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IRIS METALS LIMITED Capital/Financing Update 2023

Mar 30, 2023

65139_rns_2023-03-30_db84d1aa-011c-4689-ae3d-86559a23da5a.pdf

Capital/Financing Update

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ASX Release: 31 March 2023

Not for release to US wire services or distribution in the United States

+++++++++++++++++++++++++++++++++++++++++++

Transformational Acquisition of Patented Beecher Lithium Mines with Granted Mining Licences

Historically Significant Edison Mine Secured

Additional 313 BLM Claims Acquired in Keystone and Tinton

IRIS Focus Turns to Lithium Exploration, Development and Mining Activities

Highlights:

  • IRIS Metals Limited (“ IRIS ”) to acquire the historic Longview and Beecher mines near Custer in South Dakota (“ Longview Transaction ”).

  • The Longview and Beecher mines fall under the surface area of the existing granted mining licenses .

  • IRIS is the only mining company in the USA with approvals to mine hard rock lithium spodumene .

  • This purchase complements the mining agreements previously announced covering the Black Diamond Mine and Beecher Extended prospect; with IRIS now controlling the Historic Beecher Lithium mining trend .

  • IRIS will also acquire the historic Edison Lithium Mine and an additional 313 BLM claims in the Keystone and Tinton districts of South Dakota (“ Schad Transaction ”).

  • IRIS is the largest holder of lithium mining claims in South Dakota with a vision to become a leading supplier of lithium to the North American battery metals industry.

  • Appointment of independent Non-executive Director Bruce Smith to boost technical geological expertise.

IRIS Metals Limited ( IRIS or Company ) ( ASX:IR1 ) is pleased to announce it has executed two (2) agreements covering the acquisition of the historically significant Beecher, Longview and Edison patented mining claims, and 313 Bureau of Land Management (“ BLM ”) claims located in Keystone and Tinton districts, South Dakota (“ the Transactions” ).

The magnitude of the Transactions provides IRIS with patented mineral rights to the entire Beecher Lithium Trend free of federal BLM obligations. It should be noted that the recently granted mining permit also covers the Beecher and Longview properties, in addition to the previously reported Beecher Extended and Black Diamond claims.

These Transactions will enable IRIS to fast track its exploration goals and its objective of becoming a leading supplier of lithium to the North American battery metals industry.

IR1 Chairman Simon Lill, commented :

The complications of re-complying with Chapters 1 and 2 of the ASX Listing Rules, together with a series of transactions in South Dakota have not been easy for management nor shareholders, resulting in the Company’s suspension from trading for the last 3 months. However, we are now in the final stages of this exercise and expect to relist on the ASX in the next quarter, emerging as the only Company in the United States with hard rock mining licences in a known pegmatite and spodumene field. Theoretically the Company could be mining and shipping DSO spodumene very quickly though strategically we wish to better define the potential with drilling in the first instance. The opportunities within the United States for critical minerals suppliers are numerous and we also look forward to better exploring those once we are reinstated to trading.

The Company will shortly be issuing a Notice of Meeting to shareholders for approval for the transaction to proceed, and anticipates shortly lodging a prospectus to raise the required capital to rapidly progress the Project. Shareholders will have a priority allocation within that prospectus.”

IRIS Metals Limited ABN Contact Details Registered Office ASX: IR1 61 646 787 135 [email protected] Suite 205, 9-11 Claremont St www.irismetals.com South Yarra VIC 3141

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A. The Projects

The Black Hills of South Dakota are famous for historic lithium mining dating back to 1898 when lithium-bearing spodumene (contains up to 8% Li₂O), and amblygonite (contains up to 10% Li₂O) were first mined near the township of Custer.

Existing project areas include: New project areas include: - - Dewy Project Keystone claims - Custer Project - Tinton claims - - Ruby Project Beecher and Longview Mines - Helen Beryl Project - Edison Mine

These projects are district scale and host lithium-cesium-tantalum (“ LCT ”) pegmatites covering several historic lithium mines and many historical industrial mineral pegmatite mines.

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Figure 1: IRIS’ South Dakota tenure.

IRIS Metals Limited ASX: IR1

ABN Contact Details Registered Office 61 646 787 135 [email protected] Suite 205, 9-11 Claremont St www.irismetals.com South Yarra VIC 3141

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Longview and Beecher Mines

The Longview and Beecher prospects comprise patented mining claims covering an area of 39 acres. This acquisition complements previously announced exploration and mining agreements over the Black Diamond and Beecher Extended patented claims. The combined project, “ Beecher Project ”, covers the majority of the historic lithium mines of the Beecher Trend (Figures 3 & 4). Both the Longview and Beecher mines produced lithium spodumene along with other economic minerals including beryllium, tantalite and mica.

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Figure 2: Map of Custer and Helen Beryl projects and Beecher Trend.

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Figure 3: The Beecher Lithium Trend, Longview acquisition represented in Yellow and Beecher acquisition represented in black.

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IRIS Metals Limited ABN Contact Details
ASX: IR1 61 646 787 135 [email protected]
www.irismetals.com
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Registered Office Suite 205, 9-11 Claremont St South Yarra VIC 3141

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60 m thickness
750m long
950m long
130m thickness
Legend
Lithology
Pegmatites
Quartzites
Schist, Phyllite, Slate, Metasediments
Amphibolite
Structures
Fault
Inferred Contact
Measured Contact
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Figure 4: Mapping of Beecher Lithium Pegmatite Trend. Highlights extensive strikes and widths of the mineralised pegmatites in outcrop.

Longview Mine

The Longview Mine is located 7km from the township of Custer in the Black Hills of South Dakota. The Longview Property is located on a 15-acre patented claim. Longview was mined in the 1950s for lithium, with spodumene ore sent to Hill City for processing.

IRIS Metals Limited ASX: IR1

Contact Details Registered Office [email protected] Suite 205, 9-11 Claremont St www.irismetals.com South Yarra VIC 3141

ABN 61 646 787 135

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Figure 5: Longview Mine with trenches and tunnel .

The main lithium bearing mineral found in the Longview Mine is spodumene with rare hiddenite and trace tantalite.

The spodumene crystals vary from 2 to 30 centimeters, with weak to moderate weathering of the spodumene in exposed surfaces.

High concentrations of spodumene crystals are seen in all three trenches and in the tunnel walls with evidence of two generations of spodumene crystals.

The initial interpretation of the geology team suggests the presence of two generations of spodumene development:

  • The first generation consists of magmatic spodumene, forming well developed crystals (K-feldspar, quartz, plagioclase, muscovite, spodumene) with very coarse to extremely coarse grains of up to 40 centimeters in size. This generation corresponds to the first magmatic crystallisation.

  • The second generation could correspond to a hydrothermal event, composed mainly of spodumene – quartz ± albite. This fluid has filled the interstitial spaces and fractures, generating a secondary spodumene enrichment.

The best grade of spodumene is where both generations occur together; however, we interpret the first generation (magmatic environment) as the most important mineralising event due to the spodumene grain size and concentration of the crystals.

IRIS geologists have been successfully using ultraviolet ( UV ) light with a wavelength λ= 365 nm to help distinguish spodumene crystals within the weathered pegmatite surfaces . The responses to UV light depend on crystal features and the grade of weathering with warmer colours generally corresponding to less weathered spodumene.

Spodumene crystals are observed along the entire length of the three trenches. The spodumene rich zone remains open to the west in all trenches.

Trench samples were generally collected at 1m intervals (table 1).

IRIS Metals Limited ABN Contact Details Registered Office ASX: IR1 61 646 787 135 [email protected] Suite 205, 9-11 Claremont St www.irismetals.com South Yarra VIC 3141

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Trench 1

In Trench 1 – 67m long trench with spodumene observed along the entire trench. It presents crystal sizes from 2 cm to 20 cm.

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UV light (λ= 365 nm)
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Figure 6: Spodumene concentrated in the walls and floor of Trench 1. UV highlighting fluorescent spodumene crystals within weathered pegmatite at Trench 1 .

IRIS Metals Limited ABN ASX: IR1 61 646 787 135

Contact Details Registered Office [email protected] Suite 205, 9-11 Claremont St www.irismetals.com South Yarra VIC 3141

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Trench 2

Trench 2 is 32m long and open to the west with spodumene observed along the entire trench. Two generations of spodumene are observed in Trench 2, exhibiting the following characteristics:

  • Well developed crystals with grain size from 13-20 centimeters;

  • Intergrowth crystals of spodumene, quartz and albite, with fine grain size (1-3 millimeters); and

  • In the east end of the trench, highly concentrated spodumene is observed (left picture) where the two generations of mineralisation are observed.

