure/Whale Treasure/Whale Treasure/Whale

3.5. CURRENT EXPLORATION AND MINERALISATION POTENTIAL

Despite the extensive historical and modern-day exploration and production in the Kookynie area, there has been little modern exploration since 2000 in and around the Iris tenements. Historical production records many small mines which were active from the 19[th] to the early 20[th] century, with production mostly from underground at what today are very high grades.

Many of Iris’s tenements sit adjacent to historical or more recent producers, such as Orient Well (immediately to the south of Iris ground) and Gladstone, which is partially enclosed by Iris tenements.

Iris has identified a number of historical prospects on its leases which are either under-explored or open along strike, down-dip or down plunge. Iris considers that its main prospect in the Kookynie area is Lily, with encouraging drilling, predominantly by Mount Edon, which merits follow-up exploration. The Iris mineralisation appears to be open down dip and along strike (see Figure 3.3) and has not been exploited at depth. The Rise and Shine prospect offers the potential for flat-lying, stockwork mineralisation which may be economic under current conditions, and the Treasure-Whale area has been extensively drilled with widespread high grade historical production.

4. LEONORA PROJECT

4.1. INTRODUCTION

The Leonora project is located approximately 240 km north of Kalgoorlie and 60 km northeast of Leonora (Figure 2.1). Iris’s Leonora project tenement package comprises approximately 71 km[2] across 41 prospecting licences. The project consists of two groups of contiguous tenements, the Chain Bore project to the north and the Little Dipper project to the south (Figure 2.1), along with two non-core tenements. The total annual minimum expenditure commitment is currently A$287,840 (excluding tenements yet to be granted).

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Access to the project is from the sealed Leonora – Nambi road via an east turn at Mertondale onto a dirt road that heads due east. Access within the tenements is via station tracks; however, dense vegetation and terrain can restrict vehicle movement, especially in wet weather

The arid to semi-arid climate has extremes in temperature from an average minimum in winter of 5˚ to an average maximum in summer of 35˚ with occasional days up to 46˚. Precipitation averages at 200 mm per annum. The project area comprises gently undulating terrain with an overall slope and drainage direction to the south. The terrain is generally covered with mulga scrub but lower-lying areas are dominated by bluebush and saltbush. The pastoral holding to the area is Mertondale Station, now incorporated into Clover Downs Station located west of Leonora.

Optiro notes that a significant portion of the mineral exploration completed at the Leonora Project is historical and records are often incomplete. Drilling and sampling results reported in this report refer to results taken from exploration reports lodged by previous explorers over the prospects which are available on the West Australian Geological Survey WAMEX online database. Sampling may not be representative but Optiro considers the results are indicative of the prospectivity of the area.

4.2. REGIONAL GEOLOGY

The Leonora project area is located in the Kurnalpi Domain of the Eastern Goldfields Province of Western Australia, immediately adjacent to the Mertondale Shear Zone. This is a deep structure that links the Celia Lineament to the north and the major Keith-Kilkenny tectonic zone further south, which hosts Iris’s Kookynie tenements. Rock types are dominated by pillow basalts, intercalated with felsic to intermediate volcanic, volcanoclastic and ultramafic rocks. These supercrustal rocks have been intruded by gabbro-dolerite sills, dykes and granitoids. The regional geology of Chain Bore tenements and the Little Dipper tenements of the Leonora group is presented in Figure 2.1.

The elongated and fault bound granite- greenstone terrain is structurally very complex, with extensive folding and faulting. Major northerly-trending faults and associated east-west spays are present throughout. The major regional fold is the Benalla Anticline, which has a north-south trending, south plunging fold axis (Legendre, 2014). The major regional shear feature is the north-south trending Webster Well Fault Zone that is up to 2 km wide. Regional metamorphism is mid to upper greenschist facies.

4.3. PROSPECT GEOLOGY AND MINERALISATION

4.3.1. GEOLOGY

The Leonora project tenements lie on the western limb of the Benalla anticline which has been overturned, with most rock units dipping to the east with a northwest strike. The rock sequence comprises Archaean felsic to intermediate volcaniclastics intruded by a series of dolerite and gabbroic sills of the Murrin Murrin Greenstone group. Late-stage faulting postdates the anticline and offsets the stratigraphy, (Kubale, 2018).

Within the project area, transported and residual regolith of soil, calcrete and strongly laterised coarse scree of ironstone material, quartz and banded iron formation largely conceals the bedrock. The depth of weathering is variable, ranging from approximately 10 m to 65 m, and averaging about 35 m depth.

4.3.2. CHAIN BORE

Iris’s Chain Bore tenements sit to the east and south of Kin Mining’s Mertondale Project, with recently drilled mineralisation. The Chain Bore project is located on the western limb of the Benalla Anticline in a structurally complex zone between the Keith-Kilkenny and Celica Tectonic Lineaments.

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Interpreted bedrock geology suggests that on the western side of the project the felsic volcanic sequence has been intruded by a north-northwest striking gabbro-dolerite unit. The remainder of the tenement area appears to be underlain by felsic volcanics and volcanoclastic sediments. The local geology is not well constrained due to deep cover, isolated outcrop and lack of drilling at depth. The interpreted geology underlying the Chain Bore tenements is presented in Figure 4.1, along with Iris’s tenement holding in the area.

Regolith materials appear transported and are predominately quartz feldspathic sands and gravels derived from nearby granites and quartz pisolite gravels (Guy, 2020).

There are a number of areas of historic workings for gold on the Chain Bore tenements; additionally, there are numerous proximal gold deposits on adjacent tenements that are fracture-controlled and hosted by either quartz vein sets or by alteration haloes around the veins, which have been described as laterogenic and structurally controlled. Iris’s primary exploration target at the Chain Bore project is the identification of shear-hosted gold mineralisation within the northwesterly trending structures which cross the tenements.

There are a number of soil sampling anomalies across the Chain Bore project, with three geochemical anomalies followed up by RAB and RC drilling, namely the Cudi Bore prospect, Roodoo prospect and the Crowstoe/Emupek prospects.

The Cudi Bore gold geochemical anomaly is located in the southern portion of the Chain Bore tenements and has gold mineralisation within haematite-altered quartz veining associated with a gabbro unit intruding the felsic volcanic sequence. Deeper RC drilling intersected medium- to coarsegrained gabbro and fine-grained dolerites below approximately 50 m of saprolite quartz feldspar porphyry. Disseminated sulphide mineralisation was noted in several of the deep holes; however, they did not contain any gold mineralisation (Guy, 2020)

At the Crowstoe/Emupek prospect anomalous gold in auger and rock chip sampling occurs within quartz veining, with strong limonite/goethite alteration in fine grained felsic to intermediate volcanics. Gold anomalism was noted from limited RAB drilling. Mineralisation appears to strike northeast and dips approximately 60˚ to the southeast.

The Roodoo Prospect is situated to the east of a north-northwest striking gabbro/dolerite unit intruding the felsic sequence. Gold mineralisation is also associated with quartz veining associated with shearing in fine grained felsic volcanics.

Modern exploration over the Chain Bore area commenced in the 1970s with explorers looking for nickel sulphide, base metal and asbestos mineralisation. Since the mid-1980s, the emphasis has been on gold exploration and more recently laterite hosted nickel exploration (Guy, 2020). The original holder of the Chain Bore tenements, D.J. Pike from Leonora, carried out surface bulldozing, metal detecting, dry-blowing and rehabilitation during 1992 to 1993.

The tenements were then purchased by GME Resources NL (GME) in late 1993. GME explored the tenements using colour aerial photography, gridding, reconnaissance, soil and chip sampling and a low level aeromagnetic geophysical survey. Early reconnaissance was followed up by detailed soil sampling (1,333 gold samples), including seven rock chip samples over fourteen identified geochemical anomalies.

RAB drilling by GME of 64 holes for 2,095 m to test seven soil and rock chip anomalies was undertaken. A rock chip sample of 2.6 g/t gold, taken over a soil geochemical anomaly of 75 ppb gold, returned the highest RAB intercept of 4 m grading 1.8 ppm gold between 42 m and 46 m in hole MTD 07. No further follow-up work has been undertaken on this geochemical target.

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Figure 4.1 Chain Bore project tenements with underlying local geology and significant intersections (source: Iris)

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In 1994 and 1995, Legendre and Associates undertook regional soil sampling north of Cudi Bore and delineated north-northwest trending gold anomalism associated with the gabbro sills. These geochemical anomalies were followed up by Normandy Exploration Pty Ltd in 1996 and 1997 (Guy, 2020). Work included geophysical interpretation, rock chip and infill BLEG soil sampling. Drilling targets were identified as elevated gold in soil responses in association with strong cross-cutting demagnetisation structures within the gabbro/dolerite sills. The targets were tested by 68 RAB holes and 11 RC holes, which returned anomalous mineralisation, including 4 m at 2.26 g/t gold in MLB49 and 2 m at 6.32 g/t gold in MLB51.

In 1996, GME drilled five RC percussion holes for 398 m to test five aeromagnetic highs in the south of the project area. Drilling encountered deeply weathered mafic lithologies including basalt, dolerite and possible gabbro, with some minor greenschist alteration in places. Minor to rare quartz veining was noted in each hole, with only one hole presenting significant veining (MD4); however, no significant assays were returned (Wilson, 1998).

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During 2005 and 2006, Independence Group NL (now IGO Ltd) undertook geological mapping, 62-line ground magnetic surveying and rock chip sampling. Auger drilling identified broad gold anomalies which were followed up by targeting of shear-hosted mineralisation within geochemical anomalies by RAB drilling. RAB drilling identified several low-order anomalous zones on the project area under the easternmost anomaly. RAB drilling also defined Crowstoe and Emupek anomalies, returning drill intersections up to 30 m at 2.14 g/t gold in CUB014 and 9 m at 2.32 g/t gold in CUB019 (composite intercepts).

The original intercept in CUB014 at the Crowstoe prospect was followed up with a scissor hole (CUB045) which confirmed an easterly dip to the quartz veining and returned an intercept of 3 m at 7.0 g/t gold. It appears that the depth extent of the mineralisation is limited, with further holes (CUB015 and CUB046) returning narrow low-grade intercepts of 1 m at 0.33 g/t gold and 1 m at 0.68 g/t gold. Low-grade gold mineralisation was intercepted 30 m along strike, returning 3 m at 0.68 g/t gold from CUB055.

The original intercept in CUB019 at the Emupek prospect was followed up 10 m along strike with CUB055 retuning low grade mineralisation, including 8 m at 0.55 g/t gold and 14 m at 0.29 g/t gold in CUB078.

A single RAB drill traverse by IGO in 2005 to 2006 intersected gold mineralisation associated with quartz veining at the Roodoo prospect. Intercepts include 24 m at 0.52 g/t gold (CUB043), 5 m at 0.39 g/t gold (CUB 030) and 2 m at 0.47 g/t gold.

4.3.3. LITTLE DIPPER

The Little Dipper tenements comprise the southern group of leases within Iris’s Leonora Project and contain basalts, dolerites and gabbros, with narrow (1 m to 10 m) wide chert units. The Benalla Anticline is dominated by a regional northeast trending and plunging syncline, as defined by the chert units in outcrop which contain numerous parasitic folds. Rocks have been subject to several periods of weathering and erosion, resulting in a complex regolith profile. Local interpreted geology underlying the Little Dipper tenements, along with Iris’s ground holding, is presented in Figure 4.2. The peak gold intersections over the Iris tenements are highlighted in Figure 4.3. The tenements have the potential to host along-strike continuations of Golden Mile Resources Ltd’s Benalla project (to the north and east), with four prospect areas currently being explored by Golden Mile Resources.

Historical mining over the Little Dipper tenements has been reported over five deposits with past production provided in Table 4.1.

Table 4.1 Little Dipper area historical production (source: Jubilee Gold Mines)

Name	Tonnes	g/t Au	Ounces	Period
May Queen Brilliant Triumph Triumph Extended Narcissus	74.47 38.36 34 15 19	22.9 3.6 26.5 8 46.2	54.7 4.5 30.0 3.9 28.2	1899 1899 1899 1899 1898
TOTAL	180.8	20.9	121.3

Previous exploration completed by Jubilee Gold Mines NL (JGM) in 1994 delineated a small historical resource estimate (Little Dipper) of at a depth of 15 m to 35 m along a strike length of 125 m. The mineralisation remains open down dip and possibly laterally. This estimate has not been reported in accordance with the JORC Code2012 and Iris plans to review this historical estimate after listing.

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Figure 4.2 Little Dipper Project tenements with underlying local geology (source: Iris)

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The Little Dipper mineralised structure is a flat-lying quartz veined basalt which dips 20˚ to the east southeast. The structure has a consistent infilling of white bucky quartz with a thickness from 2 m to 4 m, displaying gold grades both above and below the quartz. JGM reports that the presence of quartz does not imply that gold will be present. Manganese concentrations locally occur with quartz, above the base of oxidation (Cooke and Williams, 1994). Drilling has identified that the quartz pinches and swells, as does the mineralisation, although they are not correlated. Occasional supergene was identified above the main zone.

The Little Dipper Project has had historical RAB and RC drilling of approximately 100 holes for 3,000 m. Modern exploration over the Little Dipper project dates from the early 1990s and consisted of geological mapping, soil sampling and shallow RAB and RC drilling of selected targets by JGM (Sullivan, 2020). 67 RC holes and 47 RAB holes were drilled prior to 1996 over four areas (North, East, West and Little Dipper prospects).

The Little Dipper prospect was delineated by RC drilling in 1995 and has seen no subsequent followup work. RC drilling at Little Dipper is generally on a 12.5 m by 12.5 m spacing over a strike length of 125 m, conducted over two RC programmes in in 1994 by JGM. RC drilling did not intersect fresh rock and assay analysis was by Aqua Regia on 25g charges.

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Figure 4.3 Little Dipper project (inset) showing peak downhole gold (source: Iris)

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The conclusion by JGM (Cooke and Williams, 1994) is that the Little Dipper mineralisation is sub horizontal and that higher grades are independent of the weathering status of the host basalt. The prospect remains open at depth and along strike (Figure 4.4 to Figure 4.6) and it is unknown if fresh rock is likely to host higher grades than the intersections encountered in the weathered material.

Work on the Northern, Western and Eastern targets in the 1990s defined several other geochemical anomalies with values up to 0.5g/t gold at surface. These targets remain untested.

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Figure 4.4 Little Dipper 360610E cross section (source: Iris)

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Figure 4.5 Little Dipper 370605E cross section (source: Iris)

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Figure 4.6 Little Dipper 370620E cross section (source: Iris)

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4.3.4. RANDWICK

The Randwick project is located due east of the Chain Bore Tenement group, outside of but adjacent to the Iris tenements, and covers the historical Randwick Mining Centre. The surrounding project area is covered by leases held by Kin Mining, apart from the excised, centrally positioned Randwick Mine which has a past recorded production of 13,000 ounces gold. Mineralisation in this area is primarily hosted in quartz veining within a variety of rocks and is predominantly structurally controlled.

Local mineralisation generally relates to narrow quartz veining and stringers that generally trend northwest, and thus potentially onto the Iris ground. Mineralisation is associated with the RandwickAnglo Saxon corridor and includes the Gold Hill Mine where a historic mineral resource estimate was reported in the 1980s, a portion of which was subsequently extracted into a heap leach operation by Randwick Gold Hill Mines NL (www.kinmining.com).

4.4. SIGNIFICANT DRILL INTERCEPTS

Significant drill intercepts (greater than 1 g/t gold) that have been captured to date from Iris’s Leonora Project are detailed in Table 4.2. All intercepts are down hole. The relationship between down hole and true width of the intercept is not known.

Table 4.2 Significant drilling intercepts, Leonora Project (source: Iris, various public reports)

Drill hole	From(m)	To(m)	Interval(m)	Gold(g/t)	Prospect
CUB014 CUB014 CUB014 CUB019 CUB019 CUB030 CUB043 CUB045	20 28 42 29 37 38 32 25	22 35 43 33 38 39 36 28	2 7 1 4 1 1 4 3	15.00 4.05 1.06 4.38 1.30 1.07 1.10 7.00	Chain Bore Chain Bore Chain Bore Chain Bore Chain Bore Chain Bore Chain Bore Chain Bore

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Drill hole	From(m)	To(m)	Interval(m)	Gold(g/t)	Prospect
CUB069 KBAC18-047 KBAC18-047 (incl) MLB49 TRB28 BERC4 BERC5 BERC6 BERC12 BERC32 BERC40 BERC41 BERC41 BERC43 BERC45 BERC46 BERC46 BERC47 BERC50 BERC51 BERC52 BERC52 BERC55 BERC55 BERC57 BERC58 BERC59 BERC60 BERC61 BERC61 BERC63 BERC63 BERC64 BERC65 BERC66 BERC67	48 52 53 32 28 22 12 9 8 25 15 25 27 33 38 25 29 18 24 28 34 38 40 44 38 49 76 76 43 46 29 32 30 24 20 75	52 56 54 36 32 24 13 10 9 29 19 27 31 35 43 27 31 20 26 32 36 40 42 46 40 51 78 78 45 48 31 33 31 25 22 77	4 4 1 4 4 2 1 1 1 4 4 2 4 2 5 2 2 2 2 4 2 2 2 2 2 2 2 2 2 2 2 1 1 1 2 2	1.06 3.02 6.62 2.26 1.42 2.08 9.98 7.96 1.04 9.07 2.86 1.08 1.71 8.54 12.5 1.60 2.30 1.10 1.20 9.50 1.46 1.66 1.36 1.92 1.54 5.74 2.5 1.020 2.28 10 2.10 1.12 1.14 3.08 2.15 4.41	Chain Bore Chain Bore Chain Bore Chain Bore Chain Bore Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper

4.5. EXPLORATION POTENTIAL

The Leonora district has significant gold endowment with historical production of some 13.5 M ounces from the five largest mines. Proximal gold production in the area includes Mertondale – Mertons Reward Gold mine to the west, producing 274 Koz and the Randwick Gold mine to the east producing 7 Koz.

