IRIS METALS LIMITED — Capital/Financing Update 2024

Nov 24, 2024

Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name

IRIS METALS LIMITED

Announcement Type

New announcement

Date of this announcement

25/11/2024

The Proposed issue is:

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	WARRANTS EXPIRING 28-FEB-2027 EX $0.40	20,000,000
confirmed

Proposed +issue date 28/2/2025

Refer to next page for full details of the announcement

Appendix 3B - Proposed issue of securities

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Appendix 3B - 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

New announcement

1.5 Date of this announcement

25/11/2024

1.6 The Proposed issue is:

A placement or other type of issue

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Appendix 3B - Proposed issue of securities

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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? Yes 7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 31/1/2025 Estimated

Comments

EGM to be held in January 2025, to

1. ratify the allotment under LR 7.1 in previously lodged App 3B

2. approve following allotments in previously lodged App 3B

• (A) LR 10.11, Kevin Smith, being 1.5m shares (related party)

• (B) LR 7.1, a further placement of 10.0m shares to Stardust Power Inc (non related party).

1. approve following allotments as per this App 3B

• (A) LR 7.1, a further placement of 20.0m warrants to Stardust Power Inc (non related party).

Part 7B - Issue details

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

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

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 WARRANTS EXPIRING 28-FEB-2027 EX $0.40

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities
+Security type
Options
Number of +securities proposed to be issued
20,000,000
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
Part of Stardust Power Inc subscription agreement as released to the ASX on 25	November 2024.
Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
4,467,355.000000
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes
Options details
+Security currencyExercise price	Expiry date
AUD - Australian DollarAUD 0.4000	28/2/2027
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 IR1 for each option or warrant exercised.
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 ASX release dated 25 November 2024.
Part 7C - Timetable
7C.1 Proposed +issue date
28/2/2025
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? Yes

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Appendix 3B - Proposed issue of securities

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7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1

31/1/2025

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? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

CPS Capital has been engaged to act as a Lead Manager to the Placement.

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

A management fee of 2% (excluding GST) and a fee of 4% (excluding GST) on the funds raised and facilitated by CPS Capital.

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

1.further exploration and development work on patented properties, incl Tin Mountain

2.initial definition of a maiden lithium resource in 2025

3.progress BLM targets and associated permitting activities 4.general working capital and cost of raising

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

Refer ASX Release dated 25 November 2024.

Actual expiry date of options or warrants are two years from issue date, with date noted in this App 3B an estimate only.

Appendix 3B - Proposed issue of securities

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