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Figure 7: UV fluorescence spodumene crystals within the Trench 2 pegmatite.

IRIS Metals Limited ASX: IR1

Contact Details [email protected] www.irismetals.com

Registered Office Suite 205, 9-11 Claremont St South Yarra VIC 3141

ABN 61 646 787 135

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Trench 3

Trench 3 is 44m long and open to the west with spodumene also observed along the entire trench. The spodumene crystals are weakly weathered in the trench walls. Spodumene crystals have a grain size from 6 to 28 centimeters; quartz intergrowth is also observed. The size of the intergrown quartz is smaller than Trench 1.

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Figure 8: Spodumene crystals in trench 3 and under UV light highlighting the fluorescent spodumene crystals

IRIS Metals Limited ASX: IR1

Contact Details Registered Office [email protected] Suite 205, 9-11 Claremont St www.irismetals.com South Yarra VIC 3141

ABN 61 646 787 135

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Longview Tunnel

When the Longview Mine was actively mined in the 1950s, activities included an exploratory tunnel from the main pit to the eastern edge of the pegmatite. Spodumene is observed throughout the entire length of the tunnel, generally at lower concentration than the open pit. Again, two generations of lithium mineralisation are observed.

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Figure 9: S podumene crystals within the Tunnel.

Figure 10: UV light highlighting the fluorescent spodumene crystals within the Tunnel.

IRIS Metals Limited ASX: IR1

Contact Details [email protected] www.irismetals.com

Registered Office Suite 205, 9-11 Claremont St South Yarra VIC 3141

ABN 61 646 787 135

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The Beecher Mine

The Beecher Mine is the oldest mine in the Beecher Trend, with the first work carried out by Bond and Sutherland in 1900.

The three large open pits were excavated from 1925 to 1934 in the mining of spodumene, columbite, and beryl. Many small pits and trenches on the property were excavated to remove large individual spodumene crystals and six diamond drill holes were drilled between 1941 and 1942. Whilst the detailed geology logs are not available, some general data is recorded by the USGS. Widths of spodumene pegmatite at the main Beecher Mine are recorded to 30m but drilling didn’t completely traverse the entire width of the pegmatite.

Production data from the Beecher Lode is incomplete, but the available production data is: Columbite 25Tn, Beryl 100T, Spodumene 50T, Amblygonite 1.970 T, Tantalite 33T.

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Figure 11: Aerial view of the Beecher Mine.

IRIS Metals Limited ASX: IR1

Contact Details [email protected] www.irismetals.com

Registered Office Suite 205, 9-11 Claremont St South Yarra VIC 3141

ABN 61 646 787 135

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Figure 12: Large lithium spodumene minerals in the pit walls of the historic Beecher Mine.

IRIS Metals Limited ASX: IR1

Contact Details [email protected] www.irismetals.com

Registered Office Suite 205, 9-11 Claremont St South Yarra VIC 3141

ABN 61 646 787 135

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Edison Mine

The Edison Lithium Mine is located on a patented claim near the township of Keystone. The Edison Mine was first worked in 1917 with subsequent sporadic periods of mining. The mine consists of open cut and underground operations. Production records are limited but 2 years of production between 1943 and 1944 indicate 2,156t @ 5.12% Li₂O (Page LR, 1953*) .

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Figure 13: The historical Edison Mine. Photos of spodumene in the pit walls and under UV light.

IRIS Metals Limited ASX: IR1

Contact Details [email protected] www.irismetals.com

Registered Office Suite 205, 9-11 Claremont St South Yarra VIC 3141

ABN 61 646 787 135

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Keystone Project

The Keystone Project consists of 137 BLM lode claims and covers an area of approximately 2,801 acres of prospective LCT-pegmatites. The claims are located near the township of Keystone. This area is famous for the production of lithium in the form of very large spodumene crystals.

The claims are located near the Edison and Etta lithium producing mines. The Etta Mine operated for >60 years (1898 to 1960), and was at times, the main source of spodumene in the world; recording a head grade of c. 6.0% Li2O and yielded up to >14m long spodumene crystals; reportedly the largest ever mined worldwide .

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Figure 14: Historical and modern day pictures of Etta Mine spodumene.

Tinton Project

The Tinton Project consists of 176 BLM lode claims and covers an area of approximately 3,622 acres of prospective LCT-pegmatites. The western portion of the claims are located in the State of Wyoming. The Tinton claims cover the interpreted extension of the Giant-Volney Mine near Spearfish in the northern part of the Black Hills. The GiantVolney pegmatite was subject to tantalum, tin and lithium mining, undertaken in the 1930s and 1940s.

During this period, the mine produced c. 22,000 lbs of columbite-tantalite concentrates, containing an average of 45.0% Ta2O, 3,800 lbs of cassiterite, 400 t of amblygonite containing 8.3% Li2O and 1,080t of spodumene concentrates, containing between 5.7 and 6.3% Li2O. The average lithium ore grade was c. 2.8% Li2O. Spodumene crystals are up to 40cm in length.

IRIS Metals Limited ABN Contact Details Registered Office ASX: IR1 61 646 787 135 [email protected] Suite 205, 9-11 Claremont St www.irismetals.com South Yarra VIC 3141

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Post Transaction South Dakota Claim Portfolio

Post Transactions, IRIS will have control of 2,387 BLM claims, ownership of 3 patented claims and access rights over 2 patented claims. Refer to Table 1 below for the current status of IRIS’ BLM and patented claim portfolio.

Project Number of Claims Areas(Acres)
Keystone1 137 2,801
Tinton1 176 3,622
Black Diamond Patent Access2 1 7
Beecher Extended Patent Access2 1 5
Longview Patent3 1 15
Beecher Patent1 2 24
Edison Patent1 1 12
Custer 1,314 26,954
Dewy/Ruby 529 10,933
Tin Mountain 225 4,648
Total 2,387 49,021
  1. Subject to royalty agreement. NSR of 1.25%.

  2. Subject to royalty agreement. USD$50,000,000 upon decision to mine. USD$50 per ton of Spodumene mined.

  3. Subject to royalty agreement. Total NSR of 2.00%.

Table 1: Table detailing current claim portfolio in the Black Hills. Note: some excisions may apply as a result of existing or contested claims.

B. Background to the Transactions

1. Longview Transaction

The Company has entered into a share purchase agreement to acquire 100% of the fully paid ordinary shares ( Shares ) in Longview Minerals, LLC from Jasdak Pty Ltd (ACN 661 829 698) ( Jasdak ) ( Longview SPA ), an unrelated party of the Company. Jasdak’s wholly owned subsidiary, Longview Minerals LLC ( Longview ) owns two patented properties, the Longview Property and the Beecher Property (together the Properties ), located alongside the Company’s existing South Dakota Project.

The Company has undertaken appropriate enquiries into the assets and liabilities, financial position and performance, profits and losses, and prospects of Longview. The Company’s enquiries into the business of Longview, and the Properties, consisted of a general corporate legal review of Longview and the Properties. Based on the Board’s experience and background, it considered that the proposed Longview Transaction would be value accretive to the Company’s shareholders.

All of the material and accessible information available to the directors of the Company in relation to the Acquisition has been included in this announcement.

2. Schad Transaction

The Company has entered into a second Heads of Agreement to acquire the historic Edison patented property and the BLM Claims from Schad Investments, LLC and Cody Schad, respectively ( Schad HOA ). Schad Investments, LLC and Cody Schad are unrelated parties of the Company.

IRIS Metals Limited ASX: IR1

Contact Details [email protected] www.irismetals.com

Registered Office Suite 205, 9-11 Claremont St South Yarra VIC 3141

ABN 61 646 787 135

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C. Terms and Conditions of the Transactions

1. Longview Transaction:

They key terms of the Longview SPA are as follows:

Consideration The consideration for the acquisition of Longview:
(a)
5,500,000 Shares in the Company;
(b)
2,500,000 options to acquire Shares in the Company, exercisable at $1.50 and an expiry
3 years from their date of issue; and
(c)
if the Prospectus has not been lodged with ASIC in connection with the re-compliance
by 30 June 2023, an additional 250,000 Options, exercisable at $1.50 on or before the
date that is three (3) years from the date of issue.
Reimburseme
nt of
Expenditure
(a)
In addition to the consideration, subject to Jasdak providing evidence of historical
expenditure incurred in developing the Properties (to the reasonable satisfaction of the
Company and in accordance with the requirements of the ASX Listing Rules), the
Company agrees to pay Jasdak up to US$500,000 in cash (Reimbursement Amount) as a
reimbursement of prior expenditure incurred by Jasdak and/or Longview in developing
the Properties.
(b)
Iris agrees to pay the Reimbursement Amount to the Vendor immediately upon the
earlier of: (i) Iris’ successful re-instatement to the Official List of the ASX which includes
completion of the re-compliance capital raise; (ii) 120 days from the completion of the
acquisition of Longview by Iris; or (iii) such other date as is mutually agreed between the
parties.
Conditions
Precedent
Settlement of the Longview SPA is subject to the satisfaction (or waiver) of the following
condition precedent: IRIS obtaining all necessary shareholder approvals required to lawfully
complete the acquisition as required by the Corporations Act 2001 (Cth) (Corporations Act) and
its constitution.