Iris’s Leonora project is a relatively underexplored tenement package located proximal to significant gold occurrences and workings in highly prospective terrain that exhibits a favourable structural environment for mineralisation. Exploration results to date show strong widespread gold anomalism with prospectivity for further delineation of several potential deposits.

The deep weathering profile of the region’s transported cover and lack of outcrop has concealed exploration targets and historically deterred exploration interest in the project area. However, with more recent undercover gold discoveries and advancement in exploration technologies the project area presents as prospective ground for shear-hosted gold mineralisation.

At the Chain Bore prospect there are a number of gold geochemical anomalies across the tenements that have not had any follow-up drill testing. Additionally, there are a number of more advanced gold exploration targets that have had further RAB and RC drill testing. The deeper potential of the project is largely unknown due to lack of work; however, the local geological structures are conductive to larger richer deposits which are possibly suitable for underground mining

At Crowstoe/Emupek within the Chain Bore prospect, surrounding drillholes have returned lower grade results suggesting the mineralisation may have a limited strike extent, however the gold

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anomaly may represent the surface expression of a high-grade plunging ore shoot which requires deeper drill testing.

The presence of gold mineralisation on and around the Little Dipper project, together with positive results from past exploration, demonstrates favourable settings for gold mineralisation. The delineated historical mineral estimate at Little Dipper remains untested at depth in fresh rock and along strike, and warrants follow up investigation.

In January2021, Golden Mile Resources Limited reported thick gold mineralisation drill intercepts on structures that continue through and into the adjoining Iris Little Dipper tenure. In March 2021 Golden Mile announced more thick intersections at its Benalla project, close to the Iris tenure. Strike extensions of the mineralisation intercepts correspond with Little Dipper geochemical targets and some shallow historical workings (Sullivan, 2020). These same structures host Kin’s Cardinia Hill, Helens and East Lynne discoveries further to the northwest and represent highly prospective ground for further exploration targeting.

Another important aspect of the Leonora group tenements is that they are located in close proximity to the Keith-Kilkenny Shear which controls major nickel sulphide deposits of Mt Keith, Cosmos and Leinster. With ultramafic rocks (the host to nickel suphide deposits) located in the north of the Chain Bore project, further work is warranted to identify nickel sulphide targets and to determine if drilling is warranted for ultramafic komatiite style nickel deposits.

5. WORK PROGRAMME

Iris has developed two-year exploration budgets which assume available funds from an IPO minimum raise of $6 M and a maximum raise of $7 M (Table 5.1 and Table 5.2 respectively).

The exploration funds will be expended over the Kookynie Project and over the Leonora Project, focussed on Chain Bore and Little Dipper, and comprise desktop reviews of existing data, geochemistry and aeromagnetic surveying and aircore, RC and diamond drilling, along with assaying.

Optiro has reviewed the proposed two-year budget and it is considered appropriate and reasonable for the mineralisation styles within the projects and the stage of exploration. The proposed exploration budget for the minimum raising exceeds the minimum required expenditure commitment for the Project.

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Table 5.1 Proposed work programme budget - $6 M raising (source: Iris)

Project	Item	Year 1 (A$)	Year 2 (A$)	Total (A$)
Kookynie Project	Desktop reviews Ground surveys Aircore drilling (10,000 m + 10,000 m) RC drilling (7,500 m + 7,500 m) Diamond drilling (500 m in year 2) Assaying	25,000 50,000 200,000 600,000 0 120,000	25,000 25,000 200,000 600,000 100,000 120,000	50,000 75,000 400,000 1,200,000 100,000 240,000
	Total	995,000	1,070,000	2,065,000
Leonora Project	Desktop reviews Ground surveys Aircore drilling (7,500 m + 7,500 m)) RC drilling (5,000 m + 5,000 m) Diamond drilling (500 m in year 2) Assaying	25,000 50,000 150,000 400,000 0 120,000	25,000 25,000 150,000 400,000 100,000 120,000	50,000 75,000 300,000 800,000 100,000 240,000
	Total	745,000	820,000	1,565,000
Total		1,740,000	1,890,000	3,630,000

Table 5.2 Proposed work programme budget - $7 M raising (source: Iris)

Project	Item	Year 1 (A$)	Year 2 (A$)	Total (A$)
Kookynie Project	Desktop reviews Ground surveys Aircore drilling (15,000 m + 10,000 m) RC drilling (10,000 m + 10,000 m) Diamond drilling (500 m in year 2) Assaying	25,000 50,000 300,000 800,000 0 120,000	25,000 25,000 200,000 800,000 100,000 120,000	50,000 75,000 500,000 1,600,000 100,000 240,000
	Total	1,295,000	1,270,000	2,565,000
Leonora Project	Desktop reviews Ground surveys Aircore drilling (10,000 m + 10,000 m)) RC drilling (5,000 m + 10,000 m) Diamond drilling (500 m in year 2) Assaying	25,000 50,000 200,000 400,000 0 120,000	25,000 25,000 200,000 800,000 100,000 120,000	50,000 75,000 400,000 1,200,000 100,000 240,000
	Total	795,000	1,270,000	2,065,000
Total		2,090,000	2,540,000	4,630,000

6. DECLARATIONS BY OPTIRO

6.1. INDEPENDENCE

Optiro is an independent consulting organisation which provides a range of services related to the minerals industry including, in this case, independent geological services, but also resource evaluation, corporate advisory, mining engineering, mine design, scheduling, audit, due diligence and risk assessment assistance. The principal office of Optiro is at 16 Ord Street, West Perth, Western Australia, and Optiro’s staff work on a variety of projects across a range of commodities worldwide.

This report has been prepared independently and in accordance with the VALMIN and JORC Codes and in compliance with ASIC Regulatory Guide 112. The author and reviewer do not hold any interest in Iris, its associated parties, or in any of the mineral properties which are the subject of this report.

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Fees for the preparation of this report are charged at Optiro’s standard rates, whilst expenses are reimbursed at cost. Payment of fees and expenses is in no way contingent upon the conclusions drawn in this report. Optiro will charge Iris fees of approximately A$25,000 for the preparation of this report. Optiro has not had any material prior association with either Iris or the mineral assets being assessed.

6.2. QUALIFICATIONS

The principal person responsible for the preparation of this Report, and Competent Person, is Mr Ian Glacken (Principal). This report was reviewed by Mr Jason Froud (Principal). Both Mr Glacken and Mr Froud are employed by Optiro.

Mr Ian Glacken [BSc (Hons) Geology, MSc (Mining Geology), MSc (Geostatistics), Grad. Dip (Comp), FAusIMM (CP), FAIG, CEng, MIMMM, DIC] has over 35 years of worldwide experience in the mining industry. Ian is a geologist with postgraduate qualifications in geostatistics, mining geology and computing. Mr Glacken has over 20 years’ experience in consulting, including a decade as Group General Manager of a major consulting organisation. He has worked on mineral projects and given over 300 training courses to thousands of attendees on every continent apart from Antarctica. Mr Glacken’s skills are in resource evaluation and due diligence reviews, public reporting, training and mentoring, quantitative risk assessment, strategic advice, geostatistics, reconciliation, project management, statutory and Competent Persons’ reporting and mining geology studies. He was a founding Director of Optiro.

Mr Jason Froud [BSc (Hons) Geology, Grad Dip (Fin Mkts), MAIG] is a geologist with over 25 years’ experience in mining geology, exploration, resource definition, mining feasibility studies, reconciliation, consulting and corporate roles in gold, iron ore, base metal and uranium deposits principally in Australia and Africa. Jason has previously acted as a Competent Person and Independent Expert across a range of commodities with expertise in mineral exploration, grade control, financial analysis, reconciliation and quality assurance and quality control.

7. REFERENCES

Altona Resources Ltd, 2004. Prospectus, March, 2004.

Britannia Gold Ltd, 1995. Annual report, P40/1034: Rise and Shine Project, October 1995.

Britannia Gold Ltd, 1996. Annual report, P40/1034: Rise and Shine Project, January 1996.

Buchorn, I. J., 1987. Financial Evaluation – Kookynie Project, for Mount Edon Gold Mines, April 1987.

Cooke. J., and Williams. J., 1994. Benalla Project< Leonora, WA Report to November 30, 1994, Jubilee Gold Mines N.L.

Crucible Resources, 2009. Annual report, Kookynie Project, Mining Lease 40/36, February 2009.

Guy. J and Associates Pty Ltd., 2020. Chainbore – Kaikoura Project Geological Review PL 37/9351 to PL 37/3960. For Bruce Legendre and Associates Pty Ltd.
Kookynie Resources, 2003. Annual Report for the period 1 September 2002 to 31 August, 2003, October 2003.
Kubale. G., 2018. Kurrajong Bore Project – Combined Group Annual Report – C187/2017, for the period 30 Nov to 29 Nov 2018, Chalice Gold Mines.

Laconia Resources Ltd, 2011. Annual report on Kookynie Project C161/2011, September 2011.

Laconia Resources Ltd, 2012. Annual report on Kookynie Project C161/2011, October 2012.

Legendre. B. R., 2014. Combined Annual Report for the period 1 January 2013 to 31 December 2013, Chain Bore Project.

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Mount Edon Mines Pty Ltd, 1984. First annual report, N-K Project, Volume 3, August 1984.

Mount Edon Gold Mines Ltd, 1995. Annual Report on exploration of the Kookynie Project Area, May 1995.

Mount Edon Gold Mines Ltd, 1996. Annual Report on exploration of the Kookynie Project Area, September 1996.

Sullivan, MP, 2020. Benalla Project – Summary Report, October 2020.

Witt, WK, (1994). Geology of the Melita 1:100,000 sheet – Explanatory Notes. Geological Survey of Western Australia.

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8. GLOSSARY OF ABBREVIATIONS AND TECHNICAL TERMS

Term	Explanation
abbreviations	Ft – foot, g/t – grams per tonne, ha – hectare, JV - joint venture, km – kilometre, km2– square kilometre, kt – thousand tonnes, m – metre, m3– cubic metres, M – million, Ma – million years ago, Mt – million tonnes, Moz – million ounces, oz – ounce, % - percentage, ppm – parts per million, ppb – parts per billion, t – tonnes.
chemical elements	Au –gold,Cu – copper.
aeromagnetic	A geophysical survey technique which measures the magnetic signature of rocks from an aeroplane or UAV(drone).
aircore drilling	A method that uses blades to bore a hole into unconsolidated ground. The rods are hollow and contain an inner tube which sits inside the hollow outer rod barrel. The drill cuttings are removed by injection of compressed air into the hole and brought back to the surface upthe inner tube.
alteration	A change in mineralogical composition of a rock through reactions with hydrothermal fluids, temperature orpressure changes.
anorthosite	An intrusive rock comprised almost entirelyof the mineral feldspar.
anticline	A fold in rocks with an arch shape.
Archaean	Era of thegeological time scale within the Precambrian aeon containingrocksgreater than 2500 Ma.
aqua regia	A mixture of acids used to dissolvegold-bearingsamples for assaying purposes.
auger	A screw bit used to retrieve soil or rock samples from unconsolidated material.
banded iron formation(BIF)	Iron formation that shows banding, generallyof iron-rich minerals and chert or fine-grainedquartz.
basalt	A fine-grained igneous rock consistingmostlyofplagioclase feldspar andpyroxene.
bedrock	The solid rock lyingbeneath superficial material such asgravel or soil.
calcrete	Indurated surficial material comprisingfragments cemented with secondarycarbonate minerals.
chert	A veryfinegrained sedimentaryrock composed of silica.
classification	A system for reportingMineral Resources and Ore Reserves accordingto a number of accepted Codes.
composite	An average of a series of downhole drill samples.
costeaning	Theprocess of digginga surface trench for thepurposes of mappingand/or sampling.
cut-offgrade	Thegrade that differentiates between mineralised material that is economic or not to mine.
demagnetisation	A geochemical process which results in the loss or alteration of magnetic minerals (magnetite, pyrrhotite or others)from a rock.
diamond drilling	Drillingmethod whichproduces a cylindrical core of rock bydrillingwith a diamond tipped bit.
dolerite sill	A vertical or horizontal intrusive sheet of mafic rock,often upto hundreds of metres thick.
dry-blowing	A technique for recovering dense free gold from a crushed rock using vibration and the effects of gravity, potentiallycoupled with the use of airjets.
dyke	Ageneral term for a vertical bodyof intrusive rock emplaced into older rocks.
Exploration Target	A statement or estimate of the exploration potential of a mineral deposit in a defined geological setting where the statement or estimate, quoted as a range of tonnes and a range of grade (or quality), relates to mineralisation for which there has been insufficient exploration to estimate a Mineral Resource.
feldspathic	Containinglight-coloured feldspar minerals.
felsic	Silicate minerals, magmas, and rocks which are enriched in the lighter elements such as silica, oxygen, aluminium,sodium,andpotassium.
formation	A defined interval of strata,often comprisingsimilar rock types.
gabbro	A coarse-grained mafic rock.
gabbronorite	A varietyof mafic rock with higher feldspars and lower olivine thangabbro.
geophysical survey	A survey that measures the physical properties of rock formations, commonly magnetism, specific gravity,electrical conductivityand radioactivity.
granite	A coarsegrained intrusive felsic igneous rock.
granitoid	A common and widelyoccurringtype of intrusive,felsic,igneous rock.
greenschist facies	Assemblage of minerals formed duringregional metamorphism.
greenstone belt	Greenstone belts are zones of variably metamorphosed mafic to ultramafic volcanic sequences with associated sedimentary rocks that occur within Archaean and Proterozoic cratons between granite and gneiss bodies.
haematite	An iron mineral,Fe2O3.
Heapleach	A method of extracting gold from crushed stacked rocks byleachingit with cyanide in solution.
intercept	Mineralised intersection in a drill hole.
intrusive	A rock formed when magma cools slowlybelow the Earth's surface.
JORC Code	The JORC Code provides minimum standards for public reporting to ensure that investors and their advisers have all the information they would reasonably require for forming a reliable opinion on the results and estimates beingreported. The current version is dated 2012.
komatiite	An extrusive ultramafic rock which is emplaced as viscous lava flows.
laterite	Highlyweathered subsoil or near-surface material rich in oxides of iron or aluminium,often cemented.
laterogenic	Aprocess whichgenerates laterite from near surface rocks or soils.

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Term	Explanation
mafic	Silicate minerals, magmas, and volcanic and intrusive igneous rocks that have relatively high concentrations of the heavier and darker minerals.
metamorphism	Alteration of the minerals, texture and composition of a rock caused by exposure to heat, pressure and chemical actions.
Mineral Resource	‘A ‘Mineral Resource’ is a concentration or occurrence of material of intrinsic economic interest in or on the Earth’s crust in such form, quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge. Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories.’(JORC 2012)
mineralisation	Theprocess bywhich a mineral or minerals are introduced into a rock,resultingin a valuable deposit.
monzogranite	Agranite rock containinglarge well-shaped feldspar crystals
pisolite	A rock comprised of round, pea-shapedparticles,often composed of carbonate minerals.
porphyry	A variety of igneous rock consisting of large-grained crystals, such as feldspar or quartz, dispersed in a fine-grained feldspathic matrix orgroundmass.
pyrite	Iron disulphide, (FeS2).
QAQC	Quality control and quality assurance, a system for ensuring integrity of metal assays and associated measurements.
quartz	Crystalline silica(SiO2).
RAB	Rotary Air Blast, a drilling method comprising a rotating percussive bit which generates rock chip samples generallyat shallow depths.
RC	Reverse Circulation – a drilling method where compressed air forces rock particles generated by percussive action internallyupa drillingrod,thus avoidingcontamination from surroundingrock.
reef	Ageneric term for a layer,shoot or other unit which isgenerallymineralised.
regolith	loose unconsolidated rock that sits atopa layer of bedrock
riffle splitter	A device used to split rockparticles obtained via RAB or RC drillingusing good sampling principles.
rhyolite	Extrusive igneous rocks, generallycharacterised bythepresence of large feldspar crystals.
saprolite	A soft, typically clay-rich, thoroughly decomposed rock, formed in place by chemical weathering of igneous,sedimentaryand metamorphic rocks.
scree	A slope comprised of broken rock or rubble.
scissor hole	A drillhole (RC, RAB or diamond) which intersects the path of another hole – designed to test a mineralised intercept bydrillingfrom another direction.
sediments	Loose,unconsolidated deposit of debris that accumulates on the Earth’s surface.
stratigraphy	The studyof stratified rocks,their timing,characteristics and correlations in different locations.
strike	Geological measurement – the direction of bearingof beddingor structure in the horizontalplane.
supergene	A mineral deposit or enrichment formed near the surface.
syenite	An intrusive rock comprised ofpotassium feldspar and dark minerals such as biotite.
syncline	A U-shaped fold.
Triple tube	A diamond drilling variant where an extra internal drill casing is used to preserve weathered rocks as drill core.
volcanic	An igneous rock of volcanic origin.
vein	A tabular or sheet like bodyof one or more minerals deposited in openings of fissures, joints,or faults.
weathering	The process by which rocks are broken down and decomposed by the action of wind, rain, changes in temperature, plants and bacteria.
ultramafic	Igneous rocks with very low silica content (less than 45%), generally >18% MgO, high FeO, low potassium and are composed of usually greater than 90% mafic minerals.
vacuum drilling	Drilling with an auger, assisted by extraction of rock particles by suction. An older drilling style largely replaced byRAB drilling.
VALMIN Code	The Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets, 2015 Edition. The VALMIN Code provides a set of fundamental principles (Competence, Materiality and Transparency), mandatory requirements and supporting recommendations accepted as representing good professional practice to assist in the preparation of relevant Public Reports on any Technical Assessment or Valuation of Mineral Assets. It is a companion to the JORC Code.
volcaniclastic	Relatingto or denotinga clastic rock which contains volcanic material.
Yilgarn craton	The main ancient rockplatform in Western Australia,which hosts the majorityofgold mineralisation.

