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IRIS METALS LIMITED Major Shareholding Notification 2023

Jun 27, 2023

65139_rns_2023-06-27_b1946359-ada8-4b3c-98cf-3c666a987630.pdf

Major Shareholding Notification

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Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme Iris Metals Limited (IRIS)
ACN/ARSN

646 787 135

1. Details of substantial holder (1)

Name Boris Liberman (BL)

ACN/ARSN (if applicable) $N/A$

The holder became a substantial holder on 14/06/2023

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial
holder or an associate (2) had a relevant interest (3) in on the date the substantial holder follows:

Class of securities (4) Number of securities Person's votes (5) Voting power (6)
Fully paid ordinary shares
in IRIS (Shares)
7,586,100 7,586,100 6.04%
(based
on
125,580,000 Shares on
issue)

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest Nature of relevant interest (7) Class and number of securities
BL Relevant interest arises
under $s608(1)(b)$ and $(c)$ of
the Corporations Act in
respect of 600,000 of the
IRIS Shares registered in the
name of Jagen Pty Ltd. BL
has the power to exercise, or
control the exercise of, a
right to vote attached to the
securities, and the power to
dispose of such 600,000
IRIS Shares held by Jagen
Pty Ltd.
600,000 Shares
BL Relevant interest arises
under $s608(1)(b)$ and $(c)$ of
the Corporations Act in
respect of the 500,000 IRIS
Shares registered in the
name of BHL Pension Pty
Ltd ACN 160 664 433 ATF
the BHL Pension Fund (BHL
Pension). BL has the power
to exercise, or control the
exercise of, a right to vote
attached to the securities,
and the power to dispose of
the 500,000 IRIS Shares
held by BHL Pension.
500,000 Shares
BL Relevant interest arises
under $s608(1)(b)$ and $(c)$ of
the Corporations Act in
respect of the 986,100 IRIS
Shares registered in the
name of BL Family
Nominees Pty Ltd ACN 605
273 274 ATF Bori Liberman
Personal Trust (BL Family
Nominees). BL has the
power to exercise, or control
the exercise of, a right to
vote attached to the
securities, and the power to
dispose of, the 986,100 IRIS
Shares held by BL Family
986,100 Shares
BL Nominees.
Relevant interest arises
under $s608(1)(b)$ and $(c)$ of
the Corporations Act in
respect of the 5,500,000 IRIS
Shares registered in the
name of Jasdak Pty Ltd. BL
has the power to exercise, or
control the exercise of, a
right to vote attached to the
securities, and the power to
dispose of, the 5,500,000
IRIS Shares held by Jasdak
Ptv Ltd.
5,500,000 Shares (Escrow 24
months from re-quotation on
21 June 2023)

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant
interest
Registered holder of
securities
Person entitled to be
registered as holder (8)
Class and number
of securities
BL. Jagen Pty Ltd ACN 005
137 851
Jagen Pty Ltd 600,000 Shares
BL BHL Pension BHL Pension 500,000 Shares
BL BL Family Nominees BL Family Nominees 986,100 Shares
BL. Jasdak Pty Ltd ACN 661
829 698
Jasdak Pty Ltd 5.500,000 Shares
(Escrow 24 months
from re-quotation on 21
June 2023)

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day
that the substantial holder became a substantial holder is as follows:

Holder of relevant
interest
Date of acquisition Consideration (9) Class and number
of securities
Cash Non-cash
Jagen Pty Ltd 14/06/2023
(Re-compliance
Listing)
\$1.00 per
share
N/A 600,000 Ordinary
Shares
BHL Pension 14/06/2023
(Re-Compliance
listing)
\$1.00 per
share
N/A 500,000 Ordinary
Shares
BL Family Nominees 20/09/2021
(IPO)
\$0.10 per
share
N/A 986,100 Ordinary
Shares

603 Page 3/4 15 July 2001

Jasdak Pty Ltd 14/06/2023
(Re-compliance
listing)
N/A Consideration
for the
acquisition by
IRIS of 100% of
the issued share
capital in
Longview
Minerals, LLC
from Jasdak Ptv
5,500,000 Ordinary
Shares (Escrow 24
months from re-
quotation on 21
June 2023)
Ltd.

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable) Nature of association
Jagen Pty Ltd BL and Jagen Pty Ltd are associates because BL controls
Jagen Nominees Pty Ltd which controls Jagen Pty Ltd. BL is
also a director of Jagen Pty Ltd.
BHL Pension BL and BHL Pension are associates because BL controls
BHL Pension. BL is also a director of BHL Pension Pty Ltd.
BL Family Nominees BL and BL Family Nominees are associates because BL
controls BL Family Nominees and BL is a director of BL
Family Nominees Pty Ltd.
Jasdak Pty Ltd BL and Jasdak Pty Ltd are associates because BL controls
Jagen Pty Ltd which wholly owns and controls Jasdak Pty
Ltd.

7. Addresses

The addresses of persons named in this form are as follows:

Name Address
Boris Liberman Level 1/26 Beatty Avenue, Armadale VIC 3143
Jagen Pty Ltd Level 1/26 Beatty Avenue, Armadale VIC 3143
BHL Pension Level 1/26 Beatty Avenue, Armadale VIC 3143
BL Family Nominees Level 1/26 Beatty Avenue, Armadale VIC 3143
Jasdak Pty Ltd Level 1/26 Beatty Avenue, Armadale VIC 3143

Signature

print name BORIS LIBERMAN

capacity: self

date

sign here

B Calmon

27/06/2023

DIRECTIONS

  • If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, $(1)$ or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.
  • See the definition of 'associate' in section 9 of the Corporations Act 2001. $(2)$
  • See the definition of 'relevant interest' in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
  • The voting shares of a company constitute one class unless divided into separate classes. $(4)$
  • The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the $(5)$ person or an associate has a relevant interest in.
  • The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(6)$
  • Include details of: $(7)$
  • any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) $(a)$ applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
  • any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting $(b)$ powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of 'relevant agreement' in section 9 of the Corporations Act 2001.

  • If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) $(8)$ write 'unknown'.
  • Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest $(9)$ was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial conditional on the happening or not of a contingency. Details must be included of any benefit both and the transporting of the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.