The Longview SPA otherwise contains provisions considered standard for an agreement of its nature (including representations and warranties and confidentiality provisions).

2. Schad Transaction:

The key terms of the Schad HOA are as follows:

Consideration In consideration for the acquisition of the Edison patented property and the BLM Claims, the
Company is proposing to issue:
(a)
3,800,000 Shares to Schad Investments, LLC; and
(b)
200,000 Shares to Cody Schad.
Royalty (a)
In addition to the consideration, the Company agrees to grant Schad and Cody Schad a
royalty of up to 1.25% of the net smelter returns from the sale or other disposal of
mineral products derived from the area within the boundaries of the Edison Patented
Property and the BLM Claims (Royalty).
(b)
The Royalty is to be documented in a royalty deed to be entered into by the parties
(Royalty Deed).
Conditions
Precedent
Settlement of the Schad HOA is subject to the satisfaction (or waiver) of the following conditions
precedent:

IRIS Metals Limited ABN Contact Details Registered Office ASX: IR1 61 646 787 135 [email protected] Suite 205, 9-11 Claremont St www.irismetals.com South Yarra VIC 3141

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(a)
IRIS shareholder approvals: IRIS obtaining all necessary shareholder approvals required
to lawfully complete the acquisition as required by the Corporations Act and its
constitution;
(b)
Regulatory approvals: the Parties obtaining all necessary corporate, governmental and
regulatory approvals, consents and waivers pursuant to the ASX Listing Rules, the
Corporations Act and any other applicable law to allow the Parties to lawfully complete
the acquisition; and
(c)
Third party approvals: the Parties obtaining all necessary third-party approvals, consents
and waivers to allow the Parties to lawfully complete the acquisition.

The Schad HOA otherwise contains provisions considered standard for an agreement of its nature (including representations and warranties and confidentiality provisions).

D. Change of Activities

ASX has determined that as a result of the Transactions, the Company will be required, pursuant to Listing Rule 11.1.2, to obtain approval from IR1 shareholders at a general meeting. The Company will also be required, pursuant to Listing Rule 11.1.3, to re-comply with Chapters 1 and 2 of the listing rules, a result of the Transactions triggering a change of nature of activities for IRIS ( Re-compliance ).

A meeting of IRIS’s shareholders will be called in due course ( General Meeting ) to consider the requisite approvals relating to the transaction.

It should be noted that there is no requirement for a consolidation of the Company’s securities.

E. Transaction Sequence and Indicative Timetable

Prior to the Re-compliance, the Company undertook a small raising to cover the short-term exploration costs for the Projects, and to provide for working capital and costs associated with the Re-compliance.

The Company is required to hold the General Meeting to seek shareholder approval for the Transactions and Recompliance.

It is the Company’s objective, upon conclusion of the General Meeting, to conclude the re-compliance process as quickly as possible, to ensure as little time as possible is spent in suspension. It should be noted that in anticipation of a successful shareholder vote, the Company is already well advanced in the prospectus process, with all relevant professional parties already appointed, due diligence commenced and drafts of required professional reports already underway.

The Board is of the unanimous opinion, that given the lithium opportunity it has been able to secure and build upon, pursuing this opportunity is the best path forward and in the interests of all shareholders.

An indicative timetable for the Transactions and Re-compliance is detailed below. The table is indicative only and subject to change. Shareholders should note that the Company’s securities will be suspended from the date of the General Meeting until such time that as the Company has satisfied Chapters 1 and 2 of the ASX Listing Rules.

Activity Date
ASX Announcement of Transaction 31 March 2023
Dispatch Notice of MeetingSeekingShareholder Approval 5 April 2023
Lodgement of Prospectus 11 April 2023
Opening Date of the Priority and Public Offers 19 April 2023
ClosingDate of the PriorityOffer 26 April 2023

IRIS Metals Limited ABN Contact Details Registered Office ASX: IR1 61 646 787 135 [email protected] Suite 205, 9-11 Claremont St www.irismetals.com South Yarra VIC 3141

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General Meeting 5 May2023
ClosingDate of the Public Offer 12 May2023
Settlement of Acquisitions and Priorityand Public Offers 16 May2023
Expected date for reinstatement to Official ASXQuotation1 24 May2023

1 subject to receiving final approval from ASX

F. Capital Raisings

To assist the Company to re-comply with Chapters 1 and 2 of the ASX Listing Rules, the Company will be undertaking two separate capital raisings (together, the Capital Raisings ).

Raise 1 – Pre-emptive Capital Raise to Re-compliance Process

As announced on 31 January 2023, to assist the Company to meet the costs of re-complying with Chapters 1 and 2 of the ASX Listing Rules ( Listing Rules ) and to meet ongoing operating costs for the advancement of the South Dakota Project, the Company raised $1,500,000 through a private placement at $1.00 per Share with a free attaching option to acquire a Share ( Option ) for every 2 Shares purchased, exercisable at a 50% premium to the pre-emptive raise price with a 2 year expiry, resulting in the issue of 1,500,000 new Shares and 750,000 Options ( Pre-emptive Raise ). The Preemptive Raise was fully subscribed by Electrification and Decarbonization AIE LP Fund, a 100 per cent owned subsidiary of Toronto based Waratah Capital Advisors ( Waratah ). Waratah has been a significant institutional investor across a range of global lithium opportunities and have advised IRIS that they wish to further participate in additional capital raisings with the Company.

The Company engaged North American based Jett Capital Advisors, LLC ( Jett ) to facilitate the Pre-emptive Raise. Jett is an independent boutique investment bank servicing international public and private companies with a specialized focus in the natural resource and clean technology sectors. Headquartered in New York, Jett is uniquely positioned to service its corporate clients on the ground while providing valuable access and insights to North American and international institutional investors. It should be noted that Jett have been involved in raising capital for many Companies involved in the battery metals space at various transformational stages, including but not limited to the likes of Sayona Mining (ASX:SYA), Piedmont Lithium (ASX:PLL / NASDAQ:PLL), Core Lithium (ASX:CXO), and Pilbara Minerals (ASX:PLS).

Under the mandate for the Pre-emptive Raise, a customary 6% fee was applicable, and Jett received 500,000 lead manager Options, exercisable at $1.20, with a 3-year expiry. In addition, due to the successful completion of the Preemptive Raise, Jett now has a first right of refusal over future raises.

This Pre-emptive Raise utilised the Company’s 15% placement capacity under Listing Rule 7.1.

Raise 2 – Capital Raise Associated with the Re-compliance Prospectus

The Company has appointed Jett as Lead Manager ( Lead Manager ) to raise a further $12,000,000 – $15,000,000 via a full form prospectus in connection with the re-compliance ( Prospectus ).

The raising will be comprised of a priority offer to existing IRIS shareholders of up to $1.5 million ( Priority Offer ), plus a public offer of between $10.5 million and $13.5 million ( Public Offer ) (together, the Re-compliance Raise ). The Recompliance Raise will be on the same terms as the Pre-emptive Raise, being $1.00 per Share with one free attaching Option for every 2 Shares purchased, exercisable at a 50% premium to the Pre-emptive raise price with a 2 year expiry, resulting in the issue of between 12,000,000 to 15,000,000 new Shares and between 6,000,000 to 7,500,000 new Options.

The minimum subscription under the Re-compliance Raise is $12,000,000 ( Minimum Subscription ).

In addition to their participation in the Pre-emptive Raise, Waratah has agreed to subscribe for an additional 2,000,000 Shares (and therefore an additional 1,000,000 options) at a price of $1 per Share in the Re-compliance Raise.