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Appendix A Kookynie Project historical drilling collars

Note: these holes have all been drilled on Iris tenements or pending Iris tenements.

Drill type T3 is triple tube.

Hole ID	Type	Datum	East	North	RL	Hole depth (m)	Azimuth	Dip	Prospect or tenement
ROBR007 ROBR008 ROBR009 ROBR010 ROBR011 ROBR012 ROBR013 ROBR014 ROBR015 ROBR016 ROBR017 ROBR018 ROBR019 ROBR020 ROBR021 ROBR022 ROBR023 ROBR024 ROBR025 ROBR026 ROBR027 ROBR028 ROBR029 ROBR030 ROBR031 ROBR032 ROBR047 ROBR048 ROBR049 ROBR050 ROBR051 ROBR052 ROBR053 ROBR054 ROBR055 ROBR056 ROBR057 ROBR058 ROBR059 ROBR060 ROBR061 ROBR062 ROBR063 ROBR064 ROBR065 ROBR066 ROBR067 ROBR068 ROBR069 ROBR070 ROBR071 KRC001 KRC002 KRC003 KRC004 KRC005 KRC006 KRC007 KRC008 DH25 DH24 RC348 RC349 RC345 RC346 RC347 RC350 RC351 RC352 RC353	RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC	MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94	347887.137 347937.14 347987.143 348037.138 348087.14 348137.135 348187.138 348237.141 348287.143 348337.146 348387.149 348437.143 348687.141 348737.144 348787.147 348837.141 348887.144 348937.155 348987.15 349037.152 349087.155 349137.15 349187.152 349237.155 349287.15 352237.175 348537.149 348587.144 348637.146 348687.141 348737.144 347937.14 347987.143 348037.138 348087.14 348137.135 348187.138 348237.149 348537.149 348587.144 348637.146 348687.141 348737.144 348787.147 348837.141 348887.144 348937.155 348987.15 349037.152 349087.155 349137.15 348231 348204 348103 348180 348009 348037 348102 348007 348209 348189 348161 348178 348106 348114 348132 348191 348205 348206 348219	6761657.88 6761657.88 6761657.88 6761657.88 6761657.88 6761657.88 6761657.88 6761657.88 6761657.88 6761657.88 6761657.88 6761657.88 6760657.87 6760657.87 6760657.87 6760657.87 6760657.87 6760657.87 6760657.87 6760657.87 6760657.87 6760657.87 6760657.87 6760657.87 6760657.87 6760407.86 6758157.86 6758157.86 6758157.86 6758157.86 6758157.86 6760357.87 6760357.87 6760357.87 6760357.87 6760357.87 6760357.87 6760357.87 6760457.87 6760457.87 6760457.87 6760457.87 6760457.87 6760457.87 6760457.87 6760457.87 6760457.87 6760457.87 6760457.87 6760457.87 6760457.87 6750284 6750302 6750325 6750255 6750238 6750218 6750142 6750188 6750360 6750337 6750320 6750333 6750191 6750209 6750222 6750351 6750370 6750386 6750402	500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500	56 36 41 29 25 38 60 31 44 36 28 31 52 26 17 31 33 44 40 41 19 38 18 21 30 10 39 36 31 39 37 55 58 57 64 66 47 40 44 30 36 24 16 20 10 41 44 55 49 47 44 90 60 66 66 108 60 84 66 28 32 29 35 24 25 32 38 36 24 34	360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 300 300 300 300 300 300 300 300 300 300 360 360 360 360 360 360 360 360 360	-90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -90 -90 -90 -90 -90 -90 -90 -90 -90	E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 E40/348 Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily

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Hole ID	Type	Datum	East	North	RL	Hole depth (m)	Azimuth	Dip	Prospect or tenement
RC354 RC355 RC410 RC411 RC412 RC413 RC414 RC415 RC416 RC417 RC418 RC419 RC420 RC421 RC422 RC423 RC60 RC61 RC62 RC63 RC64 RC65 RC66 RC67 RC68 RC69 LRC1 LRC2 LRC3 RC70 BOS001 BOS002 BOS003 BOS004 ROBR033 ROBR034 ROBR035 ROBR036 RS2R RS3R RS4R RS5R RS6R RS7R RS8R RS9R RS10R RS11R RS12R RS13R RS14R RS15R RS16R RS17R RS18R RS19R RS20R RS21R RS22R RS23R RS24R RS25R RS26R RS27R RS28R RS29R RS30R RS31R RS32R RSW9 RSW10R RSW11R RSW12R RSW1312 RSW142 RSW15R RSW16R RSW17R	RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB T3 T3 T3 T3 T3 T3 T3 T3 RAB RAB RAB RAB RAB RAB T3 T3 T3	MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94	348229 348149 348201 348206 348206 348237 348212 348225 348243 348235 348252 348221 348222 348238 348171 348115 348095 348100 348113 348113 348122 348132 348150 348174 348181 348216 348116.075 348156.076 348056.07 348213 348824 348844 348815 348833 352287.169 352337.172 352387.175 352437.17 348932.15 348932.15 348942.152 348902.151 348912.154 348922.156 348942.152 348913.151 348922.156 348932.15 348847.143 348857.146 348867.148 348877.142 348838.147 348847.143 348857.146 348867.148 348869.143 348837.141 348847.143 348856.148 348867.148 348887.152 348897.154 348907.157 348917.151 348837.141 348847.143 348857.146 348867.148 348707.145 348717.148 348717.148 348717.148 348727.142 348727.142 348717.148 348727.142 348747.146	6750421 6750301 6750344 6750365 6750384 6750373 6750406 6750399 6750393 6750418 6750411 6750428 6750444 6750438 6750337 6750159 6750209 6750222 6750241 6750257 6750285 6750306 6750332 6750357 6750352 6750396 6750272.81 6750279.82 6750117.81 6750414 6751894 6751888 6751837 6751832 6760407.86 6760407.86 6760407.86 6760407.86 6760262.87 6760252.87 6760252.87 6760242.87 6760242.87 6760242.87 6760241.87 6760232.88 6760232.88 6760232.88 6760252.87 6760252.87 6760252.87 6760252.87 6760262.87 6760264.87 6760262.87 6760262.87 6760262.87 6760270.87 6760271.87 6760275.88 6760272.87 6760172.87 6760172.87 6760172.87 6760172.87 6760214.87 6760214.87 6760214.87 6760214.87 6760277.88 6760292.87 6760297.87 6760287.87 6760297.87 6760292.87 6760277.88 6760282.88 6760297.87	500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 440 440 440 439 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500	34 28 42 28 18 52 22 35 48 33 48 24 24 30 18 42 12 20 21 18 18 18 18 15 24 24 60 58 58 18 30 51 29 50 10 13 10 15 35 10 35 48 45 45 35 54 39 52 32 29 29 32 29 23 29 6 6 23 14 7 6 71 65 77 83 55 55 52 55 10 26 17 30 19 29 50 50 30	360 360 300 300 300 300 300 300 300 300 300 300 300 300 300 300 299 307 300 300 312 310 305 308 306 295 90 270 270 302 285 285 285 285 360 360 360 360 270 270 270 270 270 270 270 273 266 270 270 270 270 270 270 270 270 270 270 275 265 265 270 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360	-90 -90 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -90 -90 -90 -90 60 60 57 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 59 60 60 60 60 60 60 60 60	Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily Lily OShea OShea OShea OShea P40/1386 P40/1386 P40/1386 P40/1386 Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine

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Hole ID	Type	Datum	East	North	RL	Hole depth (m)	Azimuth	Dip	Prospect or tenement
RSW18R RS33R RS34R RS35R RS36R RS37R RS38R RS39R RSW1R RSW2R RSW3R RSW4R RSW5R RSW6R RSW7R RSWBR RS1R KPBRC05 KPBRC01 KPBRC02 KPBRC03 KPBRC04 DH11 DH12 DH2 DDH1 DDH2 DDH3 DDH4 DDH5 DDH6 DDH7 DDH8 DDH9 DH7 DH8 DH9 DH5 DH4 DH6 RC369 RC369a RC370 RC371 RC372 RC373 RC374 RC375 RC376 RC71 RC72 RC73 RC74 RC75 RC76 RC77 RC78 DH1 DH10 W001 W010 W011 W002 W003 W004 W005 W006 W007 W008 W009 WHRC1	T3 T3 T3 T3 T3 T3 T3 T3 RAB RAB RAB RAB RAB RAB RAB RAB RAB RC RC RC RC RC RAB RAB RAB DDH DDH DDH DDH DDH DDH DDH DDH DDH RAB RAB RAB RAB RAB RAB RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RC	MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94	348747.146 348807.143 348807.143 348807.143 348767.142 348767.142 348787.147 348787.147 348687.141 348787.147 348697.143 348697.143 348707.145 348707.145 348707.145 348707.145 348942.152 351827 351886 351824 351829 351803 350539 350521 351840 351054 350996 350976 350964 350933 350902 350864 351007 350987 350815 350820 350846 351006 351054 350994 351046 351025 350998 351012 350997 350986 350986 350955 350967 351065 351049 351032 351012 350999 350971 350987 351035 351802 350593 350464 350082 349930 350452 350350 350405 350433 350513 350545 350043 350065 350457.161	6760287.87 6760272.87 6760262.87 6760252.87 6760298.87 6760288.87 6760298.87 6760288.87 6760296.87 6760296.87 6760292.87 6760287.87 6760297.87 6760292.87 6760287.87 6760282.88 6760262.87 6759724 6759130 6759362 6759426 6759620 6759320 6759255 6759242 6759646 6759636 6759584 6759525 6759485 6759445 6759411 6759625 6759573 6759425 6759449 6759459 6759628 6759648 6759637 6759664 6759656 6759655 6759642 6759627 6759639 6759610 6759612 6759600 6759680 6759669 6759659 6759649 6759635 6759606 6759617 6759637 6759234 6759380 6759265 6759719 6759058 6759251 6759181 6759168 6759181 6759315 6759336 6759654 6759693 6759238.87	500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 450 270 270 270 270 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500	50 29 35 40 30 41 28 41 20 9 14 25 8 11 11 32 35 70 70 76 70 70 15 32 39 39 32 34 45 41 40 34 39 38 12 11 16 32 32 19 30 26 26 29 20 28 29 21 29 27 30 21 23 28 28 24 35 24 25 34 18 24 30 33 32 35 44 33 22 26 34	360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 360 270 270 360 360 360 360 320 320 260 360 360 360 360 360 360 360 360 360 320 320 320 330 330 330 330 330 330 330 330 330 330 330 330 328 329 326 330 327 330 315 338 260 320 360 360 360 360 360 360 360 360 360 360 360 315	60 60 60 60 60 60 60 60 55 57 58 59 57 58 60 57 60 -60 -60 -60 -60 -60 -60 -60 -60 -90 -90 -90 -90 -90 -90 -90 -90 -90 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -90 -60	Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Rise and Shine Treasure-Whale Treasure-Whale Treasure-Whale Treasure-Whale Treasure-Whale Treasure-Whale Treasure-Whale Treasure-Whale Treasure-Whale Treasure-Whale Treasure-Whale Treasure-Whale Treasure-Whale Treasure-Whale Treasure-Whale Treasure-Whale Treasure-Whale Treasure-Whale Treasure-Whale Treasure-Whale Treasure-Whale Treasure-Whale Treasure-Whale Treasure-Whale Treasure-Whale Treasure-Whale Treasure-Whale Treasure-Whale Treasure-Whale Treasure-Whale Treasure-Whale Treasure-Whale Treasure-Whale Treasure-Whale Treasure-Whale Treasure-Whale Treasure-Whale Treasure-Whale Treasure-Whale Treasure-Whale Treasure-Whale Treasure-Whale Whale Whale Whale Whale Whale Whale Whale Whale Whale Whale Whale Whale

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Independent Technical Assessment Report

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Appendix B Leonora project historical drilling collars – Chain Bore

Note: These holes have been drilled on tenements owned by Iris or pending tenements. Some of the holes are lacking depth, azimuth and dip information.

Hole ID	Type	Datum	East	North	RL	Hole depth (m)	Azimuth	Dip	Prospect or tenement
CUB001 CUB002 CUB003 CUB004 CUB005 CUB006 CUB007 CUB008 CUB009 CUB010 CUB011 CUB012 CUB013 CUB014 CUB015 CUB016 CUB017 CUB018 CUB019 CUB020 CUB021 CUB022 CUB023 CUB024 CUB025 CUB026 CUB027 CUB028 CUB029 CUB030 CUB031 CUB032 CUB042 CUB043 CUB044 CUB045 CUB046 CUB047 CUB048 CUB049 CUB050 CUB051 CUB052 CUB053 CUB054 CUB055 CUB056 CUB057 CUB058 CUB059 CUB060 CUB061 CUB062 CUB063 CUB064 CUB065 CUB066 CUB067 CUB068 CUB069	RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB	MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94	365089 365114 365146 365189 365217 365249 365269 365293 365314 365337 365360 365384 365390 367205 367189 366895 366923 366944 366966 366988 367004 367016 367039 366489 366479 367250 367257 367286 367304 367331 367357 367374 367344 367320 367296 367231 367250 367223 367255 367258 367180 367200 367272 366974 366950 367255 367196 367158 367193 367170 366992 367002 366506 366533 366518 365800 365850 365900 365950 366000	6824417 6824423 6824425 6824423 6824413 6824412 6824416 6824415 6824417 6824413 6824416 6824416 6824410 6825392 6825390 6825203 6825202 6825202 6825202 6825201 6825208 6825199 6825199 6825067 6825078 6822739 6822754 6822777 6822800 6822822 6822836 6822850 6822823 6822812 6822848 6825390 6825393 6825339 6825339 6825344 6825477 6825482 6825393 6825199 6825203 6825422 6825368 6825340 6825340 6825340 6825211 6825211 6825082 6825070 6825060 6825400 6825400 6825400 6825400 6825400	500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500	46 63 75 60 60 43 48 40 45 43 43 48 46 82 63 57 46 41 42 36 15 46 46 50 52 57 52 57 61 57 42 39 37 58 48 65 75 72 21 82 48 66 85 55 68 68 54 42 53 27 45 39 30 48 30 78 73 80 77 81	90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 45 45 45 45 45 45 45 90 90 270 270 270 270 270 270 270 270 270 90 90 270 270 270 270 270 270 270 230 230 40 270 270 270 270 270	-60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60	Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore

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Independent Technical Assessment Report

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Hole ID	Type	Datum	East	North	RL	Hole depth (m)	Azimuth	Dip	Prospect or tenement
CUB070 CUB071 CUB072 CUB073 CUB074 CUB075 CUB076 CUB077 CUB078 KBAC18-001 KBAC18-002 KBAC18-003 KBAC18-004 KBAC18-005 KBAC18-006 KBAC18-007 KBAC18-008 KBAC18-009 KBAC18-010 KBAC18-011 KBAC18-012 KBAC18-013 KBAC18-014 KBAC18-015 KBAC18-016 KBAC18-017 KBAC18-018 KBAC18-019 KBAC18-020 KBAC18-021 KBAC18-022 KBAC18-023 KBAC18-024 KBAC18-025 KBAC18-026 KBAC18-027 KBAC18-028 KBAC18-029 KBAC18-030 KBAC18-031 KBAC18-032 KBAC18-033 KBAC18-034 KBAC18-035 KBAC18-036 KBAC18-037 KBAC18-038 KBAC18-039 KBAC18-040 KBAC18-041 KBAC18-042 KBAC18-043 KBAC18-044 KBAC18-045 KBAC18-046 KBAC18-047 KBAC18-048 KBAC18-049 KBAC18-050 KBAC18-051 KBAC18-052 KBAC18-053 KBAC18-054 KBAC18-055 KBAC18-056 KBAC18-057 KBAC18-058 KBAC18-059	RAB RAB RAB RAB RAB RAB RAB RAB RAB Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore Aircore	MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94	366050 366100 366150 366200 366250 366300 366350 366400 366952 366397 366306 366206 366099 365996 365923 366444 366343 366248 366150 366053 365963 365850 6826852 366201 366102 366004 366400 366303 366192 366102 365997 365900 365800 365696 365601 366450 366350 366250 365850 365751 365651 365550 365450 365354 366499 366400 366302 366203 366104 365903 365698 365500 366495 366299 366100 364348 364157 363951 363751 363551 363345 363148 364599 364403 364200 364099 363999 363798	6825400 6825400 6825400 6825400 6825400 6825400 6825400 6825400 6825212 6828649 6828649 6828633 6828645 6828656 6828650 6827999 6828001 6827998 6828026 6828001 6828009 6828005 6827995 6828014 6828016 6828004 6827397 6827406 6827398 6827393 6827394 6827405 6827410 6827409 6827409 6826850 6826850 6826850 6826850 6826852 6826856 6826859 6826848 6826843 6826253 6826237 6826242 6826262 6826241 6826242 6826230 6826250 6825853 6825856 6825852 6827398 6827375 6827393 6827406 6827396 6827395 6827409 6824497 6824487 6824510 6824492 6824498 6824498	500 500 500 500 500 500 500 500 500 477 477 476 477 477 477 473 473 472 473 473 473 474 474 471 473 473 471 470 470 470 471 472 471 471 472 468 467 467 470 468 468 468 467 467 465 465 465 466 465 463 464 464 464 464 463 470 469 468 468 467 466 466 455 455 455 454 454 454	81 64 60 72 60 66 48 75 42 61 68 69 81 81 57 73 94 61 67 127 63 49 80 75 61 62 78 67 87 84 83 71 87 87 69 49 84 80 78 86 81 74 63 49 54 55 65 64 42 48 65 48 36 21 45 89 73 60 45 75 65 75 63 59 53 42 79 54	270 270 270 270 270 270 270 270 270 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90 90	-60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60	Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Cudi Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore Kurrajong Bore KurrajongBore

