IRIS METALS LIMITED — Capital/Financing Update 2022

May 22, 2022

Proposed issue of securities

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Announcement Summary

Entity name

IRIS METALS LIMITED

Announcement Type

New announcement

Date of this announcement

23/5/2022

The Proposed issue is:

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A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	PERFORMANCE RIGHTS - LITHIUM USA - 5 YEARS	1,000,000
confirmed
IR1	ORDINARY FULLY PAID	6,000,000

Proposed +issue date 31/5/2022

Refer to next page for full details of the announcement

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Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

IRIS METALS LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ABN

Registration Number

61646787135

1.3 ASX issuer code

IR1

1.4 The announcement is

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New announcement

1.5 Date of this announcement

23/5/2022

1.6 The Proposed issue is:

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A placement or other type of issue

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? No Part 7B - Issue details Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class Details of +securities proposed to be issued ASX +security code and description IR1 : ORDINARY FULLY PAID Number of +securities proposed to be issued 4,000,000 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No Please describe the consideration being provided for the +securities To acquire the South Dakota Project prospective for hard rock lithium. Refer to ASX Release dated 23 May 2022. Valuation below is based on a price of $0.40 per share, being the placement announced in the same release. Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 1,600,000.000000 Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

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Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description

IR1 : ORDINARY FULLY PAID

Number of +securities proposed to be issued

2,000,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration?

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No

Please describe the consideration being provided for the +securities

Consulting agreement, as IRIS¿ South Dakota in country manager, to assist IRIS in a Business Development capacity and progress its South Dakota Project. Refer to ASX Release dated 23 May 2022. Valuation below is based on a price of $0.40 per share, being the placement announced in the same release.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

800,000.000000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?

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Yes

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? New class

Will the proposed issue of this +security include an offer of attaching +securities? No

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Details of +securities proposed to be issued

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ISIN Code (if Issuer is a foreign company and +securities are non CDIs) Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed PERFORMANCE RIGHTS - LITHIUM USA - 5 YEARS +Security type Performance options/rights Number of +securities proposed to be issued 1,000,000 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No Please describe the consideration being provided for the +securities Consulting agreement, as IRIS¿ South Dakota in country manager, to assist IRIS in a Business Development capacity and progress its South Dakota Project. Refer to ASX Release dated 23 May 2022. Valuation below is based on a price of $0.40 per share, being the placement announced in the same release. Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 400,000.000000 Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Performance options/rights details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.0000 31/5/2027 Details of the type of +security that will be issued if the option is exercised IR1 : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised 1,000,000 fully paid ordinary shares.

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Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

Refer to ASX Release dated 23 May 2022.

Part 7C - Timetable

7C.1 Proposed +issue date

31/5/2022

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

4,000,000 shares; 2,000,000 shares; and 1,000,000 performance rights.

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? Yes

7D.4a Please enter the number and +class of the +securities subject to +voluntary escrow and the date from which they will cease to be subject to +voluntary escrow

4,000,000 shares, which will be escrowed for 2 years from the date of issue;

2,000,000 shares, vesting in equal tranches at the 12, 24, 36 & 48 month anniversary from the commencement date of the consulting agreement, which will be escrowed in line with ASX requirements at the time of issue; and 1,000,000 performance rights that upon achieving a drilling intercept of not less than 10m at 1.25% Li2O in South Dakota, which will be escrowed in line with ASX requirements at the time of issue.

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Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? No

7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

4,000,000 shares: to acquire the South Dakota Project prospective for hard rock lithium;

2,000,000 shares: consulting agreement; and

1,000,000 performance rights: consulting agreement.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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