IRIS Metals Limited ABN Contact Details Registered Office ASX: IR1 61 646 787 135 [email protected] Suite 205, 9-11 Claremont St www.irismetals.com South Yarra VIC 3141

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The Re-compliance Raise will not be underwritten. Full details of the Re-compliance Raise will be set out in the Prospectus to be lodged with ASX.

The Lead Manager (or its nominees) will receive the following fees:

  • a management cash fee equal to 2% of the amount placed under the Public Offer (being up to $300,000);

  • a distribution cash fee equal to 4% of the amount placed under the Public Offer (being up to $600,000);

  • subject to Shareholder approval, 750,000 Options exercisable at $1.50 per Option on or before the date that is two (2) years from the date of issue ( Lead Manager Options ).

This Re-compliance Raise will be subject to shareholder approval at the General Meeting.

G. Existing and Pro-Forma Capital Structure

The indicative capital structure of the Company upon completion of the Acquisitions, based on the Company’s current securities on issue and assuming Capital Raisings are fully subscribed, will be as follows:

Shares Minimum
Subscription
Maximum
Subscription
Shares currentlyon issue1,2
Fully paid ordinaryshares 99,080,000 99,080,000
Shares issued under the Pre-emptive Raise 1,500,000 1,500,000
Sub Total 100,580,000 100,580,000
Shares to be issued as consideration for the Longview Transaction 5,500,000 5,500,000
Shares to be issued as consideration for the Schad Transaction 4,000,000 4,000,000
Shares to be issued under the Re-compliance Raise2 12,000,000 15,000,000
Sub Total 22,500,000 24,500,000
Total Shares at Completion of the Transactions and Re-Compliance 122,080,000 125,080,000
Options Quantity
Options currentlyon issue3
Unlisted Options exercisable at$0.30 on or before 15/09/2024 3,750,000 3,750,000
Unlisted Options exercisable at$0.30 on or before 15/10/2024 500,000 500,000
Unlisted Options exercisable at$0.40 on or before 31/07/25(Vested) 16,750,000 16,750,000
Unlisted Options exercisable at$0.40 on or before 31/07/25(Vest on 15/02/2024) 750,000 750,000
Unlisted Options exercisable at$0.40 on or before 31/07/25(Vest on 27/09/2023) 1,000,000 1,000,000
Zero Exercise Price Options (ZEPOs) exercisable on or before 15/09/2024 (Vest on
15/08/2023)
1,000,000 1,000,000
ZEPOs exercisable on or before 15/09/2024(Vest on 15/08/2024) 1,000,000 1,000,000
ZEPOs exercisable on or before 31/07/2025(Vest on 12/07/2023) 1,500,000 1,500,000
ZEPOs exercisable on or before 31/07/2025(Vest on 12/07/2024) 1,500,000 1,500,000
ZEPOs exercisable on or before 31/07/2025(Vest on 12/07/2025) 2,000,000 2,000,000
ZEPOs exercisable on or before 31/07/2025(Vest on 10/07/2023) 1,500,000 1,500,000
ZEPOs exercisable on or before 31/07/2025(Vest on 10/07/2024) 1,500,000 1,500,000
Options issued to Waratah exercisable at $1.50, two years from their date of issue, under the
Pre-emptive Raise
750,000 750,000
Options issued to Jett exercisable at $1.20, three years from their date of issue, under the
Pre-emptive Raise
500,000 500,000
Sub Total 34,000,000 34,000,000
Options to be issued as consideration for the Longview Transaction4 2,500,000 2,750,000
Options to be issued to the Lead Manager exercisable at $1.50, two (2) years from their date
of issue,under the Re-compliance Raise
750,000 750,000
Options to be issued under the Re-compliance Raise2 6,000,000 7,500,000
Sub Total 9,250,000 11,000,000
Total Options at Completion of the Transactions and Re-Compliance 43,250,000 45,000,000
Performance Rights Quantity
Performance Rights currentlyon issue

IRIS Metals Limited ABN Contact Details Registered Office ASX: IR1 61 646 787 135 [email protected] Suite 205, 9-11 Claremont St www.irismetals.com South Yarra VIC 3141

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Performance Rights - RLL Consulting 1,000,000 1,000,000
Sub Total 1,000,000 1,000,000
Class A Performance Rights to be issued to Directors in connection with the Transactions 2,200,000 2,200,000
Class B Performance Rights to be issued to Directors in connection with the Transactions 2,200,000 2,200,000
Class C Performance Rights to be issued to Directors in connection with the Transactions 2,200,000 2,200,000
Class D Performance Rights to be issued to Directors in connection with the Transactions 2,200,000 2,200,000
Class E Performance Rights to be issued to Directors in connection with the Transactions 2,200,000 2,200,000
Performance Rights to be issued to Damien Henderson 1,000,000 1,000,000
Sub Total 12,000,000 12,000,000
Total Performance Rights at Completion of the Transactions and Re-Compliance 13,000,000 13,000,000

Notes to table:

  1. This assumes no other Shares are issued prior to Settlement of the Transactions.

  2. 2,000,000 Shares have agreed to be issued pursuant to a consulting agreement with RLL Consulting LLC however have not yet been earned and therefore are not included in the table.

  3. The above table assumes that no options are issued or exercised prior to the completion of the Transactions.

  4. Under the Longview SPA, the Company must issue 2,500,000 options exercisable at $1.50 per option at any time on or before the date being 3 years from the date of issue, and if a Prospectus has not been lodged with ASIC in connection with the Recompliance by 1 June 2023, an additional 250,000 Options, exercisable at AUD$1.50 per option at any time on or before the date being 3 years from the date of issue.

In the preceding six months, the Company has issued the following securities:

Date Category Raise
Amount
Price Quantity
26/09/22 Kookynie Acquisition - - 60,000 Shares
31/01/23 Pre-emptive Raise to
meet the costs of
the Re-compliance
and advancing South
Dakota Project
$1,500,000 $1.00 -
1,500,000 Shares and 750,000 Options exercisable at $1.50, expiring
2 years from their date of issue to Waratah
-
500,000 lead manager options to lead manager Jett, exercisable at
$1.20, expiring three years from their date of issue

H. Control implications

Assuming completion of the Transactions, the only shareholder to continue to hold a voting power of 20% or more in IRIS will be Tal Paneth, where he will hold 24.57% at minimum subscription and 23.98% at maximum subscription (on an undiluted basis).

F. Use of Funds

The Company intends to apply the funds raised from the Pre-emptive Raise as follows:

Period: January2023 - March 2023
Funds Available Amount(A$) %
ExistingCash Reserves 70,000 4%
Funds raised from Pre-emptive Raise 1,500,000 96%
Total 2,100,000 100%
Category Application of Funds (Amount A$) %
Administrative / Overheads1 ASX 186,110 11.9%
Legals 37,593 2.4%
Accounting, COSEC, Audit & Taxation 60,739 3.9%
Broker Fees 6% 90,000 5.7%
Director fees & Wages 99,449 6.3%
Travel 1,000 0.1%
G&A 44,694 2.8%

IRIS Metals Limited ABN Contact Details Registered Office ASX: IR1 61 646 787 135 [email protected] Suite 205, 9-11 Claremont St www.irismetals.com South Yarra VIC 3141

==> picture [61 x 49] intentionally omitted <==

IR/PR 12,499 0.8%
South Dakota Project Consultants, Legal, Surveys, Mapping & Other 285,003 18.2%
Various Earthworks and Drill Prep 95,913 6.1%
Geologists 97,478 6.2%
Assaying 49,766 3.2%
Travel & Accommodation 33,705 2.1%
Mobilisation 138,742 8.8%
Consumables 18,097 1.2%
Fuel 36,194 2.3%
Expenditure on Existing Western
Australian Projects2
Holding and Exploration Costs 81,590 5.2%
WorkingCapital Working capital 201,427 12.8%
Total 2,100,000 100%

Notes to budget:

  1. Administrative component includes the following provisions: Director fees, miscellaneous overheads such as travel and office expenses, tenement maintenance and costs associated with the preparation of re-compliance.

  2. Kookynie and Leonora budgets are reflective of minimal expenditure until such further time that a corporate decision is made with respect to the future direction of the said projects.