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Independent Technical Assessment Report

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Hole ID	Type	Datum	East	North	RL	Hole depth (m)	Azimuth	Dip	Prospect or tenement
KBAC18-060 MDC2 MDC2 MDC3 MDC3 MDC4 MDC5 MDC5 MDC6 MDC6 MLB1 MLB10 MLB11 MLB12 MLB13 MLB14 MLB15 MLB16 MLB17 MLB18 MLB19 MLB2 MLB20 MLB21 MLB22 MLB23 MLB24 MLB25 MLB26 MLB27 MLB28 MLB29 MLB3 MLB30 MLB31 MLB32 MLB33 MLB34 MLB35 MLB36 MLB37 MLB38 MLB39 MLB4 MLB40 MLB41 MLB42 MLB43 MLB44 MLB45 MLB46 MLB47 MLB48 MLB49 MLB5 MLB50 MLB51 MLB52 MLB53 MLB54 MLB55 MLB56 MLB57 MLB58 MLB59 MLB6 MLB60 MLB61	Aircore	MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94	363597 366192 366192 366472 366472 366547 367127 367127 367387 367387 367712 367573 366790 366767 366743 366723 366701 366684 366658 366637 366615 367692 366590 366568 366546 366501 366458 366687 366642 366595 366548 366500 367675 366453 366410 366366 366320 366295 366270 366226 366294 366249 366209 367664 366170 366134 366094 366052 366010 365970 365931 365891 365852 365872 367650 365898 365928 365958 365992 366024 366048 366082 366140 366207 366264 367635 366325 365522	6824497 6828168 6828168 6828348 6828348 6828103 6827348 6827348 6827488 6827488 6820856 6820462 6822600 6822553 6822505 6822459 6822415 6822372 6822325 6822282 6822236 6820809 6822191 6822149 6822098 6822010 6821915 6823116 6823029 6822937 6822846 6822761 6820768 6822673 6822588 6822498 6822411 6822362 6822316 6822237 6823477 6823447 6823409 6820721 6823380 6823354 6823323 6823296 6823260 6823232 6823204 6823174 6823136 6823372 6820681 6823333 6823297 6823257 6823212 6823178 6823137 6823504 6823420 6823341 6823263 6820637 6823183 6824211	455 500 500 500 500 500 500 500 500 500	57 88 88 82 82 82 88 88 58 58	90 210 210 210 210 160 145 145 90 90	-60 -60 -60 -60 -60 -60 -60 -60 -60 -60	Kurrajong Bore P37/9470 P37/9470 P37/9470 P37/9470 P37/9470 P37/9470 P37/9470 P37/9470 P37/9470 Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy

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Independent Technical Assessment Report

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Hole ID	Type	Datum	East	North	RL	Hole depth (m)	Azimuth	Dip	Prospect or tenement
MLB62 MLB63 MLB64 MLB65 MLB66 MLB67 MLB68 MLB7 MLB8 MLB9 TRB01 TRB02 TRB03 TRB04 TRB05 TRB06 TRB07 TRB08 TRB09 TRB10 TRB11		MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94 MGA94	365469 365418 365361 365312 365261 365208 365155 367621 367610 367587 369237 369187 369137 369087 369187 369237 369287 369337 369337 369287 369237	6824211 6824210 6824210 6824207 6824207 6824211 6824209 6820598 6820552 6820510 6827258 6827258 6827258 6827258 6827158 6827158 6827158 6827158 6827058 6827058 6827058	500 500 500 500 500 500 500 500 500 500 500	35 40 46 41 49 33 35 22 16 39 10	90 90 90 90 270 270 270 270 90 90 90	-60 -60 -60 -60 -60 -60 -60 -60 -60 -60 -60	Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy Normandy

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Independent Technical Assessment Report

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Appendix C Leonora project historical drilling collars – Little Dipper

Note: These holes have been drilled on tenements owned by Iris.

Hole ID	Type	Datum	East	North	RL	Hole depth (m)	Azimuth	Dip	Prospect or tenement
BERB1 BERB10 BERB11 BERB12 BERB13 BERB14 BERB15 BERB16 BERB17 BERB18 BERB19 BERB2 BERB20 BERB21 BERB22 BERB23 BERB24 BERB25 BERB26 BERB27 BERB28 BERB29 BERB3 BERB30 BERB31 BERB32 BERB33 BERB34 BERB35 BERB36 BERB37 BERB38 BERB39 BERB4 BERB40 BERB41 BERB42 BERB43 BERB44 BERB45 BERB46 BERB47 BERB5 BERB6 BERB7 BERB8 BERB9 BERC1 BERC10 BERC11 BERC12 BERC13 BERC14 BERC15 BERC16 BERC17 BERC18 BERC19 BERC2 BERC20 BERC21	RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RAB RC RC RC RC RC RC RC RC RC RC RC RC RC RC	GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94	371039 371060 371073 371086 371099 370730 370709 370716 370850 370756 370743 371052 370713 370724 370752 370745 370580 370572 370564 370453 370461 370468 371064 370570 370546 370341 370349 370357 370365 370556 370548 370540 370522 371077 370535 371216 371566 371639 371652 371501 371718 371769 370919 371103 371022 371035 371052 370411 370498 370616 370628 370646 370667 370676 370692 370458 370468 370479 370425 370489 370420	6810654 6810699 6810691 6810684 6810676 6810606 6810589 6810573 6810854 6810940 6810948 6810646 6810849 6810843 6810826 6810830 6810637 6810625 6810612 6810620 6810633 6810646 6810638 6810620 6810600 6810629 6810642 6810655 6810668 6810500 6810487 6810475 6810497 6810630 6810489 6810022 6809346 6809331 6809323 6809209 6809488 6809573 6810726 6810615 6810722 6810715 6810704 6809222 6809345 6809683 6809675 6809665 6809652 6809646 6809637 6810629 6810646 6810663 6809214 6810680 6810663		22.5 30 21 30 33 34 31 39 24 17 25 30 23 20 17 17 36 30 30 39 36 36 30 27 22 8 15 30 21 31 30 30 33 30 36 27 18 27 28 12 24 21 33 27 25 33 33 16 45 39 33 36 39 31 30 47 35 37 24 35 37	300 300 300 300 300 300 300 300 300 120 120 300 120 120 300 300 30 30 30 210 210 210 300 210 300 210 210 210 210 30 30 30 300 300 300 300 300 300 300 300 300 300 300 300 300 300 300 300 300 300 300 300 300 300 300 30 30 30 300 30 30	60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60	Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper

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Independent Technical Assessment Report

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Hole ID	Type	Datum	East	North	RL	Hole depth (m)	Azimuth	Dip	Prospect or tenement
BERC22 BERC23 BERC24 BERC25 BERC26 BERC27 BERC28 BERC29 BERC3 BERC30 BERC31 BERC32 BERC33 BERC34 BERC35 BERC36 BERC37 BERC38 BERC39 BERC4 BERC40 BERC41 BERC42 BERC43 BERC44 BERC45 BERC46 BERC47 BERC48 BERC49 BERC5 BERC50 BERC51 BERC52 BERC53 BERC54 BERC55 BERC56 BERC57 BERC58 BERC59 BERC6 BERC60 BERC61 BERC62 BERC63 BERC64 BERC65 BERC66 BERC67 BERC7 BERC8 BERC9	RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC RC	GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94 GDA94	370431 370441 370501 370511 370522 370657 370670 370700 370434 370721 370727 370738 370751 370854 370872 370867 370859 370764 370721 370451 370727 370743 370735 370743 370749 370759 370748 370735 370889 370893 370434 370435 370751 370767 370760 370767 370775 370768 370775 370783 370803 370429 370811 370790 370782 370741 370750 370526 370722 370826 370455 370468 370485	6810680 6810698 6810603 6810620 6810638 6810591 6810613 6810595 6809267 6810611 6810590 6810560 6810535 6810823 6810812 6810844 6810878 6810614 6810582 6809257 6810567 6810569 6810556 6810546 6810530 6810547 6810577 6810580 6810860 6810887 6809267 6810590 6810558 6810560 6810524 6810537 6810550 6810513 6810526 6810539 6810474 6809270 6810487 6810551 6810562 6810517 6810558 6810518 6810535 6810513 6809312 6809305 6809353		33 15 37 42 43 30 30 40 9 33 45 30 30 20 23 30 26 40 43 36 40 52 25 40 25 52 53 65 38 38 13 50 70 70 65 65 80 65 75 90 80 21 92 60 54 46 36 47 30 85 22 26 45	30 30 30 30 30 120 120 300 300 300 210 210 210 300 300 300 300 300 210 300 210 210 210 210 210 300 300 300 300 300 300 300 300 300 300 300 300 300 300 300 300 300 300 210 210 210 210 210 210 210 300 300 300	60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 60 -60 -60 -90 -90 -90 -90 -60 60 60 60	Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper Little Dipper

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Independent Technical Assessment Report

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Appendix D JORC Code Table 1 –Kookynie and Leonora Projects

SECTION 1 SAMPLING TECHNIQUES AND DATA

Drilling and sampling results reported in this report refer to results taken from exploration reports lodged by previous explorers over the prospects which are available on the West Australian Geological Survey WAMEX online database. Details refer to the specific WAMEX reports.

Criteria	JORC Code explanation	Commentary
Sampling techniques	Nature and quality of sampling (e.g. cut channels, random chips, or specific specialised industry standard measurement tools appropriate to the minerals under investigation, such as down-hole gamma sondes, or handheld XRF instruments, etc.). These examples should not be taken as limiting the broad meaning of sampling.	• Sampling at the Projects is by a variety of methods, including vacuum ( drilling, auger, RAB, RC and diamond drilling (DD). Although most of the drilling and sampling is pre-2000, many of the drilling techniques have not changed substantially since this time; the exception to this is RC drilling, where the technology for sample recovery and sub- sampling has improved significantly over the past 20 years. • As much of the drilling is historical, i.e. before the modern mining era (pre-1980), information regarding sampling representivity measures is not available. For drilling since 1980 (which forms the minority of the samples), RC and DD drilling was carried out according to normal industry practice. Details of the RAB and auger sampling have generally not been provided. • In some cases composite intersections for RC drilling have been derived from spear or grab sampling of individual 1 m drill cutting bags or piles, and in some cases when one of these composites returned a grade of interest then the individual 1 m piles were resampled and assayed.
	Include reference to measures taken to ensure sample representivity and the appropriate calibration of any measurement tools or systems used.
	Aspects of the determination of mineralisation that are Material to the Public Report. In cases where ‘industry standard’ work has been done this would be relatively simple (e.g. ‘reverse circulation drilling was used to obtain 1 m samples from which 3 kg was pulverised to produce a 30 g charge for fire assay’). In other cases more explanation may be required, such as where there is coarse gold that has inherent sampling problems. Unusual commodities or mineralisation types (e.g. submarine nodules) may warrant disclosure of detailed information.
Drilling techniques	Drill type (e.g. core, reverse circulation, open-hole hammer, rotary air blast, auger, Bangka, sonic, etc.) and details (e.g. core diameter, triple or standard tube, depth of diamond tails, face-sampling bit or other type, whether core is oriented and if so, by what method, etc.).	• A variety of drilling types was used, including RAB, RC and DD. Other sampling types (e.g. vacuum drilling, auger drilling) should be considered as yielding qualitative results.

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Criteria	JORC Code explanation	Commentary
Drill sample recovery	Method of recording and assessing core and chip sample recoveries and results assessed.	• Some records of DD or RC core or chip recovery are provided in individual reports, but since the drilling has been carried out by many different parties over 40 to 50 years, varying standards have been applied. • It may be assumed (but not proven) that for DD and RC drilling since 1980, modern technology and methods in use today have been used to maximise core and chip recovery. The methods for recovery of RC samples, in particular, have improved markedly since most of the drilling was carried out, i.e. since 2000. It is a reasonable assumption that DD technology has not changed substantially, in terms of sample recovery, since most of the holes at the Kookynie and Leonora Projects were drilled. • No known relationship between recovery and grade has been demonstrated.
	Measures taken to maximise sample recovery and ensure representative nature of the samples.
	Whether a relationship exists between sample recovery and grade and whether sample bias may have occurred due to preferential loss/gain of fine/coarse material.
Logging	Whether core and chip samples have been geologically and geotechnically logged to a level of detail to support appropriate Mineral Resource estimation, mining studies and metallurgical studies.	• Most modern (post-1980) RC and DD drilling is accompanied by geological (and in rare cases, geotechnical) logs in the relevant WAMEX reports. This logging, in itself, would be suitable to support Mineral Resource estimates, although none have been declared. • Logging is qualitative in nature, except when the proportions of quartz or sulphides have been logged in rare cases. No Mineral Resources have been reported for any prospects in the Kookynie Project or at the Leonora Project. • All DD, RC and RAB drilling has had all intersections logged; this is documented in the appropriate WAMEX public domain reports. Very few photographs of core have been provided.
	Whether logging is qualitative or quantitative in nature. Core (or costean, channel, etc.) photography.
	The total length and percentage of the relevant intersections logged.
Sub-sampling techniques and sample preparation	If core, whether cut or sawn and whether quarter, half or all core taken.	• In general, quarter or half core samples have been obtained by cutting (diamond saw) or by splitting using a core splitter. While the vast majority of the holes were drilled before 2000, it has been assumed (but not documented) that the core cutting and splitting technology has not changed significantly from that in use since 2000. • For RC and RAB drilling, spear sampling of chip bags was used, and in some cases (post-2000 drilling) stationary riffle splitters were used for RC holes. Very little information was provided regarding the dampness of the samples during sampling. While most of the RAB holes are pre-1980, the technique of spear sampling sample bags is commonly practised today. RC drilling is generally accompanied by splitting using mechanical devices, which were not common before 2000. • For post-1980 drilling, samples collected in the field were generally processed at commercial preparation and assay laboratories, where it is assumed that industry-standard practices (for the time) were adopted. These practices include splitting using a statistically-correct device, such as a riffle splitter, the use of laboratory repeats, blanks and standards, and the generation of replicates (re-assays) at random. • For more recent drilling (since 1990), quality control procedures, including the use of standards, and in some cases, field duplicates for RC drilling, were adopted by the exploration parties. The earlier modern drilling (1980-1990) was generally not subject to such rigorous quality control procedures by the exploration companies. • Sample sizes are considered appropriate to the size and particular nature of the material being sampled.
	If non-core, whether riffled, tube sampled, rotary split, etc. and whether sampled wet or dry.
	For all sample types, the nature, quality and appropriateness of the sample preparation technique.
	Quality control procedures adopted for all sub- sampling stages to maximise representivity of samples.
	Measures taken to ensure that the sampling is representative of the in situ material collected, including for instance results for field duplicate/second-half sampling.
	Whether sample sizes are appropriate to the grain size of the material being sampled.

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Criteria	JORC Code explanation	Commentary
Quality of assay data and laboratory tests	The nature, quality and appropriateness of the assaying and laboratory procedures used and whether the technique is considered partial or total.	• Specific assay and laboratory procedures are generally not available given the age of the information. • QAQC procedures are generally not documented. • Conventional laboratory preparation procedures were used which were industry standard at the time of drilling. Some of these procedures have become more rigorous in the 21st Century. Very few of the holes at the Kookynie Project and none of the modern holes at Leonora were drilled after 2000. A number of holes drilled in 2005 and 2006 at Chain Bore by the Independence Group used RAB, but there is no evidence of any post-2000 DD or RC holes in the data reviewed. The collection and treatment of DD samples since 1980 is assumed to reflect current practices. • QC procedures for the modern (post-2000) drilling include the use of standards, some blanks, and in rare cases, the use of duplicates. There are no reports of the use of check laboratories. A very small amount of the drilling samples were generated after 2000. • Assaying and QAQC procedures are not appropriate for Mineral Resource estimation but the results are considered appropriate in assessing geological and mineralogical prospectivity.
	For geophysical tools, spectrometers, handheld XRF instruments, etc., the parameters used in determining the analysis including instrument make and model, reading times, calibrations factors applied and their derivation, etc.
	Nature of quality control procedures adopted (e.g. standards, blanks, duplicates, external laboratory checks) and whether acceptable levels of accuracy (i.e. lack of bias) and precision have been established.
Verification of sampling and assaying	The verification of significant intersections by either independent or alternative company personnel.	• There has been no known specific verification of significant intercepts or use of twinned holes. • Some of the early RAB holes at Chain Bore were followed up by the Independence group in 2005 and 2006. Drilling at Treasure-Whale by Mt Edon in the mid-1990s followed up previous costeaning results, with varying degrees of repeatability. At the Rise and Shine prospect, earlier RAB drilling was followed up by a second phase and by re- sampling, at a 1 m spacing downhole, of 4 m composites from drill reject piles; some of the earlier intercepts were verified and others were not. • Documentation of the drilling in the various annual WAMEX reports is generally good, although in many cases this represents copies of hand-written logs. Storage (in databases) for modern-era data was variously applied. Very few of thepre-2000 drillingwas captured in a database before this was carried out byIris.
	The use of twinned holes.
	Documentation of primary data, data entry procedures, data verification, data storage (physical and electronic) protocols.
	Discuss any adjustment to assay data.
Location of data points	Accuracy and quality of surveys used to locate drill holes (collar and down-hole surveys), trenches, mine workings and other locations used in Mineral Resource estimation.	• Most modern (post-1980) holes have reasonable survey control, commensurate with potential open pit mining (that is, accurate of up to 5 m in the X and Y dimensions and up to 10 cm in the vertical dimension). • Holes were surveyed on a variety of local grids, but have been converted by Iris to MGA 94-51. • Topographic control is generally good; most of the prospect areas have very little relief.
	Specification of the grid system used.
	Quality and adequacy of topographic control.
Data spacing and distribution	Data spacing for reporting of Exploration Results.	• Exploration data spacing varied, from the reconnaissance level to 50 m spaced sections or closer. In most cases drilling at prospects was opportunistic and followed up old workings or historic costean or rock chip samples. • The data spacing and continuity is not currently sufficient to establish Mineral Resources, and none have been declared. • In some cases, compositing of individual 1 m RAB or RC samples has been applied over 2 m or up to 4 m.
	Whether the data spacing and distribution is sufficient to establish the degree of geological and grade continuity appropriate for the Mineral Resource and Ore Reserve estimation procedure(s) and classifications applied
	Whether sample compositing has been applied.

