IRIS METALS LIMITED — Capital/Financing Update 2023

May 31, 2023

Proposed issue of securities

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Update Summary

Entity name

IRIS METALS LIMITED

Announcement Type

Update to previous announcement

Date of this announcement

1/6/2023

Reason for update to a previous announcement

Updated timeline, being:

1. Closing date for General Offer and Secondary Offers to 7 June 2023

2. Proposed allotment date to 13 June 2023.

Refer to next page for full details of the announcement

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Proposed issue of securities

Part 1 - Entity and announcement details

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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 Registration Number ABN 61646787135

1.3 ASX issuer code

IR1

1.4 The announcement is

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Update/amendment to previous announcement

1.4a Reason for update to a previous announcement

Updated timeline, being:

1. Closing date for General Offer and Secondary Offers to 7 June 2023

2. Proposed allotment date to 13 June 2023.

1.4b Date of previous announcement to this update

18/4/2023

1.5 Date of this announcement

1/6/2023

1.6 The Proposed issue is:

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A non-+pro rata offer of +securities under a +disclosure document or +PDS

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Part 5 - Details of proposed non-pro rata offer under a disclosure document or PDS

Part 5A - Conditions

5A.1 Do any external approvals need to be obtained or other conditions satisfied before the non-pro rata offer of +securities under a +disclosure document or + PDS can proceed on an unconditional basis? Yes

5A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 5/5/2023 Actual

Comments

Part 5B - Offer 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 Yes 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

The number of +securities to be offered under the +disclosure document or +PDS

5,500,000

Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? No

Will individual security holders be required to accept the offer for a

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Proposed issue of securities	Proposed issue of securities
minimum number or value of +securities (i.e. a minimum acceptance
condition)?
No
Will individual security holders be limited to accepting the offer for a
maximum number or value of +securities (i.e. a maximum acceptance
condition)?
No
Offer price details
Has the offer price been determined?
Yes
In what currency will the offer be	What is the offer price per +security?
made?	AUD 0.00001
AUD - Australian Dollar
Oversubscription & Scale back details
Will the entity be entitled to accept over-subscriptions?
No
Will a scale back be applied if the offer	is over-subscribed?
No
Will these +securities rank equally in all respects from their issue date with
the existing issued +securities in that class?
Yes

Attaching +Security

Is the proposed attaching 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

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? No No

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Proposed issue of securities

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----- Start of picture text -----

ASX +security code +Security description
New class-code to be confirmed Options expiring 16-May-2026 Ex $1.50
+Security type
Options
The number of +securities to be offered under the +disclosure document or +PDS
2,750,000
Offer price details
Has the offer price been determined?
Yes
In what currency will the offer be made? What is the offer price per +security?
AUD - Australian Dollar AUD 0.00000
Oversubscription & Scale back details
Will the entity be entitled to accept over-subscriptions?
No
Will a scale back be applied if the offer is
over-subscribed?
No
Will all the +securities issued in this class rank equally in all respects from their issue date?
Yes
Options details
+Security currency
AUD - Australian Dollar
Exercise price Expiry date
AUD 1.5000 16/5/2026
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 shares for each 1 option
----- End of picture text -----

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Proposed issue of securities

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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 Prospectus released same day as this form. Refer Schedule 2 in EGM NOM: https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02650107-3A615887?access_token=83 ff96335c2d45a094df02a206a39ff4

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

The number of +securities to be offered under the +disclosure document or +PDS

4,000,000

Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? No

Will individual security holders be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? No

Will individual security holders be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? No

Offer price details

Has the offer price been determined?

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Yes

In what currency will the offer be made? AUD - Australian Dollar

What is the offer price per +security?

AUD 0.00001

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Oversubscription & Scale back details

Will the entity be entitled to accept over-subscriptions? No

Will a scale back be applied if the offer is over-subscribed? No

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

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)? New class

Details of +securities proposed to be issued

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 Options expiring 16-May-2025 Ex $1.50

+Security type

Options

The number of +securities to be offered under the +disclosure document or +PDS

750,000

Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? No

Will individual security holders be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? No

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Proposed issue of securities

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Will individual security holders be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? No

Offer price details
Has the offer price been determined?
Yes
In what currency will the offer be	What is the offer price per +security?
made?	AUD 0.00001
AUD - Australian Dollar
Oversubscription & Scale back details
Will the entity be entitled to accept over-subscriptions?
No
Will a scale back be applied if the offer	is over-subscribed?
No
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes

Options details
+Security currency Exercise price	Expiry date
AUD - Australian Dollar AUD 1.5000	16/5/2025
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 shares for each 1 option
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 Prospectus released same day as this form. Refer Schedule 5 in EGM NOM: https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02650107-3A615887?access_token=83 ff96335c2d45a094df02a206a39ff4

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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 IR1AF : PERFORMANCE RIGHTS The number of +securities to be offered under the +disclosure document or +PDS 12,000,000

Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? No

Will individual security holders be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? No

Will individual security holders be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? No

Offer price details

Has the offer price been determined? Yes

In what currency will the offer be What is the offer price per +security? made? AUD 0.00001 AUD - Australian Dollar

Oversubscription & Scale back details

Will the entity be entitled to accept over-subscriptions? No

Will a scale back be applied if the offer is over-subscribed? No

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

Part 5C - Timetable

5C.1 Lodgement date of +disclosure document or +PDS with ASIC

18/4/2023

5C.2 Date when +disclosure document or +PDS and acceptance forms will be made available to investors

19/4/2023

5C.3 Offer open date

19/4/2023

5C.4 Closing date for receipt of acceptances

7/6/2023

5C.6 Proposed +issue date

13/6/2023

Part 5D - Listing Rule requirements

5D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? Yes

5D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1

5/5/2023

5D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes

Part 5E - Fees and expenses

5E.1 Will there be a lead manager or broker to the proposed offer? Yes

5E.1a Who is the lead manager/broker?

Jett Capital Advisors, LLC - however not remunerated for securities under this App 3B. Refer App 3B lodged concurrently with this form.

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5E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

Not remunerated for securities under this App 3B. Refer App 3B lodged concurrently with this form.

5E.2 Is the proposed offer to be underwritten?

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No

5E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission?

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No

5E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

All securities are being issued for NIL value, being:

1. 5.5m and 2.75m options for Longview acquisition

2. 3.8m and 0.2m (4.0m shares) for Edison Patented Claim and BLM Claims

3. 0.75m Lead Manager Options

4. 12m Performance Rights to Directors and CFO Refer Prospectus lodged concurrently with this form.

Part 5F - Further Information

5F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

1. 5.5m and 2.75m options for Longview acquisition

2. 3.8m and 0.2m (4.0m shares) for Edison Patented Claim and BLM Claims

3. 0.75m Lead Manager Options

4. 12m Performance Rights to Directors and CFO

5. Refer Prospectus lodged concurrently with this form.

6. 5F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? No

5F.2 Please explain the entity's allocation policy for the offer, including whether or not acceptances from existing +security holders will be given priority

N/A

5F.3 URL on the entity's website where investors can download the +disclosure document or +PDS

https://irismetals.com/

5F.4 Any other information the entity wishes to provide about the proposed offer

1. In respect of the 2.75m options attaching to the 5.5m shares (Longview Acquisition), the proposed allotment is up to 2.75m options; and

2. Of the securities proposed to be issued under this form, 11.0m Performance Rights are to related parties requiring shareholder approval under LR 10.11.

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