The Company intends to apply the funds raised from the Re-compliance Raise as follows:

Funds Available Amount % Amount %
Approximate balance of cash reserves 201,427 2% 201,427 1%
Funds raised at completion 12,000,000 98% 15,000,000 99%
Total 12,201,427 100% 15,201,427 100%
Category1 Amount % Amount %
Expenditure on South Dakota 6,823,830 55.9% 6,823,830 44.9%
Expenditure on Existing Western
Australian Projects2
998,582 8.2% 998,582 6.6%
Re-Compliance Costs 1,251,000 10.3% 1,431,000 9.4%
New project identification, acquisitions
andproject expansion activities3
0 0.0% 3,000,000 19.7%
Administrative Costs4 2,922,612 24.0% 2,922,612 19.2%
WorkingCapital 205,403 1.7% 25,403 0.2%
Total 12,201,427 100% 15,201,427 100%

Notes to budget:

  1. It should be noted that the aforementioned budget is indicative only and is subject to change. Proposed project exploration expenditure and the timing will be contingent upon success and various permitting considerations.

  2. The existing Kookynie, Leonora and Patterson Province budgets are reflective of minimal expenditure until such further time that a corporate decision is made with respect to the future direction of the said projects.

  3. To the extent that funds are not allocated to new project identification, acquisitions and/or project expansion activities, surplus funds will be allocated to working capital and administrative costs. Decisions as to its allocation will be made according to the success of various projects, overhead overruns and project identification and acquisition.

  4. Administrative expenses include the general costs associated with the management and operation of the Company’s business including administration expenses, management salaries, directors’ fees, rent and other associated costs.

IRIS Metals Limited ASX: IR1

Contact Details Registered Office [email protected] Suite 205, 9-11 Claremont St www.irismetals.com South Yarra VIC 3141

ABN 61 646 787 135

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I. Effect of the Transactions on the Company’s Financials

The Company does not expect to generate revenues from operations or sale of assets during the relevant period.

The effect of the Transactions on the Company’s expenditure will be to increase expenditure as contemplated by the use of funds section above.

As at 31 March 2023
Iris Metals
Limited
Reviewed
Subsequent
event
transactions*
Pro forma
transactions
(min raise)
Pro forma
financial
position (min
raise)
Pro forma
transactions
(max raise)
Pro forma
financial
position (max
raise)
$ $ $ $ $ $
Current assets
Cash and cash
equivalents
1,516,243 (176,243) 10,025,000 11,365,000 12,845,000 14,185,000
Other receivables 55,527 - - 55,527 - 55,527
Other assets 203,687 - - 203,687 - 203,687
Total current assets 1,775,457 (176,243) 10,025,000 11,624,214 12,845,000 14,444,214
Non-current assets
Property, plant and
equipment
44,550 - - 44,550 - 44,550
Intangible assets 29,713 - - 29,713 - 29,713
Total non-current
assets
74,263 - - 74,263 - 74,263
Total assets 1,849,720 (176,243) 10,025,000 11,698,477 12,845,000 14,518,477
Current liabilities
Trade and other
payables
425,814 - - 425,814 - 425,814
Employee benefits 5,441 - - 5,441 - 5,441
Provisions 30,000 - - 30,000 - 30,000
Total current
liabilities
461,255 - - 461,255 - 461,255
Total liabilities 461,255 - - 461,255 - 461,255
Net assets 1,388,465 (176,243) 10,025,000 11,237,222 12,845,000 14,057,222
Equity
Issued capital 12,821,572 3,064,180 20,167,628 36,053,380 23,047,606 38,933,358
Reserves 5,138,202 5,353,660 1,585,447 12,077,309 1,713,822 12,205,684
Accumulated losses (16,571,309) (8,594,083) (11,728,075) (36,893,467) (11,916,428) (37,081,820)
Total equity 1,388,465 (176,243) 10,025,000 11,237,222 12,845,000 14,057,222

*Subsequent event transactions relate to transactions following the end of the financial period ended 30 September 2022 but prior to the Public Offer and the resolutions the subject of Shareholder approval.

IRIS Metals Limited ASX: IR1

Contact Details Registered Office [email protected] Suite 205, 9-11 Claremont St www.irismetals.com South Yarra VIC 3141

ABN 61 646 787 135

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J. Board of Directors

Current Board of Directors:

Simon Lill

Chairman

Simon is currently the Non-Executive 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/Mallina (10.6+Moz) - in the Pilbara region of Western Australia. Simon has over 35 years’ experience in stockbroking, capital raising, management, business development and analysis for a range of small and start-up companies in the manufacturing and resources industries, and has specialised in that time, in company restructuring activities. Simon is also the Non-Executive Chairman of Nimy Resources Limited [ASX:NIM].

Christopher Connell

Executive Director

Chris is the former Regional Exploration Manager of SolGold Plc and has a successful track record in discovering economic deposits both in Australia and worldwide. He led the exploration team that recently discovered the large 500Mt copper-gold Porvenir project in southern Ecuador.

Peter Marks

Executive Director

Peter brings over 35 years’ experience in corporate advisory, investment banking and director/advisory roles to the Board. He has been involved in a board capacity in publicly listed companies in resources, biotechnology and technology. 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, the United States of America and Israel. In addition to IRIS Metals, Peter is a director of, Noxopharm Limited [ASX:NOX] and Alterity Therapeutics Limited [ASX:ATH].

Tal Paneth

Non-Executive Director

Tal has over a decade of multidisciplinary business experience including exposure to the diverse facets of the equity and debt markets. Tal specialises in identifying strategic mineral projects, financing, and project management. Tal is Executive Director at IRIS Metals Limited [ASX:IR1] where he was the company founder.

As part of the re-compliance process, Tal will transition to Non-Executive Director.

Proposed Addition to The Board of Directors and Chief Financial Officer

Given the Company’s size and its upcoming planned level of activity, the Company appointed Bruce Smith as an additional independent Non-Executive Director to the Board.

Appointment of Non-Executive Director Bruce Smith

Bruce Smith is a professional geologist and has been exploring for 28 years in Australasia, Africa, Asia-Pacific, Europe, North and South America. He has experience in all phases of exploration from grass roots identification and staking to resource definition, feasibility studies and mining. He has senior management experience with public companies, as CEO, President, Director, Exploration Manager and has participated in and led exploration teams to multiple precious and base metal discoveries in Mexico, Guinea, Guatemala, Nicaragua and Argentina. Bruce is a Member of the Australian Institute of Geoscientists, with B.Sc. and M.Sc. degrees in Geology from Otago University, New Zealand and a Master of Engineering in Water and Environmental Resource Management, from the IHE Delft, Netherlands.

Appointment of Damien Henderson as Chief Financial Officer

Damien Henderson is a senior finance professional who has had over 25 years in the resource industry experience, both in Australia and overseas. This experience has included most aspects of the mining industry including exploration,

IRIS Metals Limited ABN Contact Details Registered Office ASX: IR1 61 646 787 135 [email protected] Suite 205, 9-11 Claremont St www.irismetals.com South Yarra VIC 3141

==> picture [61 x 49] intentionally omitted <==

feasibility, construction, production and processing. Mr Henderson’s international experience has been gained through working in the UK, Papua New Guinea, Ghana, Mongolia, Indonesia and the USA. He is a Fellow Certified Practicing Accountant (FCPA) who holds a Bachelor of Business (Accounting) degree from the University of Southern Queensland, and is also an Affiliated Member of the Governance Institute of Australia. Mr Henderson has been involved in senior executive roles for a number of international mining companies in Australia, Asia and Africa including SolGold PLC, Bayan Resources tbk, Rio Tinto, Placer Dome (now Barrick Gold), and Peabody Winsway amongst others.

K. Proposed issue of performance rights to the Board and CFO

It is proposed that the following performance securities be issued to the board of directors in connection with the Transactions.

Type
of
proposed
rights
Expiry Date Chris Connell Peter Marks Simon Lill Bruce Smith Damien
Henderson
Class A– Achievement
of
a
market
capitalization
of
$500,000,000 over a
20 day period.
On or
before 30
June 2024.
1,000,000 700,000 300,000 200,000 200,000
Class B– Achievement
of an independently
verified JORC inferred
resource of at least
7.5mt at equal to or
greater
than
1.0%
Li2O at the South
Dakota Project.
On or
before the
date that is
two (2)
years from
the date of
issue.
1,000,000 700,000 300,000 200,000 200,000
Class C– Achievement
of an independently
verified JORC inferred
resource of at least
7.5mt at equal to or
greater
than
1.5%
Li2O at the South
Dakota Project.
On or
before 31
December
2024.
1,000,000 700,000 300,000 200,000 200,000
Class
D

Achievement of an
independently
verified JORC inferred
resource of at least
15mt at equal to or
greater
than
1.5%
Li2O at the South
Dakota Project.
On or
before 30
June 2025.
1,000,000 700,000 300,000 200,000 200,000
Class E– Achievement
of an independently
verified JORC inferred
resource of at least
20mt at equal to or
greater
than
1.5%
Li2O at the South
Dakota Project.
On or
before 30
June 2026.
1,000,000 700,000 300,000 200,000 200,000
IRIS Metals Limited
ASX: IR1
ABN
61 646 787 135
Contact Details
[email protected]
www.irismetals.com

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All performance rights are subject to shareholder vote and will be included in the Company’s upcoming notice of meeting. The performance rights are non-transferrable unless approved by the ASX.