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Criteria	JORC Code explanation	Commentary
Orientation of data in relation to geological structure	Whether the orientation of sampling achieves unbiased sampling of possible structures and the extent to which this is known, considering the deposit type.	• Due to the early nature of the exploration there is no guarantee that the drilling orientation has been optimal with respect to the mineralised structures. Where the orientation of mineralisation was known from historical records or from field observations drilling has been oriented largely normal to mineralisation. All drilling is from the surface and so the shallowest angle achievable was minus sixty degrees. • There is no suggestion of any bias having been introduced through the drilling orientation.
	If the relationship between the drilling orientation and the orientation of key mineralised structures is considered to have introduced a sampling bias, this should be assessed and reported if material.
Sample security	The measures taken to ensure sample security.	• There are no records of measures taken to ensure sample security. All samples were obtained before the current version of the JORC Code was introduced in 2012. Notwithstanding this, tampering with or alteration of samples is generallybelieved to have not been an issue.
Audits or reviews	The results of any audits or reviews of sampling techniques and data.	• There are no records of audits or reviews conducted externally of sampling techniques and data.

SECTION 2 REPORTING OF EXPLORATION RESULTS

Criteria	JORC Code explanation	Commentary
Mineral tenement and land tenure status	Type, reference name/number, location and ownership including agreements or material issues with third parties such as joint ventures, partnerships, overriding royalties, native title interests, historical sites, wilderness or national park and environmental settings. The security of the tenure held at the time of reporting along with any known impediments to obtaining a licence to operate in the area.	• Leasing information is reported in the accompanying report in Table 2.1. • The total area of the granted tenements for the Kookynie Project is approximately 35.5 km2, with a total annual expenditure commitment (excluding rental) of $167,600. The total area of the granted tenements for Iris’s Leonora Project is approximately 56 km2, with a total annual expenditure commitment (excluding rental) of $228,160.
Exploration done by other parties	Acknowledgment and appraisal of exploration by other parties.	• All exploration has been carried out by parties other than Iris. This has been documented in the appended report under each of the main prospects.
Geology	Deposit type, geological setting and style of mineralisation.	• Deposits are hosted in the Archean Yilgarn Craton, specifically the northern portion of the Norseman-Wiluna belt. There are two main deposit types: `o` Those associated with shear zones or regional structures hosted in mafic rocks and sediments `o` Those hosted in acidic (syenitic or monzogranitic) rocks associated with throughgoing structures and in rare cases with stockwork or disseminated zones.

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Criteria	JORC Code explanation	Commentary
Drillhole Information	• A summary of all information material to the understanding of the exploration results including a tabulation of the following information for all Material drillholes: • easting and northing of the drillhole collar • elevation or RL (elevation above sea level in metres) of the drillhole collar • dip and azimuth of the hole • down hole length and interception depth hole length.	• All of the known drillholes at both the Kookynie and Leonora Projects have been summarised in Appendices A through C above. • For practical reporting purposes, only significant intercepts are provided in Table 3.2 and Table 4.2. • The significant intercepts may not be appropriate for Mineral Resource estimation but are considered indicative of the prospectivity of the area.
Data aggregation methods	• In reporting Exploration Results, weighting averaging techniques, maximum and/or minimum grade truncations (e.g. cutting of high grades) and cut-off grades are usually Material and should be stated.	• Linear averages have been used for intersections which extend over more than one sampling interval. No truncation of high grades has been applied in reporting intercepts.
Relationship between mineralisation widths and intercept lengths	• If the geometry of the mineralisation with respect to the drillhole angle is known, its nature should be reported. • If it is not known and only the down hole lengths are reported, there should be a clear statement to this effect (e.g. ‘down hole length, true width not known’).	• Mineralisation at the various prospects has orientations ranging from sub-vertical (e.g. Lily) through to sub-horizontal (Little Dipper). All intercepts are reported as downhole lengths and not true widths. • The assessment of the project areas is at an early stage and all intercepts are reported as ‘down hole’. The relationship between down hole and true width is not known.
Diagrams	• Appropriate maps and sections (with scales) and tabulations of intercepts should be included for any significant discovery being reported These should include, but not be limited to a plan view of drill hole collar locations and appropriate sectional views.	• See figures in the report for the major prospects and tabulations of intercepts in Tables 3.2 and 4.2.
Balanced reporting	• Where comprehensive reporting of all Exploration Results is not practicable, representative reporting of both low and high grades and/or widths should be practiced to avoid misleading reporting of Exploration Results.	• For practical reporting purposes, only intercepts greater than 1 g/t gold have been reported in Table 3.2 and Table 4.2. All of the known drillholes at both the Kookynie and Leonora Projects have been summarised in Appendices A through C above. • Appropriate figures are shown in the main body of the report to provide context to the exploration results.
Other substantive exploration data	• Other exploration data, if meaningful and material, should be reported including (but not	• Reporting of mapping, rock chips, costeaning and dump sampling has been variously carried out at some or all of the major prospects. This sampling should be considered qualitative in nature and providing evidence of historical

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Criteria	JORC Code explanation	Commentary
	limited to): geological observations; geophysical survey results; geochemical survey results; bulk samples – size and method of treatment; metallurgical test results; bulk density, groundwater, geotechnical and rock characteristics; potential deleterious or contaminating substances.	production of gold.
Further work	• The nature and scale of planned further work (e.g. tests for lateral extensions or depth extensions or large-scale step-out drilling).	• Iris’s proposed further exploration work is documented in the report.

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IRIS Metals Limited - Prospectus

ANNEXURE B: TENEMENT REPORT

152

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13 July 2021

The Directors IRIS Metals Limited C/- Quinert Rodda & Associates Pty ltd Level 6, 400 Collins Street Melbourne Vic 3000

Dear Sirs

SOLICITOR’S REPORT

1. Introduction

This report is prepared for inclusion in a prospectus ( Prospectus ) to be dated on or about 15 July 2021 for issue by IRIS Metals Limited ACN 646 787 135 ( IRIS ) of between 30,000,000 and 35,000,000 shares at an issue price of $0.20 per share to raise between $6,000,000 and $7,000,000 (before costs).

The report relates to Western Australian mining tenements ( Tenements ) in which IRIS holds an interest. The attached Tenement Schedule ( Schedule) and notes to the Schedule, contain an overview of the Tenements. Section 10.4 of the Prospectus, which does not form part of this report, sets out technical information and summaries of material contracts that relate to IRIS’s interest in the Tenements.

2. Opinion

Based on our searches and enquiries and subject to the assumptions and qualifications set out below, we confirm that as at 23 June 2021 (unless updates since and stated otherwise):

(a) the details of the Tenements referred to in the Schedule are accurate as to the status and registered holders of those Tenements;
(b) unless otherwise specified in this report, the Tenements are in good standing and all applicable rents have been paid;
(c) none of the Tenements are subject to any unusual conditions of a material nature other than as disclosed in the Schedule;

House Legal Pty Ltd ACN 619 683 395 86 First Avenue, MOUNT LAWLEY WA 6050

M: 0413 481 525 E: [email protected]

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(d) this report provides accurate statements as to third party interests, including encumbrances in relation to the Tenements ascertainable from our searches and the information provided to us; and
(e) subject to the comments below relating to standard, administrative authorisations (which are normally applied for only at the time of finalising the details of individual exploration plans), or as otherwise detailed in the Schedule or the Prospectus, there are no legal, regulatory or contractual impediments to IRIS undertaking exploration on the Tenements.

3. Searches

For the purpose of this report, we have conducted the following searches and enquiries on 23 June 2021:

(a) searches of the Tenements in the mining tenement register ( DMIRS Register ) maintained by the Department of Mines, Industry Regulation and Safety of Western Australia ( DMIRS ) pursuant to the Mining Act 1978 (WA) and Mining Regulations 1981 (WA) ( Mining Act ); and
(b) quick appraisal searches of the Tenements summarising information obtained online from the ‘TENGRAPH’ system maintained by the DMIRS;
(c) searches of the Aboriginal Heritage Inquiry System of the Department of Planning, Lands and Heritage ( DPLH ) for “Registered Aboriginal Sites”.

4. Assumptions and qualifications

In preparing this Report:

(a) we have assumed the accuracy and completeness of results of the searches of the DMIRS Register and other information obtained from the DMIRS and DPLH;
(b) we have assumed all contracts, agreements or arrangements have been supplied to us and were within the capacity and powers of, and were validly authorised, executed and delivered by and binding on each party to them, and where applicable, duly stamped;
(c) where any agreement, dealing or act (including disturbing the land for exploration or mining) affecting the Tenements requires an authorisation, approval, permission or consent ( Authorisation ) under the Mining Act, or any other relevant legislation, we have assumed that Authorisation has been or will be granted in due course;

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(d) where any dealing in the Tenements has been lodged for registration but is not yet registered, we express no opinion as to whether the registration will be effected, or the consequences of non-registration;
(e) we have assumed that IRIS has complied with all applicable provisions of the Mining Act and all other legislation relating to the Tenements and from our searches and enquiries, there is nothing to indicate that this is not the case;
(f) we have not researched the underlying land tenure in respect of the Tenements to determine if native title rights have or have not been extinguished, or the extent of any extinguishment, other than as disclosed in the “quick appraisal” searches referred to in paragraph 3(b) above; and
(g) other than as can be ascertained from the database maintained by the DPLH (as set out in paragraph 3(c) above, we have not researched the area of the Tenements to determine if there are any additional or unregistered sites of significance to aboriginal people within the area.

The Schedule sets out a brief description of the Tenements and a summary of any encumbrances, conditions and endorsements on title. In relation to the Schedule, we make the following comments:

(a) references to the areas of the Tenements are taken from the details shown on the tenement searches, it is not possible to verify those areas without conducting a survey which has not been undertaken;
(b) the area of the Tenements, as shown in the Schedule, might be reduced by the existence of pre-existing mining tenements situated within the boundaries of the relevant Tenement resulting in the area of the earlier mining tenement being excised from the grant of the Tenement; and
(c) the rights of a holder of a mining tenement are subject to compliance by that holder with the terms and conditions attached to each Tenement and generally under the Mining Act and other relevant legislation.

5. Western Australia Tenements

Mining tenements in Western Australia comprise prospecting licences (prefixed “P”), exploration licences (prefixed “E”) and mining leases (prefixed “M”) granted pursuant to the Mining Act as well as certain ancillary titles.

In accordance with the Mining Act, the holder of a mining tenement is permitted to explore for all minerals including oil shale, but excluding sand or clay occurring on private land. Exploration or mining for iron is also excluded unless it has been authorised by the responsible Minister and endorsed on the mining tenement title. Under the Petroleum

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and Geothermal Energy Resources Act 1987 (WA), petroleum and geothermal energy resources are also excluded from the grant of a mining tenement.

In addition to the Authorisations and approvals descried below, it is a requirement that any ground disturbing work carried out on a mining tenement has been approved by the DMIRS. Such approvals may involve referral by the DMIRS to other Government agencies and any approvals given may be subject to special conditions. Approvals are generally required for an exploration program to be undertaken and are submitted to the DMIRS for approval at an administrative level.

(a) Prospecting Licences

A prospecting licence authorises the holder to enter land for the purpose of prospecting for minerals. ‘Prospecting’ includes the use of vehicles, machinery and equipment, and permits the undertaking of operations and works such as digging pits, trenches and holes, sinking bores and tunneling, for the purpose of prospecting for minerals in, on, or under the land. The holder of a prospecting licence may excavate, extract or remove earth, soil, rocks, stone, fluid or mineralbearing substances not exceeding 500 tonnes over the term of the licence.

Prospecting licences are granted for a term of four years. The Minister has discretion to extend the prospecting licence for one further four year period if satisfied that a prescribed ground for extension exists.

A ‘prescribed ground’ for extension includes circumstances where the holder experienced difficulties or delays arising from governmental, legal, climatic, or heritage reasons, where the work carried out justifies further prospecting, or where the Minister considers the land has been unworkable for whole or a considerable part of any year of the term.

During the term of a prospecting licence, the holder may apply for and have granted subject to the Mining Act, one or more mining leases over any part of the land subject to the prospecting licence. Where an application for a mining lease is made and the term of the prospecting licence is due to expire prior to the mining lease application being determined, the prospecting licence will continue in force over the land subject to the mining lease application pending the outcome of the mining lease application.

Annual rent and shire rates are payable for each granted prospecting licence. Prospecting licences are subject to minimum annual expenditure requirements, which are calculated at the rate of $40.00 per hectare, subject to a minimum of $2,000 per annum (based on expenditure requirements current as at date of this report). The holder may apply for exemption from compliance with minimum expenditure requirements on certain grounds set out in the Mining Act or at the

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discretion of the Minister. A failure to comply with expenditure requirements, unless exempted, renders the prospecting licence liable to forfeiture.

Forfeiture of Prospecting Licences

The Warden, on the application of the Minister, mining registrar, an authorised officer of the DMIRS, or any other person, may make an order for forfeiture of a prospecting licence for any of the following reasons:

(i) refusal of an exemption from expenditure;
(ii) failure by the holder to comply with a condition of a prospecting licence such as payment of rent, failure to meet minimum expenditure obligations or failure to lodgme a report as required by the Mining Act;
(iii) failure by the holder to satisfy a request of the Minister; or
(iv) if the holder is convicted of an offence under the Mining Act.

An application for forfeiture in respect of expenditure conditions must be made during the tenement year in which there is non-compliance, or within eight months thereafter.

A Warden may only make an order for forfeiture if the Warden is satisfied that non-compliance is of sufficient gravity to justify the forfeiture of the prospecting licence.

A Warden may, as he or she thinks fit in the circumstances, impose a penalty as an alternative to making an order for forfeiture of a prospecting licence. The penalty must not exceed $10,000 in a case where expenditure conditions have not been complied with, and not exceed $50,000 in any other case.

(b) Exploration Licences

An exploration licence permits the holder to explore over land up to a maximum 200 graticular blocks in designated areas of Western Australia and a maximum of 70 graticular blocks elsewhere. Graticular blocks comprise one minute of longitude by one minute of latitude and therefore range in area from approximately 2.8km² to 3.3 km². There is no limit to the number of exploration licences which may be held by any one person.

An exploration licence authorises the holder to enter land using vehicles, machinery and equipment as may be necessary or expedient for the purpose of exploring for minerals in, on or under the land.

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Exploration licences are granted with five year terms which may be extended by one period of five years and then by further two year periods if the Minister is satisfied that a ‘prescribed ground’ for extension exists.

‘Prescribed grounds’ for extension include circumstances when the holder experienced difficulties or delays arising from governmental, legal, climatic or heritage reasons, where work carried out justifies further prospecting, or where the Minister considers the land has been unworkable for whole or a considerable part of any year of the term.

Exploration licences are subject to a requirement that the holder relinquishes 40% of the tenement area at the end of the initial five year period. The Minister may defer the relinquishment requirement for one further year if satisfied that a prescribed ground for deferral exists. No exemption from the relinquishment requirement is available.

During the first year of grant of an exploration licence, a legal or equitable interest in or affecting the exploration licence cannot be transferred or otherwise dealt with, whether directly or indirectly, without the prior written consent of the Minister. A transfer after the first anniversary of the grant of an exploration licence requires no such approval.

During the term of an exploration licence, the holder may apply for and have granted subject to the Mining Act, one or more mining leases over any part of land subject to the exploration licence. Where an application for a mining lease is made, and the term of the exploration licence is due to expire prior to the mining lease application being determined, the exploration licence will continue in force over the land subject to the mining lease application pending the outcome of that mining lease application.

Annual rent and shire rates are payable in respect of exploration licences. Exploration licences are subject to minimum annual expenditure requirements which are set out in the Schedule. The holder of an exploration licence may apply for exemption from compliance with minimum expenditure requirements on certain grounds set out in the Mining Act or at the discretion of the Minister. A failure to comply with expenditure requirements, unless exempted, renders the exploration licence liable to forfeiture.

Forfeiture of Exploration Licences

The Minister may make an order for the forfeiture of an exploration licence for any of the following reasons:

(i) failure to pay rent or royalty;

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(ii) non-compliance with conditions of an exploration licence such as lodgment of a report as required by the Mining Act;
(iii) failure to comply with certain provisions of the Mining Act;
(iv) failure to satisfy minimum expenditure conditions; or
(v) if the holder is convicted of an offence under the Mining Act.

A third party may also make an application to have an exploration licence forfeited due to a failure by the holder to comply with the terms of the exploration licence (most commonly, a failure to meet statutory minimum expenditure requirements). Such application for forfeiture in respect of expenditure conditions must be made during the tenement year in which there is non-compliance, or within eight months thereafter.

The Minister may only make an order for forfeiture if the Minister is satisfied that non-compliance is of sufficient gravity to justify the forfeiture of the exploration licence.

The Minister may impose a penalty instead of forfeiting the exploration licence. The penalty must not exceed $10,000 in a case where minimum expenditure conditions have not been complied with, and not exceed $50,000 in any other case.

(c) Mining Leases

A mining lease will authorise the holder to work and mine the land, and take and remove from the land any minerals and dispose of them, and to do all acts and things necessary to effectually carry out mining operations in, on, or under the land subject to the mining lease.

A mining lease may only be granted if the application is accompanied by either a mining proposal or a ‘statement’ setting out information about the mining operations that are likely to be carried out on the mining lease together with a mineralisation report prepared by a qualified person. If a statement and mineralisation report are lodged, the Director, Geological Survey must be satisfied that there is significant mineralisation in, on, or under the land to which an application for a mining lease relates. For the purposes of the Mining Act ‘significant mineralisation’ is defined as a deposit of minerals where exploration results indicate that there is a reasonable prospect of minerals being obtained by mining operations.

Every granted mining lease is subject to a condition requiring the lessee, before carrying out mining operations of a prescribed kind on any part of the land the subject of the lease (including open-cut, underground, quarrying, dredging,

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harvesting, scraping, leaching and tailing treatment operations together with incidental construction activities), to lodge (and have approved) a mining proposal. Mining proposals are required to detail all matters relating to the environmental management of a proposed project including mine closure and rehabilitation.

A mining lease is granted for a term of 21 years and may be renewed for successive terms upon application to the Minister. A term of renewal must not exceed 21 years.

Annual rent and shire rates are payable in respect to mining leases and the holder of a mining lease must expend or cause to be expended $100 per hectare (with a minimum of $10,000) annually during each year of the term of the lease. If the mining lease does not exceed 5 hectares the minimum annual expenditure will be $5,000.

Forfeiture of Mining Leases

The Minister may forfeit a mining lease in the same manner and for the same reasons as apply to an exploration licence (described above).

6. Royalties

Tenement holders must pay royalties on minerals (including material containing minerals) obtained from a mining tenement to the state government. Royalties are payable quarterly and must be accompanied by a royalty return in an approved form. The holder of a mining tenement must provide a quarterly production report commencing at the expiration of the first quarter during which any mineral is produced or obtained from that mining tenement. Royalty rates and methods of calculation differ depending on the type of mineral produced or obtained from a mining tenement.

7. Rehabilitation levies or securities

In Western Australia a mining rehabilitation levy system applies which requires a tenement holder to pay a levy based on the area it has disturbed on a tenement (and on the estimate of the cost of rehabilitation of such area). In certain circumstances, a tenement holder may also be required to lodge a bank guaranteed performance bond to secure the performance of a tenement holder’s rehabilitation obligations on a mining tenement.

A tenement holder may also be liable to pay a safety levy based on the number of hours spent working on a group of tenements (including all employees or contractors).

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8. Native Title

Native Title or claims for native title exist over large areas of Western Australia and will likely affect new mining tenements. The Schedule sets out relevant native title claims (if any) affecting the Tenements. The existence of a lodged claim does not necessarily mean that native title exists over the area claimed, nor does the absence of a claim necessarily indicate that no native title exists in an area. The existence of native title will be established pursuant to the determination of claims by the Federal Court.

The grant of a mining tenement is a ‘Future Act’ for the purposes of the Native Title Act 1993 (Cth) ( NTA ). A Future Act is an activity or development on land or waters that affects native title. Native title claimants’ gain the ‘right to negotiate’ in relation to the grant of certain mining tenements if their native title claim is registered at the time the government issues a notice (known as a section 29 notice), stating it intends to do the act (ie grant the mining tenement), or if their claim becomes registered within four months after that notice. The right to negotiate might apply to the grant of any type of mining tenement, but in practice, it applies predominantly to the grant of a mining lease. The right to negotiate describes a process whereby the tenement applicant and native title claimant must negotiate in good faith to attempt to resolve any potential concerns the native title claimants may have arising from the mining lease application or its grant.

In some cases (predominantly in respect of exploration or prospecting licences) the Western Australia State Government applies a ‘fast track’ procedure (the ‘expedited procedure’) in place of the right to negotiate process. If the proposed grant of a mining tenement is advertised under the expedited procedure, native title parties can lodge an objection to the use of the expedited procedure for the grant of the mining tenement. If there is no objection lodged, the mining tenement can be granted. If an objection is lodged, the parties may either negotiate and reach agreement, or apply to the National Native Title Tribunal ( NNTT ) for a determination of the matter.

It is a policy of the DMIRS to apply the expedited procedure to the grant of exploration and prospecting licences where the applicant has executed a Regional Standard Heritage Agreement ( RSHA ) or has an existing Alternative Heritage Agreement ( AHA ) in place. In the absence of such an agreement, applications will be subject to the right to negotiate procedure.

A RSHA or AHA is intended to address potential Aboriginal heritage concerns with respect to work on the area subject to a mining tenement. The agreements generally provide for a native title party to withdraw their objection to the expedited procedure and consent to the grant of the mining tenement upon the terms of the agreement. Agreements commonly include a procedure for the carrying out of surveys ahead of ground disturbing activities to determine if any sites or objects of significance to Aboriginal people exist in the area. Other terms such as compensation payable to the native title party might be included.

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9. Validity of titles

(a) Right to Negotiate Procedure

Mining tenements granted after 23 December 1996 that affect native title will be valid only if the applicable processes of the NTA have been complied with. Under the right to negotiate procedures, parties are required to negotiate in relation to the grant of the proposed Future Act, eg the grant of a mining tenement. Negotiations are initiated to obtain the agreement of the relevant native title parties to the carrying out of the proposed Future Act. The right to negotiate procedure consists of a statutory minimum six month period of negotiation between the relevant government party, the native title party and the grantee, during which time the parties must negotiate in good faith with a view to reaching agreement about the doing of the Future Act.

If parties cannot reach agreement as to the terms of grant, a negotiation party may apply to the NNTT (as the arbitral body) to make a determination as to whether the grant may proceed (and if so, on what conditions).

(b) Compensation

The Mining Act makes mining tenement holders liable for any native title compensation that may be payable as a result of the grant of the mining tenement. If the existence of native title is proven over any of the land subject to the Tenements, and the native title holders make an application to the Federal Court for compensation, the tenement holder may be liable to pay any compensation awarded.

(c) Conversion to Mining Lease

In relation to the tenements in Western Australia undergoing a conversion from an exploration licence or prospecting licence to a mining lease over an area where native title claims are lodged and registered, the mining lease will be subject to the right to negotiate process, unless IRIS has earlier entered into an agreement with the claimants that permits such conversion.

10. Aboriginal Heritage

(a) Commonwealth

The Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth) ( Commonwealth Heritage Act ) is aimed at the preservation and protection of any Aboriginal areas and objects that may be located on the Tenements.

Under the Commonwealth Heritage Act, the Minister for Aboriginal Affairs may make interim or permanent declarations of preservation in relation to significant

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Aboriginal areas or objects, which can affect exploration activities. Compensation is payable by the Minister to a person who is, or is likely to be, affected by a permanent declaration of preservation.

(b) Western Australia

Holders of mining tenements in Western Australia are subject to the Aboriginal Heritage Act 1972 (WA) ( WA Heritage Act ), which protects sites that may be of spiritual, cultural or heritage significance to Aboriginal people ( Aboriginal Site ). The Western Australia Department of Planning, Land and Heritage (which incorporates the former Department of Aboriginal Affairs) maintains a register of Aboriginal Sites but registration of an Aboriginal Site is not required by the WA Heritage Act.

To alter or damage an Aboriginal Site without approval is an offence under the WA Heritage Act that can lead to prosecution. Any party disturbing an area of the State has an obligation to avoid interfering with an Aboriginal Site. To satisfy this obligation, tenement holders commonly undertake Aboriginal heritage surveys which involve the relevant traditional owners and as necessary, an archaeologist or anthropologist walking the land identifying sites and discussing the impact of proposed exploration activity. The costs of a heritage survey are met by the tenement holder.

Surveys to identify sites and objects of significance to Aboriginal people are commonly carried out in accordance with terms set out in an RSHA or AHA (both described in Part 8 above). Where native title has been determined to exist, the obligation to carry out such survey, and the terms by which they must be carried out, may be set out in an “indigenous Land Use Agreement” ( ILUA ). ILUA’s range from very detailed agreements negotiated by the State and the relevant native title holders to cover entire native title areas to agreements between individual companies and the native title holders. The National Native Title Tribunal maintains a register of ILUA’s.

The Government of Western Australia has indicated an intention to bring in a new act to replace the WA Heritage Act. The new act is likely to fundamentally change the way Aboriginal Cultural Heritage is managed in Western Australia, however the practice described above, being the conduct of surveys to identify areas that may contain or constitute areas of Aboriginal Cultural Heritage before conducting exploration, will likely continue.

(c)

Aboriginal Sites within the Tenements

Other than the search of the DPLH register described in part 3(c) of this report, we have not undertaken any searches or investigations as to whether there are or

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may be any sites protected by the Commonwealth Heritage Act or the WA Heritage Act within the area of the Tenements. It is common practice for an explorer to undertake heritage surveys only over areas about to be disturbed and only when work is imminent.

11. Consent

This report is given on 13 July 2021 and unless specified to the contrary, speaks only to the laws in force on that date. House Legal has consented to the inclusion of this Report in the Prospectus in the form and context in which it is included and has not withdrawn that consent before the lodgement of the Prospectus with ASIC.

12. Disclosure of Interest

House Legal will be paid normal and usual professional fees for the preparation of this report and related matters, as set out elsewhere in the Prospectus.

Yours faithfully

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Stuart House Principal

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SCHEDULE 1 TENEMENTS

Tenement	Holder	Status	Area	Application Date	Grant Date	Expiry Date	Required Expenditure	Notes
Kookynie South Project
E40/270	IRIS	Live	1 block	30/10/2009	13/07/2010	12/07/2022	$20,000	1 to 7, 11, 35
E40/348	IRIS	Live	7 blocks	19/03/2015	06/10/2015	05/10/2025	$50,000	1 to 10, 12, 35 to 37, 52
M40/336	IRIS	Live	8.6 ha	17/11/2015	08/07/2016	07/07/2037	$10,000	3 to 6, 8, 9, 13, 35, 52
P40/1333	IRIS	Live	112 ha	07/11/2013	17/06/2014	16/06/2022	$4,480	1 to 6, 8, 9, 35, 36
P40/1334	IRIS	Live	119 ha	07/11/2013	17/06/2014	16/06/2022	$4,760	1 to 6, 8, 9, 14, 35, 56
P40/1379	IRIS	Live	81 ha	11/11/2015	02/06/2016	01/06/2024	$3,240	2 to 6, 8, 9, 15, 36, 38
P40/1383	IRIS	Live	66.5 ha	01/02/2016	26/08/2016	25/08/2024	$2,680	3 to 6, 8, 9, 16, 35 to 37, 58
P40/1384	IRIS	Live	25 ha	01/02/2016	26/08/2016	25/08/2024	$2,000	3 to 6, 8, 9, 16, 35, 36, 58
P40/1385	IRIS	Live	172.2 ha	05/04/2016	08/11/2016	07/11/2024	$6,920	3 to 6, 8, 9, 17, 35 to 37, 52
P40/1386	Lofasz	Live	165.4 ha	13/04/2016	08/11/2016	07/11/2024	$6,640	2 to 6, 8, 9, 18, 19, 35, 36, 55
P40/1391	Lofasz	Live	196 ha	16/06/2016	16/0102017	15/01/2025	$7,840	3 to 6, 8, 9, 19, 36, 39, 55
P40/1400	Lofasz	Live	139.5 ha	01/07/2016	01/03/2017	28/02/2025	$5,600	3 to 6, 8, 9, 35, 36, 55

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Tenement	Holder	Status	Area	Application Date	Grant Date	Expiry Date	Required Expenditure	Notes
P40/1413	IRIS	Live	4.25 ha	09/09/2016	16/03/2017	15/03/2025	$2,000	2 to 6, 8, 9, 20, 35, 36, 52
P40/1419	Lofasz	Live	197.1 ha	04/11/2016	07/07/2017	06/07/2021	$7,920	3 to 6, 8, 9, 27, 36, 40, 55
P40/1420	Lofasz	Live	134.5 ha	04/11/2016	10/07/2017	09/07/2021	$5,400	3 to 6, 8, 9, 19, 21, 27, 36, 41, 55
P40/1448	IRIS	Live	9.42 ha	28/12/2016	14/08/2017	13/08/2021	$2,000	2 to 6, 8, 9, 22, 35, 36
P40/1463	Lofasz	Live	176.4 ha	20/11/2017	13/06/2018	12/06/2022	$7,080	2 to 6, 8, 9, 36, 40, 55
P40/1471	IRIS	Live	9.39 ha	02/08/2018	22/02/2019	21/02/2023	$2,000	2 to 6, 8, 9, 23, 36
P40/1489	IRIS	Live	152 ha	01/11/2018	28/04/2021	27/04/2025	$6,080	2, 3, 4, 8, 24, 25, 26, 36, 60
P40/1494	IRIS	Live	82 ha	21/11/2018	04/07/2019	03/07/2023	$3,280	2 to 6, 8, 9, 26, 23, 36, 42
P40/1505	Lofasz	Live	74.6 ha	17/05/2019	10/03/2020	09/03/2024	$3,000	2 to 6, 8, 9, 36, 40, 55
P40/1509	Chittleborough	Live	116.8 ha	18/10/2019	27/11/2020	26/11/2024	$4,680	2 to 6, 8, 9, 12, 36, 43, 52, 54
P40/1535	IRIS	Pending	10.3 ha	08/03/2021	N/A	N/A	N/A	35, 36
Leonora Project
P37/8657	IRIS	Live	40.2 ha	18/02/2016	09/09/2016	08/09/2024	$2,000	3 to 6, 8, 9, 44, 57
P37/8686	IRIS	Live	186 ha	01/04/2016	21/09/2017	20/09/2021	$7,440	2 to 6, 8, 9, 44, 53
P37/8696	IRIS	Live	188.6 ha	15/04/2016	08/11/2016	07/11/2024	$7,560	3 to 6, 8, 9, 44, 57
P37/8720	IRIS	Live	198.2 ha	21/06/2016	01/02/2017	31/01/2025	$7,960	3 to 6, 8, 9, 44, 57

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Tenement	Holder	Status	Area	Application Date	Grant Date	Expiry Date	Required Expenditure	Notes
P37/8812	IRIS	Live	128.8 ha	17/10/2016	05/05/2017	04/05/2021	$5,160	3 to 6, 8, 9, 27, 44, 57
P37/8936	IRIS	Live	59 ha	10/04/2017	14/11/2017	13/11/2021	$2,360	2 to 6, 8, 9, 44, 53
P37/8980	IRIS	Live	197 ha	09/05/2017	30/11/2017	29/11/2021	$7,880	2 to 6, 8, 9, 28, 44, 59
P37/8981	IRIS	Live	200 ha	09/05/2017	30/11/2017	29/11/2021	$8,000	2 to 6, 8, 9, 44, 59
P37/8982	IRIS	Live	200 ha	09/05/2017	30/11/2017	29/11/2021	$8,000	2 to 6, 8, 9, 44, 59
P37/8983	IRIS	Live	197 ha	09/05/2017	30/11/2017	29/11/2021	$7,880	2 to 6, 8, 9, 28, 44, 59
P37/8984	IRIS	Live	196 ha	09/05/2017	16/04/2018	15/04/2022	$7,840	2 to 6, 8, 9, 44, 59
P37/8985	IRIS	Live	199.8 ha	09/05/2017	30/11/2017	29/11/2021	$8,000	2 to 6, 8, 9, 28, 44, 59
P37/8986	IRIS	Live	200 ha	09/05/2017	30/11/2017	29/11/2021	$8,000	2 to 6, 8, 9, 28, 44, 59
P37/8987	IRIS	Live	198.9 ha	09/05/2017	16/04/2018	15/04/2022	$7,960	2 to 6, 8, 9, 29, 44, 59
P37/9033	IRIS	Live	200 ha	23/06/2017	01/02/2018	31/01/2022	$8,000	2 to 6, 8, 9, 30, 31, 36, 44, 53
P37/9034	IRIS	Live	199 ha	23/06/2017	01/02/2018	31/01/2022	$7,960	2 to 6, 8, 9, 30, 31, 36, 44, 53
P37/9035	IRIS	Live	200 ha	23/06/2017	01/02/2018	31/01/2022	$8,000	2 to 6, 8, 9, 30, 31, 36, 45, 53
P37/9159	IRIS	Live	9.6 ha	12/06/2018	15/01/2019	14/01/2023	$2,000	2 to 6, 8, 9, 32, 44, 57
P37/9351	IRIS	Live	189.2 ha	07/04/2020	19/03/2021	18/03/2025	$7,600	2 to 6, 8, 9, 33, 44, 53

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Tenement	Holder	Status	Area	Application Date	Grant Date	Expiry Date	Required Expenditure	Notes
P37/9352	IRIS	Live	181.5 ha	07/04/2020	22/03/2021	21/03/2025	$7,280	2 to 6, 8, 9, 44, 53
P37/9353	IRIS	Live	193.4 ha	07/04/2020	09/06/2021	08/06/2025	$7,760	2 to 6, 8, 9, 31, 44, 53
P37/9354	IRIS	Live	196.5 ha	07/04/2020	26/02/2021	25/02/2025	$7,880	2 to 6, 8, 9, 44, 53
P37/9355	IRIS	Live	196.2 ha	07/04/2020	26/02/2021	25/02/2025	$7,880	2 to 6, 8, 9, 44, 46, 53
P37/9356	IRIS	Live	172.3 ha	07/04/2020	26/02/2021	25/02/2025	$6,920	2 to 6, 8, 9, 31, 44, 53
P37/9357	IRIS	Live	160.5 ha	07/04/2020	26/02/2021	25/02/2025	$6,440	2 to 6, 8, 9, 31, 44, 53
P37/9373	IRIS	Live	1.8 ha	18/06/2020	26/02/2021	25/02/2025	$2,000	2 to 6, 8, 9, 34, 44, 57
P37/9374	IRIS	Live	184.5 ha	08/07/2020	28/04/2021	27/04/2025	$7,400	2 to 6, 8, 9, 36, 47, 53
P37/9385	IRIS	Live	200 ha	30/07/2020	02/03/2021	01/03/2025	$8,000	2 to 6, 8, 9, 33, 48, 53
P37/9386	IRIS	Live	194.7 ha	30/07/2020	02/03/2021	01/03/2025	$7,800	2 to 6, 8, 9, 33, 49, 53
P37/9387	IRIS	Live	176.4 ha	30/07/2020	02/03/2021	01/03/2025	$7,080	2 to 6, 8, 9, 33, 44, 53
P37/9388	IRIS	Live	177.8 ha	30/07/2020	02/03/2021	01/03/2025	$7,120	2 to 6, 8, 9, 33, 44, 53
P37/9389	IRIS	Live	181.7 ha	30/07/2020	02/03/2021	01/03/2025	$7,280	2 to 6, 8, 9, 33, 44, 53
P37/9390	IRIS	Live	193.3 ha	30/07/2020	02/03/2021	01/03/2025	$7,760	2 to 6, 8, 9, 33, 44, 53