L. Existing Projects

The Company listed on ASX on 23/09/21 as a gold explorer in Western Australia, with gold projects in Kookynie and Leonora. Subsequently, the Company has acquired and applied for additional tenure within its Kookynie project area and also applied for and been granted an additional project located in the Paterson Province.

Since that period, and as prescribed in the Company’s prospectus, IRIS continued “ to assess and evaluate furtherresource opportunities with the intention of creating shareholder value .

Since listing, IRIS has completed ground surveys and various drill programs across its tenure which has yielded some significant results. Notwithstanding, the board of IRIS believe that the lithium opportunity provides shareholders with greater opportunity and upside and have accordingly chosen to pursue lithium as the future path of the Company.

The Company will assess various options with regard to its non-lithium tenure, with a view to maximize shareholder value accordingly through potential corporate opportunities.

M. Key Dependencies and Risks relating to the Transactions

Key dependencies

The key dependencies influencing the viability of the Transactions are:

  • a. the Company’s capacity to re-comply with Chapters 1 and 2 of the ASX Listing Rules to enable re-admission to quotation of the Company’s Shares;

  • b. completion of the Transactions;

  • c. tenure access;

  • d. commodity price volatility and exchange rate risk;

  • e. ability to meet resource and reserves and exploration targets;

  • f. raising sufficient funds to satisfy expenditure requirements, exploration and operating costs; and

  • g. minimising environmental impact and complying with health and safety requirements.

Key risks

(a) Completion risk

The Transactions are subject to the fulfilment of certain conditions. There is a risk that the conditions for completion of the Transactions cannot be fulfilled and, in turn, that completion of the Transactions does not occur.

If the Transactions are not completed, the Company will incur costs relating to advisors and other costs without any material benefit being achieved.

(b) Re-quotation of Shares on ASX

The Transactions constitute a significant change in the nature and scale of the Company’s activities and the Company needs to re-comply with Chapters 1 and 2 of the ASX Listing Rules as if it were seeking admission to the Official List of ASX. Trading in the Company’s Shares may be suspended until the Company re-complies with Chapters 1 and 2 of the Listing Rules following completion of the Transactions. The Transactions are conditional on the Company obtaining all necessary regulatory and Shareholder approvals to effect the Transactions and satisfying all other requirements of ASX for the quotation of the Company’s Shares on the ASX (among other things). There is a risk that the Company may not be able to meet the requirements of the ASX for re-quotation of its Shares on the ASX. Should this occur, the Shares will not be able to be traded on the ASX until such time as those requirements

IRIS Metals Limited ABN Contact Details Registered Office ASX: IR1 61 646 787 135 [email protected] Suite 205, 9-11 Claremont St www.irismetals.com South Yarra VIC 3141

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can be met, if at all. Shareholders may be prevented from trading their Shares until such time as it does re-comply with the ASX Listing Rules.

(c) Tenement applications and license renewal

The Company cannot guarantee additional applications for tenements made by the Company will ultimately be granted, in whole or in part. Further the Company cannot guarantee that renewals of valid tenements will be granted on a timely basis, or at all. There is a risk that regulatory and environmental approvals required to convert exploration licences into mining leases may not be obtained or may be revoked.

(f) Mine development

Possible future development of a mining operation at the Company’s South Dakota, Kookynie and Leonora Projects is dependent on a number of factors including, but not limited to, the acquisition and/or delineation of economically recoverable mineralisation, favourable geological conditions, receiving the necessary approvals from all relevant authorities and parties, seasonal weather patterns, unanticipated technical and operational difficulties encountered in extraction and production activities, mechanical failure of operating plant and equipment, shortages or increases in the price of consumables, spare parts and plant and equipment, cost overruns, access to the required level of funding and contracting risk from third parties providing essential services.

If the Company commences production, its operations may be disrupted by a variety of risks and hazards which are beyond its control, including environmental hazards, industrial accidents, technical failures, labour disputes, unusual or unexpected rock formations, flooding and extended interruptions due to inclement of hazardous weather conditions and fires, explosions or accidents. No assurance can be given that the Company will achieve commercial viability through the development or mining of its projects and treatment of ore.

(g) Additional requirements for capital

The funds to be raised under the Capital Raisings are considered sufficient to meet the immediate objectives of the Company. Additional funding may be required in the event costs exceed the Company’s estimates and to effectively implement its business and operational plans in the future to take advantage of opportunities for acquisitions, joint ventures or other business opportunities, and to meet any unanticipated liabilities or expenses which the Company may incur. If such events occur, additional funding will be required.

Following completion of the Capital Raisings, the Company may seek to raise further funds through equity or debt financing, joint ventures, licensing arrangements, or other means. Failure to obtain sufficient financing for the Company’s activities may result in delay and indefinite postponement of their activities and the proposed commercialisation, marketing and international expansion strategy. There can be no assurance that additional finance will be available when needed or, if available, the terms of the financing may not be favourable to the Company and might involve substantial dilution to Shareholders.

(h) Reliance on key personnel

The Company’s future depends, in part, on its ability to attract and retain key personnel. It may not be able to hire and retain such personnel at compensation levels consistent with its existing compensation and salary structure. Its future also depends on the continued contributions of its executive management team and other key management and technical personnel, the loss of whose services would be difficult to replace. In addition, the inability to continue to attract appropriately qualified personnel could have a material adverse effect on the Company’s business.

(j) Native title and Aboriginal heritage

In relation to Tenements which the Company has an interest in or will in the future acquire such an interest, there may be areas over which legitimate common law native title rights exist. Without more detailed research into the

IRIS Metals Limited ABN Contact Details Registered Office ASX: IR1 61 646 787 135 [email protected] Suite 205, 9-11 Claremont St www.irismetals.com South Yarra VIC 3141

==> picture [61 x 49] intentionally omitted <==

sites and how they might be affected by future works, it is impossible to anticipate whether such approvals will be forthcoming or what conditions might attach to such approval.

The ability of the Company to gain access to tenements (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations may be adversely affected if the Company is unable to negotiate access to areas of interest within the project areas. The Directors will closely monitor the potential effect of native title claims or Aboriginal heritage matters involving tenements in which the Company has or may have an interest.

N. Key Regulatory Approvals and ASX waivers

There are no key regulatory approvals required to facilitate the Transactions.

The Company notes that they have made an application to ASX seeking confirmation in respect of Listing Rules 6.1 and an in-principle waiver of Listing Rule 1.1 Condition 12 for the terms of the rights proposed to be issued by the Company to Messers Marks, Lill, Connell, Smith and Henderson.

The Company notes that they may also make an application to ASX seeking a waiver from the requirements of ASX Listing Rule 10.13.5 for the purpose of enabling the Company to issue securities to related parties of the Company more than one month after the Company’s shareholders approve the issue of the securities at the General Meeting.

O. Regulatory Statements

The Company notes that:

  • the Transactions require Shareholder approval under the listing rules and therefore may not proceed if that approval is not forthcoming;

  • the Company is required to re-comply with ASX’s requirements for admission and quotation and therefore the Transactions may not proceed if those requirements are not met;

  • ASX has an absolute discretion in deciding whether or not to re-admit the Company to the Official List and to quote its securities and therefore the Transactions may not proceed if ASX exercises that discretion; and

  • Investors should take account of these uncertainties in deciding whether or not to buy or sell the Company’s securities.

Furthermore, the Company:

  • notes that ASX takes no responsibility for the contents of this announcement; and

  • confirms that it is in compliance with its continuous disclosure obligations under Listing Rule 3.1.

This release is approved by the Board of IRIS Metals Limited.

Forward looking Statements:

This announcement may contain certain forward-looking statements that have been based on current expectations about future acts, events and circumstances. These forward-looking statements are, however, subject to risks, uncertainties and assumptions that could cause those acts, events and circumstances to differ materially from the expectations described in such forward-looking statements. These factors include, among other things, commercial and other risks associated with exploration, estimation of resources, the meeting of objectives and other investment considerations, as well as other matters not yet known to IRIS Metals or not currently considered material by the company. IRIS Metals accepts no responsibility to update any person regarding any error or omission or change in the information in this presentation or any other information made available to a person or any obligation to furnish the person with further information.