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Tenement	Holder	Status	Area	Application Date	Grant Date	Expiry Date	Required Expenditure	Notes
P37/9391	IRIS	Live	192.8 ha	30/07/2020	02/03/2021	01/03/2025	$7,720	2 to 6, 8, 9, 33, 44, 53
P37/9468	Lofasz	Live	183.1 ha	27/10/2020	09/06/2021	08/06/2025	$7,360	2 to 6, 8, 9, 50
P37/9469	Lofasz	Live	194 ha	27/10/2020	09/06/2021	08/06/2025	$7,800	2 to 6, 8, 9, 44
P37/9470	Lofasz	Live	185.4 ha	27/10/2020	09/06/2021	08/06/2025	$7,440	2 to 6, 8, 9, 44
P37/9471	Lofasz	Live	169.5 ha	27/10/2020	09/06/2021	08/06/2025	$6,800	2 to 6, 8, 9, 44
P37/9472	Lofasz	Live	184 ha	27/10/2020	09/06/2021	08/06/2025	$7,400	2 to 6, 8, 9, 33, 44
P37/9473	Lofasz	Live	194.7 ha	27/10/2020	09/06/2021	08/06/2025	$7,800	2 to 6, 8, 9, 44
P37/9474	Lofasz	Live	182.8 ha	28/10/2020	01/07/2021	30/06/2025	$7,320	2 to 6, 8, 9, 44
Paterson Range Project
E45/5939	IRIS	Pending	60 blocks	01/06/2021	N/A	N/A	N/A	51
Kookynie Project
E40/406	IRIS	Pending	10 blocks	30/06/2021	N/A	N/A	N/A	35, 36
E40/407	IRIS	Pending	1 block	30/06/2021	N/A	N/A	N/A	35, 36

Holders

Chittleborough Graham John Chittleborough IRIS IRIS Metals Limited ACN 646 787 135 Lofasz Lofasz Pty Ltd ACN 644 637 105 (a wholly owned subsidiary of IRIS)

Notes

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Conditions and endorsements

Each of the Tenements are subject to standard statutory conditions. These standard conditions compel the tenement holder to promptly report to the Minister responsible for the administration of the Mining Act all minerals of economic interest discovered within the Tenements. The standard conditions also stipulate that a tenement holder obtain the consent of an officer of the DMIRS prior to conducting any ground disturbing work, basic environmental and rehabilitation conditions (such as filling or otherwise making safe all holes, pits, trenches and other disturbances to the surface of the land which are made whilst exploring for minerals) and a requirement to prevent fire, damage to trees or other property, damage to livestock. In addition to these standard conditions, the following applies:

All surface holes drilled for the purpose of exploration are to be capped, filled or otherwise made safe immediately after completion.
All disturbances to the surface of the land made as a result of exploration, including costeans, drill pads, grid lines and access tracks, being backfilled and rehabilitated to the satisfaction of the Environmental Officer, DMIRS. Backfilling and rehabilitation being required no later than 6 months after excavation unless otherwise approved in writing by the Environmental Officer, DMIRS.
All waste materials, rubbish, plastic sample bags, abandoned equipment and temporary buildings being removed from the mining tenement prior to or at the termination of exploration program.
Unless the written approval of the Environmental Officer, DMIRS is first obtained, the use of drilling rigs, scrapers, graders, bulldozers, backhoes or other mechanised equipment for surface disturbance or the excavation of costeans is prohibited. Following approval, all topsoil being removed ahead of mining operations and separately stockpiled for replacement after backfilling and/or completion of operations.
The Licensee notifying the holder of any underlying pastoral or grazing lease by telephone or in person, or by registered post if contact cannot be made, prior to undertaking airborne geophysical surveys or any ground disturbing activities utilising equipment such as scrapers, graders, bulldozers, backhoes, drilling rigs; water carting equipment or other mechanised equipment.
The Licensee or transferee, as the case may be, shall within thirty (30) days of receiving written notification of:
a. the grant of the Licence; or
b. registration of a transfer introducing a new Licensee;

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advise, by registered post, the holder of any underlying pastoral or grazing lease details of the grant or transfer.

The construction and operation of the project and measures to protect the environment being carried out generally in accordance with the document titled "Low Impact Mining Activities - Scraping and Detecting for the Tower Patch Alluvials on Exploration Licence 40/270" dated 22 March 2007 and signed by Chad Johnson (Reg ID 27701) and retained on DMIRS File No. T4794/200901. Where a difference exists between that above document(s) and the following conditions, then the following conditions prevail:
a. any alteration or expansion of operations within the lease boundaries beyond that outlined in the above document not commencing until a plan of operations and a programme to safeguard the environment are submitted to the Director, Environment, DMIRS for his assessment and until his written approval to proceed has been obtained.
b. The development and operation of the project being carried out in such a manner so as to create the minimum practicable disturbance to the existing vegetation and natural landform, to the satisfaction of an Environmental Officer, DMIRS.
c. All topsoil and vegetation being removed ahead of all mining operations and being stockpiled appropriately for later respreading or immediately respread as rehabilitation progresses.
d. At the completion of operations, all buildings and structures being removed from site or demolished and buried to the satisfaction of the Director, Environment Division, DMIRS.
e. All rubbish and scrap is to be progressively disposed of in a suitable manner, to the satisfaction of an Environmental Officer, DMIRS.
In respect to Water Resource Management Areas ( WRMA ) (which affects all of the licence) the following endorsements apply:
a. The Licensee's attention is drawn to the provisions of the:
- i. Waterways Conservation Act, 1976;
- ii. Rights in Water and Irrigation Act, 1914;
- iii. Metropolitan Water Supply, Sewerage and Drainage Act, 1909;
- iv. Country Areas Water Supply Act, 1947; and
- v. Water Agencies (Powers) Act 1984.

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b. The rights of ingress to and egress from, and to cross over and through, the mining tenement being at all reasonable times preserved to officers of Department of Water and Environmental Regulation ( DWER ) for inspection and investigation purpose.
c. The storage and disposal of petroleum hydrocarbons, chemicals and potentially hazardous substances being in accordance with the current published version of the DWER relevant Water Quality Protection Notes and Guidelines for mining and mineral processing.
d. In respect to artesian (confined) acquifers and wells, the taking of groundwater from an artesian well and the construction, enlargement, deepening or altering of any artesian well is prohibited unless current licences for these activities have been issued by DWER.
e. In respect to waterways the following endorsement applies advice must be sought from the DWER if proposing any prospecting within a defined waterway and within a lateral distance of:
- i. 50 metres from the outer-most water dependent vegetation of any perennial waterway, and
- ii. 30 metres from the outer-most water dependent vegetation of any seasonal waterway.
f. Measures such as drainage controls and stormwater retention facilities are to be implemented to minimise erosion and sedimentation of adjacent areas, receiving catchments and waterways.
g. All activities to be undertaken so as to avoid or minimise damage, disturbance or contamination of waterways, including their beds and banks, and riparian and other water dependent vegetation.
In respect to Proclaimed Ground Water Areas (which affects all of the licence) the taking of groundwater and the construction or altering of any well is prohibited without current licences for these activities issued by the DWER, unless an exemption otherwise applies.
No excavation, excepting shafts, approaching closer to the Kookynie Malcolm Road , Road verge or the road reserve than a distance equal to twice the depth of the excavation and mining on the Kookynie Malcolm Road or Road verge being confined to below a depth of 30 metres from the natural surface, and on any other road or road verge, to below a depth of 15 metres from the natural surface.
The tenement holder has been authorized to remove an additional 1,000 tonnes of ore from this tenement.
The tenement holder has been authorized to remove an additional 9,000 tonnes of ore from this tenement.

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The construction and operation of the project and measures to protect the environment to be carried out in accordance with the document titled:
a. (Reg ID 57954) Mining 336 Mining Proposal with Mine Closure Plan for Small Operations dated 17 November 2015 signed by Graham Chittleborough and retained on Department of Mines and Petroleum File No. EARS-MPMLA-57954 as Doc ID 3938878;
b. (Reg ID 57954) Letter Re: Mining Proposal and Mining Closure Plan M40/336 - Reg ID 57954 dated 24 December 2015 signed by Graham Chittleborough and retained on Department of Mines and Petroleum File No. EARS-MPMLA-57954 as Doc ID 4010387

Where a difference exists between the above document(s) and the following conditions, then the following conditions prevail.

c. The development and operation of the project being carried out in such a manner so as to create the minimum practicable disturbance to the existing vegetation and natural landform.
d. All topsoil and vegetation being removed ahead of all mining operations and being stockpiled for later respreading or immediately respread as rehabilitation progresses.
e. All rubbish and scrap is to be progressively disposed of in a suitable manner.
f. The lessee taking all reasonable measures to prevent or minimise the generation of dust from all materials handling operations, stockpiles, open areas and transport activities.
g. On the completion of operations or progressively when possible, all waste dumps, tailings storage facilities, stockpiles or other mining related landforms must be rehabilitated to form safe, stable, non-polluting structures which are integrated with the surrounding landscape and support self sustaining, functional ecosystems comprising suitable, local provenance species or alternative agreed outcome to the satisfaction of the Executive Director, Environment Division, DMIRS.
h. All activities being carried out in such a manner so as to not have a detrimental effect on the natural water flow through the lease and surrounding areas to the satisfaction of the Environmental Officer, DMIRS.
The tenement holder has been authorized to remove an additional 9.500 tonnes of ore from this tenement. 15. The tenement holder has been authorized to remove an additional 2,894 tonnes of ore from this tenement. 16. The tenement holder has been authorized to remove an additional 2,500 tonnes of ore from this tenement.
The tenement holder has been authorized to remove an additional 19,500 tonnes of ore from this tenement.

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The tenement holder has been authorized to remove an additional 6,500 tonnes of ore from this tenement.
No mining within 30 metres of either side and to a depth of 15 metres of the Rail Corridor Land RCL1/14 Kookynie to Leonora as shown in TENGRAPH ( Rail Safety Zone ) without the prior written approval of the Minister responsible for the Mining Act 1978.
a. No surface excavation approaching closer to the boundary of the Rail Safety Zone than a distance equal to three times the depth of the excavation without the prior written approval of the Resources Safety Division, DMIRS.
b. Mining below 15 metres from the natural surface of the land in the Rail Safety Zone being approved by the Resources Safety Division, DMIRS in consultation with the operator of the railway on corridor land.
c. No interference with the drainage pattern, and no parking, storage or movement of equipment or vehicles used in the course of mining within the Rail Safety Zone without the prior approval of the operator of the railway on corridor land.
d. The Licensee not excavating, drilling, installing, erecting, depositing or permitting to be excavated, drilled, installed, erected or deposited within the Rail Safety Zone any pit, well, pavement, foundation, building, or other structure or installation, or material of any nature whatsoever without the prior written consent of the Resources Safety Division, DMIRS.
e. No explosives being used or stored within one hundred and fifty (150) metres of the rail corridor land without the prior written consent of the Director, Dangerous Goods and Petroleum Safety Branch, DMIRS.
f. The rights of ingress to and egress from the rail corridor land being at all times preserved to the employees, contractors and agents of the operator of the railway on corridor land, and the Public Transport Authority of WA.
g. Such further conditions as may from time to time be imposed by the Minister responsible for the Mining Act 1978 for the purpose of protecting the rail corridor land.
The tenement holder has been authorized to remove an additional 12,960 tonnes of ore from this tenement.
The prior written consent of the Minister responsible for the Mining Act 1978 being obtained before commencing any prospecting activities on Unnumbered Land Act Reserve 15, Railway Purposes Stock Piling of Ballast Reserve 35126 and Railway Purposes Quarry Subject to Limitations Reserve 35127.
The tenement holder has been authorized to remove an additional 500 tonnes of ore from this tenement.
The tenement holder has been authorized to remove an additional 2,524 tonnes of ore from this tenement.

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No mining within 30 metres of either side and to a depth of 15 metres of the Rail Corridor Land 13 Goongarrie To Kookynie as shown in TENGRAPH without the prior written approval of the Minister responsible for the Mining Act 1978.
a. No surface excavation approaching closer to the boundary of the Rail Safety Zone than a distance equal to three times the depth of the excavation without the prior written approval of the Resources Safety Division, DMIRS.
b. Mining below 15 metres from the natural surface of the land in the Rail Safety Zone being approved by the Resources Safety Division, DMIRS in consultation with the operator of the railway on corridor land.
c. No interference with the drainage pattern, and no parking, storage or movement of equipment or vehicles used in the course of mining within the Rail Safety Zone without the prior approval of the operator of the railway on corridor land.
d. The Licensee not excavating, drilling, installing, erecting, depositing or permitting to be excavated, drilled, installed, erected or deposited within the Rail Safety Zone any pit, well, pavement, foundation, building, or other structure or installation, or material of any nature whatsoever without the prior written consent of the Resources Safety Division, DMIRS.
e. No explosives being used or stored within one hundred and fifty (150) metres of the rail corridor land without the prior written consent of the Director, Dangerous Goods and Petroleum Safety Branch, DMIRS.
f. The rights of ingress to and egress from the rail corridor land being at all times preserved to the employees, contractors and agents of the operator of the railway on corridor land, and the Public Transport Authority of WA.
g. Such further conditions as may from time to time be imposed by the Minister responsible for the Mining Act 1978 for the purpose of protecting the rail corridor land.
The prior written consent of the Minister responsible for the Mining Act 1978 being obtained before commencing any prospecting activities on Unnumbered Land Act Reserve 15 & Niagra Townsite .
Mining on any road, road verge or road reserve being confined to below a depth of 15 metres from the natural surface.
An application has been made to extend the term of this tenement for a further 4 years. The application remains pending.
The tenement holder has been authorized to remove an additional 5,980 tonnes of ore from this tenement.
The rights of ingress to and egress from Miscellaneous Licence 37/195 & 37/205 being at all times preserved to the licensee and no interference with the purpose or installations connected to the licence.

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The tenement holder has been authorized to remove an additional 4,900 tonnes of ore from this tenement.
The rights of ingress to and egress from Miscellaneous Licence 37/195 being at all times preserved to the licensee and no interference with the purpose or installations connected to the licence.
The tenement holder has been authorized to remove an additional 2,698 tonnes of ore from this tenement.
The rights of ingress to and egress from Miscellaneous Licence 37/205 being at all times preserved to the licensee and no interference with the purpose or installations connected to the licence.
The tenement holder has been authorized to remove an additional 4,000 tonnes of ore from this tenement.

Land status, Aboriginal Heritage and Native Title Claims

This tenement overlies the Melita Pastoral Lease.
This tenement overlies the Nyalpa Pirniku Native Title Claim ((WC2019/002).
This tenement overlies a registered aboriginal site (1097 – Brittania Burials, Mythological, Skeletal Material / Burial). The site affects less than 5% of the area of the tenement.
This tenement overlies both the Melita Pastoral Lease and a “C” Class common reserve (approximately 50% of the tenement area over both).
A portion (approximately 5%) of this tenement overlies the “C” Class reserve “Railway Purposes Quarry and an unnumbered railway reserve, the balance overlying the Melita Pastoral Lease.
This tenement overlies the Morapoi Aboriginal Corporation Pastoral Lease N049728.
This tenement overlies the Melita Pastoral Lease (as to approximately 50%) and the “C” Class reserve “Railway Purposes Quarry, an unnumbered railway reserve and a general lease which affect the balance.
A portion of this tenement (approximately 35%) overlies the Melita Pastoral Lease, the balance being unallocated crown land.
A portion of this tenement (approximately 65%) overlies the Melita Pastoral Lease, the balance overlying a “C” Class Common reserve.
This tenement overlies the Minara Pastoral Lease.

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A portion of this tenement (approximately 35%) overlies the Minara Pastoral Lease, the balance overlying a “C” Class common reserve. 46. This tenement overlies a registered aboriginal site (15786 – Cardinia Creek, Artifact Skatter). The site affects less than 10% of the area of the tenement.
The whole of this tenement overlies a “C” Class common reserve.
This tenement overlies both the Mertondale Pastoral Lease (approximately 83%) and the Minara Pastoral Lease (approximately 17%).
This tenement overlies both the Mertondale Pastoral Lease (approximately 65%) and the Minara Pastoral Lease (approximately 35%).
This tenement overlies both the Mertondale Pastoral Lease (approximately 7%) and the Minara Pastoral Lease (approximately 93%).
This tenement overlies the Nyangumarta People (Part A) native title determination (WCD2009/001).

Title, ownership and contractual interests

Graham John Chittleborough and Gaye Leonie Grinham hold alluvial rights over this tenement. The alluvial rights grant access to the tenement, to a depth of 1m from the surface (but excluding hard rock), for prospecting purposes. The alluvial rights are more fully described in section 10.3(A), under the heading Chittleborough and Grinham Sale and Purchase Agreement of this Prospectus (which does not form part of this report).
tenement is subject to a sale and purchase agreement between IRIS, Graham John Chittleborough and Gaye Leonie Grinham whereby IRIS has agreed to purchase Mr Chittleborough’s interest in the tenement. .
This tenement is subject to a 0.75% royalty payable on the gross proceeds of all minerals recovered from the tenement and retained alluvial rights. The terms of the royalty and extent of the alluvial rights are more fully described in section 10.3(A), under the heading Crew, Bhasin Legendre Sale and Purchase Agreements of this Prospectus (which does not form part of this report).
This tenement forms part of the agreement referred to in note 52 above (granting alluvial rights). IRIS’s rights to the tenement will only take effect on and from 30 October 2021. Until that time, IRIS will hold only a beneficial interest in the tenement. These rights are more fully described in section 10.3(A), under the heading Chittleborough and Grinham Sale and Purchase Agreement of this Prospectus (which does not form part of this report).
This tenement is subject to an agreement granting alluvial rights to a previous holder. The alluvial rights grant access to the tenement, to a depth of 1m from the surface (but excluding hard rock), for prospecting purposes. The alluvial rights are more fully described in

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section 10.3(A), under the heading Chittleborough and Grinham Sale and Purchase Agreement of this Prospectus (which does not form part of this report).

There are certain future contingent consideration payments due to be paid to Jamie Douglas Jones on this tenement. In addition, Mr Jones holds the right to prospect on the tenement to a depth of 1m (which alluvial rights survive the conversion of the tenement to a mining lease). Mr Jones may also process an existing mullock heap on the tenement. The contingent consideration and Mr Jones’s rights are more fully set out in section 10.3(A), under the heading Jones Sale and Purchase Agreement of this Prospectus (which does not form part of this report).
Michael Lorentz holds alluvial rights over this tenement. The alluvial rights grant access to the tenement, to a depth of 2m from the surface (but excluding hard rock), for prospecting purposes. The alluvial rights are more fully described in section 10.3(A), under the heading Lorentz Sale and Purchase Agreement of this Prospectus (which does not form part of this report).
Nathan Kim Malatesta holds alluvial rights over this tenement. The alluvial rights grant access to the tenement, to a depth of 2m from the surface (but excluding hard rock), for prospecting purposes. The alluvial rights are more fully described in section 10.3(A), under the heading Malatesta Sale and Purchase Agreement of this Prospectus (which does not form part of this report).
This tenement is subject to a 0.75% royalty payable on the gross proceeds of all minerals recovered from the tenement and retained alluvial rights. The terms of the royalty and extent of the alluvial rights are more fully described in section 10.3(A), under the heading KJAZZ Sale and Purchase Deed of this Prospectus (which does not form part of this report).
Ryan James Curnow, Kelly Anne Moses and Craig Dixon hold alluvial rights over this tenement. The alluvial rights grant access to the tenement, to a depth of 2m from the surface (but excluding hard rock), for prospecting purposes. The alluvial rights are more fully described in section 10.3(A), under the heading Curnow, Moses and Dixon Sale and Purchase Agreement of this Prospectus (which does not form part of this report).
This application is a “second in time” application meaning that a competing application has been applied for, over the identical area, prior to this application being lodged. If that prior application is successful, there will be no ground available for the grant of this application and it will be refused.

IRIS Metals Limited - Prospectus

CORPORATE DIRECTORY

DIRECTORS

Simon Richard Lill Peter Ashley Marks Tal Paneth Christopher Alan David Connell

REGISTERED OFFICE

C/- QR Lawyers Pty Ltd

Level 6, 400 Collins Street Melbourne, Victoria, 3000

Telephone: (03) 8692 9000 Website: https://www.irismetals.com/

COMPANY SECRETARY

David James Franks

SHARE REGISTRY Automic Pty Ltd

PROPOSED ASX CODE:

IR1

LEAD MANAGER OF THE OFFER

Taurus Capital Pty Limited

Suite 7, 1 Alvan Street Mount Lawley WA 6050

INVESTIGATING ACCOUNTANT

William Buck Audit (Vic) Pty Ltd

Level 20 ,181 William Street Melbourne, Victoria, 3000

477 Collins Street Melbourne, Victoria, 3000

LEGAL ADVISERS

QR Lawyers Pty Ltd

Level 6, 400 Collins Street Melbourne, Victoria, 3000

COMPANY’S AUDITOR

William Buck Audit (Vic) Pty Ltd

Level 20 ,181 William Street Melbourne, Victoria, 3000

179

GENERAL OFFER APPLICATION FORM

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IRIS METALS LIMITED (ABN 61 646 787 135)

Your Application Form must be received by no later than:

23 AUGUST 2021

(unless extended or closed earlier)

Application Options:

Option A: Apply Online and Pay Electronically (Recommended)

Apply online at: https://investor.automic.com.au/#/ipo/irismetals

✓ Pay electronically: Applying online allows you to pay electronically, via BPAY® or EFT (Electronic Funds Transfer).
✓ Get in first, it’s fast and simple: Applying online is very easy to do, it eliminates any postal delays and removes the risk of it being potentially lost in transit.
✓ It’s secure and confirmed: Applying online provides you with greater privacy over your instructions and is the only method which provides you with confirmation that you’re Application has been successfully processed.

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To apply online, simply scan the barcode to the right with your tablet or mobile device or you can enter the URL above into your browser.

Option B: Standard Application

Enter your details below (clearly in capital letters using pen), attach cheque and return in accordance with the instructions on page 2 of the form.

1. Number of Shares applied for Application payment (multiply box 1 by $0.20 per Share) , , A$ , , . Applications for New Shares under the Equity Offer must be for a minimum of 10,000 Shares ($2,000) and thereafter in multiples of 5,000 New Shares ($1,000).	1. Number of Shares applied for Application payment (multiply box 1 by $0.20 per Share) , , A$ , , . Applications for New Shares under the Equity Offer must be for a minimum of 10,000 Shares ($2,000) and thereafter in multiples of 5,000 New Shares ($1,000).	1. Number of Shares applied for Application payment (multiply box 1 by $0.20 per Share) , , A$ , , . Applications for New Shares under the Equity Offer must be for a minimum of 10,000 Shares ($2,000) and thereafter in multiples of 5,000 New Shares ($1,000).	1. Number of Shares applied for Application payment (multiply box 1 by $0.20 per Share) , , A$ , , . Applications for New Shares under the Equity Offer must be for a minimum of 10,000 Shares ($2,000) and thereafter in multiples of 5,000 New Shares ($1,000).	1. Number of Shares applied for Application payment (multiply box 1 by $0.20 per Share) , , A$ , , . Applications for New Shares under the Equity Offer must be for a minimum of 10,000 Shares ($2,000) and thereafter in multiples of 5,000 New Shares ($1,000).	1. Number of Shares applied for Application payment (multiply box 1 by $0.20 per Share) , , A$ , , . Applications for New Shares under the Equity Offer must be for a minimum of 10,000 Shares ($2,000) and thereafter in multiples of 5,000 New Shares ($1,000).	1. Number of Shares applied for Application payment (multiply box 1 by $0.20 per Share) , , A$ , , . Applications for New Shares under the Equity Offer must be for a minimum of 10,000 Shares ($2,000) and thereafter in multiples of 5,000 New Shares ($1,000).	1. Number of Shares applied for Application payment (multiply box 1 by $0.20 per Share) , , A$ , , . Applications for New Shares under the Equity Offer must be for a minimum of 10,000 Shares ($2,000) and thereafter in multiples of 5,000 New Shares ($1,000).
	,	,	A$	,		,	.
Applications for New Shares under the Equity Offer must be for a minimum of 10,000 Shares ($2,000) and thereafter in

2. Applicant name(s) and postal address (Refer to Naming Standards overleaf)					Post Code:





					Post Code:

3. Contact details Telephone Number Contact Name (PLEASE PRINT)

( )

Email Address

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).

CHESS Holders Only – Holder Identification Number (HIN)

Note: if the name and address details in section 2 does not match ~~exactly with your registration details held at CHESS, any Shares~~ issued as a result of your Application will be held on the Issuer ~~Sponsored subregister.~~

X

TFN/ABN/Exemption Code Applicant #1 Applicant #2

Applicant #3 If NOT an individual TFN/ABN, please note the type in the box C = Company; P = Partnership; T = Trust; S = Super Fund

YOUR PRIVACY

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Automic Pty Ltd (ACN 152 260 814) trading as Automic Group advises that Chapter 2C of the Corporation Act 2001 requires information about you as a securityholder (including your name, address and details of the Shares you hold) to be included in the public register of the entity in which you hold Shares. Primarily, your personal information is used in order to provide a service to you. We may also disclose the information that is related to the primary purpose and it is reasonable for you to expect the information to be disclosed. You have a right to access your personal information, subject to certain exceptions allowed by law and we ask that you provide your request for access in writing (for security reasons). Our privacy policy is available on our website – www.automic.com.au

CORRECT FORMS OF REGISTRABLE TITLE

Type of Investor
Correct Form of Registration
Incorrect Form of Registration
Individual
Mr John Richard Sample
J R Sample
Joint Holdings
Mr John Richard Sample & Mrs Anne Sample
John Richard & Anne Sample
Company
ABC Pty Ltd
ABC P/L or ABC Co
Trusts
Mr John Richard Sample

John Sample Family Company
Superannuation Funds
Mr John Sample & Mrs Anne Sample

John & Anne Superannuation Fund
Partnerships
Mr John Sample &
Mr Richard Sample

John Sample & Son
Clubs/Unincorporated Bodies
Mr John Sample

Health Club
Deceased Estates
Mr John Sample

Anne Sample (Deceased)

INSTRUCTIONS FOR COMPLETING THE FORM

YOU SHOULD READ THE PROSPECTUS CAREFULLY BEFORE COMPLETING THIS APPLICATION FORM.

This is an Application Form for fully paid ordinary Shares in IRIS Metals Limited (ABN 61 646 787 135) (the " Company ") made under the terms set out in the Prospectus dated 16 July 2021.

Capitalised terms not otherwise defined in this document has the meaning given to them in the Prospectus. The Prospectus contains important information relevant to your decision to invest and you should read the entire Prospectus before applying for Shares. If you are in doubt as to how to deal with this Application Form, please contact your accountant, lawyer, stockbroker or other professional adviser. To meet the requirements of the Corporations Act, this Application Form must not be distributed unless included in, or accompanied by, the Prospectus and any supplementary Prospectus (if applicable). While the Prospectus is current, the Company will send paper copies of the Prospectus, and any supplementary Prospectus (if applicable) and an Application Form, on request and without charge.

Shares Applied For & Payment Amount - Enter the number of Shares & the amount of the application monies payable you wish to apply for. Applications for New Shares under the Equity Offer must be for a minimum of 10,000 Shares ($2,000) and thereafter in multiples of 5,000 New Shares ($1,000).
Applicant Name(s) and Postal Address - ONLY legal entities can hold Shares. The Application must be in the name of a natural person(s), companies or other legal entities acceptable by the Company. At least one full given name and surname is required for each natural person. Refer to the table above for the correct forms of registrable title(s). Applicants using the wrong form of names may be rejected. Next, enter your postal address for the registration of your holding and all correspondence. Only one address can be recorded against a holding.
Contact Details - Please provide your contact details for us to contact you between 9:00am and 5:00pm (AEST) should we need to speak to you about your application. In providing your email address you elect to receive electronic communications. You can change your communication preferences at any time by logging in to the Investor Portal accessible at https://investor.automic.com.au/#/home.
CHESS Holders - If you are sponsored by a stockbroker or other participant and you wish to hold Shares allotted to you under this Application on the CHESS subregister, enter your CHESS HIN. Otherwise leave the section blank and on allotment you will be sponsored by the Company and a “Securityholder Reference Number” (‘SRN’) will be allocated to you.
TFN/ABN/Exemption - If you wish to have your Tax File Number, ABN or Exemption registered against your holding, please enter the details. Collection of TFN’s is authorised by taxation laws but quotation is not compulsory and it will not affect your Application.
Payment - Payments for Applications made using a paper Application Form can only be made by cheque. Your cheque must be made payable “IRIS Metals Limited” and drawn on an Australian bank and expressed in Australian currency and crossed "Not Negotiable". Cheques or bank drafts drawn on overseas banks in Australian or any foreign currency will NOT be accepted. Any such cheques will be returned and the acceptance deemed to be invalid. Sufficient cleared funds should be held in your account as your acceptance may be rejected if your cheque is dishonoured. Completed Application Forms and accompanying cheques must be received before 5:00pm (AEST) on the Closing Date by being delivered or mailed to the address set out in the instructions below.

Applicants wishing to pay by BPAY® or EFT should complete the online Application, which can be accessed by following the web address provided on the front of the Application Form. Please ensure that payments are received by 5:00pm (AEST) on the Closing Date. Do not forward cash with this Application Form as it will not be accepted.

DECLARATIONS

BY SUBMITTING THIS APPLICATION FORM WITH THE APPLICATION MONIES, I/WE DECLARE THAT I/WE:

Have received a copy of the Prospectus, either in printed or electronic form and have read the Prospectus in full;
Have completed this Application Form in accordance with the instructions on the form and in the Prospectus;
Declare that the Application Form and all details and statements made by me/us are complete and accurate;
I/we agree to provide further information or personal details, including information related to tax-related requirements, and acknowledge that processing of my application may be delayed, or my application may be rejected if such required information has not been provided;
Agree and consent to the Company collecting, holding, using and disclosing my/our personal information in accordance with the Prospectus;
Where I/we have been provided information about another individual, warrant that I/we have obtained that individual’s consent to the transfer of their information to the Company;
Acknowledge that once the Company accepts my/our Application Form, I/we may not withdraw it;
Apply for the number of Shares that I/we apply for (or a lower number allocated in a manner allowed under the Prospectus);
Acknowledge that my/our Application may be rejected by the Company in its absolute discretion;
Authorise the Company and their agents to do anything on my/our behalf necessary (including the completion and execution of documents) to enable the Shares to be allocated;
Am/are over 18 years of age;
Agree to be bound by the Constitution of the Company; and
Acknowledge that neither the Company nor any person or entity guarantees any particular rate of return of the Shares, nor do they guarantee the repayment of capital.

LODGEMENT INSTRUCTIONS

The Offer opens on 2 August 2021 and is expected to close on 23 August 2021. The Directors reserve the right to close the Offer at any time once sufficient funds are received or to extend the Offer period. Applicants are encouraged to submit their Applications as early as possible. Completed Application Forms and payments must be submitted as follows:

Paper Application and Cheque Online Applications and BPAY® or EFT Payments By Post: or By Hand Delivery: Online: ~~IRI~~ S Metals Limited IRIS Metals Limited https://investor.automic.com.au/#/ipo/irismetals C/- Automic Pty Ltd C/- Automic Pty Ltd Level 5, 126 Phillip Street Level 5, 126 Phillip Street SYDNEY NSW 2000 SYDNEY NSW 2000

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ASSISTANCE

Need help with your application, no problem. Please contact Automic on:

PHONE: 1300 288 664 within Australia +61 (2) 9698 5414 from outside Australia

LIVE WEBCHAT: Go to www.automicgroup.com.au

EMAIL: [email protected]

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IRIS Metals Limited - Prospectus
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IRIS Metals Limited - Prospectus

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101

AI assistant

IRIS METALS LIMITED — Capital/Financing Update 2021

65139_rns_2021-09-20_72204199-5f2f-4752-9875-9cb026d1ae5a.pdf

PROSPECTUS

LEAD MANAGER

THIS OFFER IS NOT UNDERWRITTEN

IMPORTANT INFORMATION

IMPORTANT NOTICES

GENERAL

INVESTMENT ADVICE

EXPOSURE PERIOD

EXPIRY DATE

DOCUMENTS INCORPORATED BY REFERENCE

COMPANY WEBSITE

FORWARD-LOOKING STATEMENTS

PRIVACY STATEMENT

CURRENCY

WEB SITE – ELECTRONIC PROSPECTUS

FOREIGN OFFER RESTRICTIONS

DEFINED TERMS

TIME

TRADEMARKS

PHOTOGRAPHS AND DIAGRAMS

ENQUIRIES

CONTENTS

CHAIRMAN’S LETTER

Dear Investor

KOOKYNIE

LEONORA

PRE-LISTING EXPLORATION

POST-LISTING EXPLORATION

BOARD OF DIRECTORS/MANAGEMENT

KEY OFFER INFORMATION

INDICATIVE TIMETABLE

THE OFFERS

KEY STATISTICS OF THE OFFER

SHARES

Notes to table:

OPTIONS

Note to table:

1. INVESTMENT OVERVIEW

A. IRIS METALS

B. BUSINESS OVERVIEW

C. RISKS

ITEM

SUMMARY

FURTHER INFORMATION

Specific Risks

ITEM

Industry Specific Risks

D. KEY PEOPLE, INTERESTS AND BENEFITS

E. KEY FINANCIAL INFORMATION

F. KEY OFFER INFORMATION

ITEM SUMMARY

FURTHER INFORMATION

Shares

ITEM

FURTHER SUMMARY INFORMATION

G. ADDITIONAL INFORMATION

ITEM

SUMMARY

2. COMPANY OVERVIEW

2.1 COMPANY SNAPSHOT AND STRATEGY

FIGURE 1: LOCATION OF IRIS METALS’ MINERAL PROJECTS

2.2 KOOKYNIE PROJECT

KOOKYNIE - SUMMARY OVERVIEW

(A) KOOKYNIE PROJECT BACKGROUND

(B) IRIS METALS KOOKYNIE TENURE

(C) EXPLORATION

FIGURE 2: IRIS METALS KOOKYNIE TENURE RELATIVE TO ITS REGIONAL PEERS

(D) KOOKYNIE SUB PROJECTS

RISE & SHINE

Significant Historic Intercepts at Rise & Shine:

IMPORTANT NOTE REGARDING EXPLORATION RESULTS

FIGURE 4: DRILLING AT RISE & SHINE SHOWING MAXIMUM DOWNHOLE GOLD

LILY PROSPECT

Significant Historic Drilling at the Lily Prospect:

IMPORTANT NOTE REGARDING EXPLORATION RESULTS

FIGURE 5: LOCATION AND DRILLING AT THE LILY PROSPECT

FIGURE 8: CROSS-SECTION B-B’ AT LILY

IRIS METALS LIMITED Capital/Financing Update 2021