Competent Person’s Statement

The information in this announcement that relates to exploration results is based on information reviewed by Chris Connell a Competent Person who is a member of Australian Institute of Geologists and an-Executive Director to IRIS

IRIS Metals Limited ABN Contact Details Registered Office ASX: IR1 61 646 787 135 [email protected] Suite 205, 9-11 Claremont St www.irismetals.com South Yarra VIC 3141

==> picture [61 x 49] intentionally omitted <==

Metals Limited. Chris Connell is an exploration geologist with over 25 years’ experience in gold and base metal exploration including gold exploration and resource definition in the Eastern Goldfields and has sufficient experience in the styles of mineralisation and type of deposit under consideration and to the activity undertaken to qualify as a Competent Person as defined in the 2012 Edition of the Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Chris Connell has consented to the inclusion in this Public Report of the matters based on his information in the form and context in which it appears.

IRIS Metals Limited ASX: IR1

Contact Details [email protected] www.irismetals.com

Registered Office

ABN 61 646 787 135

Suite 205, 9-11 Claremont St South Yarra VIC 3141

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Table 1: Trench sample data.

Longview Trench Sampling
Eti Nthi Elevation Width
(m)
L asng orng
TRENCH_ID SAMPE_ID
NAD83_13N NAD83_13N
TRENCH_001 R000049 614626 4840419 1719 1.1
TRENCH_001 R000050 614627 4840420 1719 1.2
TRENCH_001 R000051 614627 4840420 1718 0.85
TRENCH_001 R000052 614628 4840420 1717 0.55
TRENCH_001 R000053 614629 4840420 1717 1.5
TRENCH_001 R000054 614629 4840423 1720 2.8
TRENCH_001 R000055 614630 4840424 1719 1.05
TRENCH_001 R000056 614631 4840424 1719 1.06
TRENCH_001 R000057 614632 4840424 1719 1
TRENCH_001 R000058 614633 4840424 1719 1.11
TRENCH_001 R000059 614634 4840425 1719 1.21
TRENCH_001 R000061 614635 4840425 1719 1.03
TRENCH_001 R000062 614636 4840425 1718.945 0.98
TRENCH_001 R000063 614637 4840426 1718.962 1
TRENCH_001 R000064 614638 4840426 1718.979 1
TRENCH_001 R000065 614639 4840426 1718.997 1.09
TRENCH_001 R000066 614640 4840426 1719.014 0.93
TRENCH_001 R000067 614641 4840427 1719.032 0.98
TRENCH_001 R000068 614642 4840427 1719.049 1
TRENCH_001 R000069 614643 4840427 1719.067 1.32
TRENCH_001 R000070 614644 4840428 1719.084 1.32
TRENCH_001 R000071 614644 4840428 1719.084 0.94
TRENCH_001 R000072 614645 4840428 1719.102 0.98
TRENCH_001 R000073 614646 4840428 1719.476 0.91
TRENCH_001 R000074 614647 4840429 1719.851 1.04
TRENCH_001 R000075 614647 4840429 1720.225 1.03
TRENCH_001 R000076 614648 4840429 1720.6 1.14
TRENCH_001 R000077 614649 4840430 1720.975 1.2
TRENCH_001 R000078 614650 4840430 1721.349 0.94
TRENCH_001 R000079 614651 4840431 1721.724 1.29
TRENCH_001 R000081 614651 4840431 1722.098 1.1
TRENCH_001 R000082 614652 4840432 1722.473 0.93
TRENCH_001 R000083 614653 4840432 1722.848 1.03
TRENCH_001 R000084 614654 4840432 1723.222 1.01
TRENCH_001 R000085 614655 4840433 1723.597 0.91
TRENCH_001 R000086 614656 4840433 1723.971 1.04
TRENCH_001 R000087 614656 4840434 1724.346 0.97
TRENCH_001 R000088 614657 4840434 1724.346 0.92
TRENCH_001 R000089 614658 4840435 1724.346 1.08
TRENCH_001 R000090 614659 4840435 1724.346 1.08

IRIS Metals Limited ABN Contact Details ASX: IR1 61 646 787 135 [email protected] www.irismetals.com

Registered Office Suite 205, 9-11 Claremont St South Yarra VIC 3141

==> picture [61 x 49] intentionally omitted <==

TRENCH_001 R000091 614659 4840435 1724.346 1.02
TRENCH_001 R000092 614660 4840436 1724.346 0.98
TRENCH_001 R000093 614661 4840436 1724.346 90
TRENCH_001 R000094 614662 4840436 1724.346 1.02
TRENCH_001 R000095 614663 4840437 1724.346 1.07
TRENCH_001 R000096 614664 4840437 1724.346 0.98
TRENCH_001 R000097 614664 4840438 1724.346 1.08
TRENCH_001 R000098 614665 4840438 1724.346 0.98
TRENCH_001 R000099 614666 4840439 1724.346 1.05
TRENCH_001 R000109 614667 4840439 1724.346 0.97
TRENCH_001 R000110 614668 4840440 1724.346 0.99
TRENCH_001 R000111 614669 4840440 1724.346 1.01
TRENCH_001 R000112 614670 4840441 1724.346 0.99
TRENCH_001 R000113 614671 4840441 1724.346 0.99
TRENCH_001 R000114 614671 4840442 1724.346 1.06
TRENCH_001 R000115 614672 4840442 1724.346 0.96
TRENCH_001 R000116 614673 4840443 1724.346 0.99
TRENCH_001 R000117 614674 4840443 1724.537 1.01
TRENCH_001 R000118 614675 4840443 1724.728 0.99
TRENCH_001 R000119 614676 4840444 1724.919 0.98
TRENCH_001 R000121 614677 4840444 1725.109 1.08
TRENCH_001 R000122 614678 4840444 1725.3 0.96
TRENCH_001 R000123 614679 4840445 1725.491 1.08
TRENCH_001 R000124 614680 4840445 1725.682 1.04
TRENCH_001 R000125 614681 4840445 1725.873 0.99
TRENCH_001 R000126 614682 4840445 1726.063 0.97
TRENCH_001 R000127 614682 4840446 1726.254 1.06
TRENCH_001 R000128 614683 4840446 1726.445 1.1
TRENCH_001 R000129 614684 4840446 1726.636 1.35
TRENCH_002 R000130 614637 4840368 1714.14 1.35
TRENCH_002 R000131 614637 4840368 1714.14 1.1
TRENCH_002 R000132 614638 4840369 1714.07 1.2
TRENCH_002 R000133 614639 4840369 1714 1
TRENCH_002 R000134 614640 4840369 1714.07 1
TRENCH_002 R000135 614641 4840370 1714.14 1
TRENCH_002 R000136 614642 4840370 1714.209 1
TRENCH_002 R000137 614643 4840371 1714.279 1
TRENCH_002 R000138 614643 4840371 1714.349 1.07
TRENCH_002 R000139 614644 4840372 1714.419 1.05
TRENCH_002 R000141 614645 4840372 1714.488 1.07
TRENCH_002 R000142 614646 4840373 1714.558 1
TRENCH_002 R000143 614647 4840373 1714.628 1.01
TRENCH_002 R000144 614648 4840374 1714.698 98
TRENCH_002 R000145 614649 4840374 1714.767 1.04
IRIS Metals Limited
ASX: IR1
ABN
61 646 787 135
Contact Details
[email protected]
www.irismetals.com

Registered Office Suite 205, 9-11 Claremont St South Yarra VIC 3141

==> picture [61 x 49] intentionally omitted <==

TRENCH_002 R000146 614650 4840375 1714.837 1.03
TRENCH_002 R000147 614650 4840375 1714.907 1.15
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TRENCH_002 R000151 614653 4840376 1715.322 1.06
TRENCH_002 R000152 614654 4840377 1715.598 0.89
TRENCH_002 R000153 614655 4840377 1715.873 0.95
TRENCH_002 R000154 614656 4840378 1716.149 0.98
TRENCH_002 R000155 614656 4840378 1716.425 1
TRENCH_002 R000156 614657 4840379 1716.7 0.87
TRENCH_002 R000157 614658 4840379 1716.976 1.07
TRENCH_002 R000158 614659 4840380 1717.251 0.92
TRENCH_002 R000159 614660 4840380 1717.527 1.05
TRENCH_002 R000161 614661 4840381 1717.803 0.98
TRENCH_002 R000162 614661 4840381 1717.89 1.01
TRENCH_002 R000163 614662 4840382 1717.977 1.03
TRENCH_002 R000164 614663 4840382 1718.064 0.92
TRENCH_002 R000165 614664 4840383 1718.151 1.6
TRENCH_003 R000167 614626 4840321 1715.846 1.08
TRENCH_003 R000168 614627 4840321 1714.998 0.96
TRENCH_003 R000169 614627 4840321 1715.085 1.06
TRENCH_003 R000170 614628 4840322 1715.172 1.02
TRENCH_003 R000172 614629 4840322 1715.259 1.04
TRENCH_003 R000173 614630 4840323 1715.346 0.99
TRENCH_003 R000174 614631 4840323 1715.433 1.07
TRENCH_003 R000175 614632 4840324 1715.521 1.02
TRENCH_003 R000176 614633 4840324 1715.608 1.04
TRENCH_003 R000177 614634 4840325 1715.695 1.14
TRENCH_003 R000178 614634 4840325 1715.782 0.9
TRENCH_003 R000179 614635 4840326 1715.869 0.86
TRENCH_003 R000181 614636 4840326 1715.939 0.98
TRENCH_003 R000182 614637 4840326 1716.009 1.04
TRENCH_003 R000183 614638 4840327 1716.079 1.05
TRENCH_003 R000184 614639 4840327 1716.148 1
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TRENCH_003 R000186 614641 4840328 1716.288 0.98
TRENCH_003 R000187 614642 4840329 1716.358 1.3
TRENCH_003 R000188 614643 4840329 1716.427 0.9
TRENCH_003 R000189 614643 4840330 1716.601 1.14
TRENCH_003 R000190 614644 4840330 1716.775 0.97
TRENCH_003 R000192 614645 4840330 1716.948 1.03
TRENCH_003 R000193 614646 4840331 1717.122 1.03
TRENCH_003 R000194 614647 4840331 1717.296 1.06
TRENCH_003 R000195 614648 4840332 1717.469 0.99
IRIS Metals Limited
ASX: IR1
ABN
61 646 787 135
Contact Details
[email protected]
www.irismetals.com

Registered Office Suite 205, 9-11 Claremont St South Yarra VIC 3141

==> picture [61 x 49] intentionally omitted <==

TRENCH_003 R000196 614649 4840332 1717.643 0.97
TRENCH_003 R000197 614650 4840333 1718 1.05
TRENCH_003 R000198 614650 4840333 1717.99 1.221
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TRENCH_003 R000202 614653 4840334 1718.913 1
TRENCH_003 R000203 614654 4840335 1719.288 1.25
TRENCH_003 R000204 614655 4840335 1719.662 1.1
TRENCH_003 R000205 614656 4840335 1719.662 1.03
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TRENCH_003 R000207 614657 4840336 1719.662 1
TRENCH_003 R000208 614658 4840337 1720 1.02
TRENCH_003 R000209 614659 4840337 1720 1.21
TRENCH_003 R000210 614660 4840338 1720 0.91
TRENCH_003 R000212 614661 4840338 1719.662 0.9
TRENCH_003 R000213 614662 4840339 1720 1.04
TRENCH_003 R000214 614663 4840339 1719.662 1.16
TRENCH_003 R000215 614664 4840339 1719.662 1.5
TRENCH_003 R000226 614666 4840341 1724 1.08
TRENCH_003 R000227 614667 4840341 1724 1.03
TRENCH_003 R000228 614668 4840341 1724 0.97
TRENCH_003 R000229 614669 4840342 1724 0.99
TRENCH_003 R000230 614670 4840342 1724 1.04
TRENCH_003 R000232 614671 4840343 1724 1.52
TRENCH_003 R000233 614672 4840343 1724 1.05
TRENCH_003 R000234 614673 4840344 1724 0.96
TRENCH_003 R000235 614673 4840344 1724 1.02
TRENCH_003 R000236 614674 4840344 1724 0.98
TRENCH_003 R000237 614675 4840345 1724 1.03

JORC Table

Section 1 – Sampling Techniques and Data

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.
•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
•No assay data to report.
•Standards were included every
30m, duplicate samples every
30m and blanks every 40,

IRIS Metals Limited ABN Contact Details ASX: IR1 61 646 787 135 [email protected] www.irismetals.com

Registered Office Suite 205, 9-11 Claremont St South Yarra VIC 3141

==> picture [61 x 49] intentionally omitted <==

derivation, etc.
•Nature of quality control
procedures adopted (eg
standards, blanks, duplicates,
external laboratory checks) and
whether acceptable levels of
accuracy (ie lack of bias) and
precision have beenestablished.
Verification of
sampling and
assaying
The verification of significant
intersections by either
independent or alternative
company personnel.
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. _
•NA
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.
Specification of the grid system
used.
Quality and adequacy of
topographic control.
•Using a handheld GPS
•Data was captured in NAD83
Data spacing and
distribution
Data spacing for reporting of
Exploration Results.
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. _
•Generally 1m intervals were
collected. Intervals did vary
depending on geology
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.
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.
•Trenches were oriented east-west
•In general trenches were oriented
perpendicular to structural trends
Sample security The measures taken to ensure
sample security.
•NA

IRIS Metals Limited ABN ASX: IR1 61 646 787 135

Contact Details Registered Office [email protected] Suite 205, 9-11 Claremont St www.irismetals.com South Yarra VIC 3141

==> picture [61 x 49] intentionally omitted <==

Audits or reviewsThe results of any audits or • NA reviews 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.
Data was collected over the
Longview patented claim. The
Longview patented claim is being
purchased fromJasdak Pty Ltd
Exploration done by
other parties
Acknowledgment and appraisal of
exploration by other parties.
Minimal historic exploration
Geology Deposit type, geological setting
and style of mineralisation.
Spodumene rich LCT pegmatites
Drill hole Information A summary of all information
material to the understanding of
the exploration results including a
tabulation of the following
information for all Material drill
holes:
o easting and northing of the drill
hole collar
o elevation or RL (Reduced
Level – elevation above sea
level in metres) of the drill hole
collar
o dip and azimuth of the hole
o down hole length and
interception depth
o hole length.
If the exclusion of this information
is justified on the basis that the
information is not Material and
this exclusion does not detract
from the understanding of the
report, the Competent Person
should clearly explain why this is
the case.
NA
Data aggregation
methods
In reporting Exploration Results,
weighting averaging techniques,
maximum and/or minimum grade
truncations (eg cutting of high
grades) and cut-off grades are
NA

IRIS Metals Limited ABN Contact Details Registered Office ASX: IR1 61 646 787 135 [email protected] Suite 205, 9-11 Claremont St www.irismetals.com South Yarra VIC 3141

==> picture [61 x 49] intentionally omitted <==

Criteria JORC Code explanation Commentary
usually Material and should be
stated.
Where aggregate intercepts
incorporate short lengths of high
grade results and longer lengths
of low grade results, the
procedure used for such
aggregation should be stated and
some typical examples of such
aggregations should be shown in
detail.
The assumptions used for any
reporting of metal equivalent
values should be clearly stated.
Relationship
between
mineralisation widths
and intercept lengths
These relationships are
particularly important in the
reporting of Exploration Results.
If the geometry of the
mineralisation with respect to the
drill hole 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 (eg ‘down hole
length, true width not known’).
NA
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.
NA
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.
NA
Other substantive
exploration data
Other exploration data, if
meaningful and material, should
be reported including (but not
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.
NA

IRIS Metals Limited ASX: IR1

ABN Contact Details 61 646 787 135 [email protected] www.irismetals.com

Registered Office Suite 205, 9-11 Claremont St South Yarra VIC 3141

==> picture [61 x 49] intentionally omitted <==

Criteria JORC Code explanation Commentary
Further work The nature and scale of planned
further work (eg tests for lateral
extensions or depth extensions or
large-scale step-out drilling).
Diagrams clearly highlighting the
areas of possible extensions,
including the main geological
interpretations and future drilling
areas, provided this information is
not commercially sensitive.
Drill testing of mineralised
pegmatites.

This announcement has been prepared for publication in Australia and may not be released to US wire services or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.

IRIS Metals Limited ABN ASX: IR1 61 646 787 135

Contact Details [email protected] www.irismetals.com

Registered Office Suite 205, 9-11 Claremont St South Yarra VIC 3141