IRIS METALS LIMITED — Proxy Solicitation & Information Statement 2023

Dec 27, 2023

ASX Announcement/Press Release | 28 December 2023

IRIS Metals Limited (ASX:IR1)

2024 General Meeting Notice of Meeting and Proxy

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IRIS Metals Limited (ASX:IR1) (“IRIS” or “the Company”) attaches the following documents in relation to its General Meeting, being held at 11.00AM AEDT on Wednesday, 14 February 2024:

• Notice of Meeting; and

• Proxy Form.

The Company advises that Shareholders will be sent the relevant General Meeting documents on or around Thursday, 4 January 2024. Shareholders can lodge their proxy voting instructions for the General Meeting from this time.

This ASX announcement has been authorised by the Company Secretary of IRIS Metals Limited

For further information, please contact:

IRIS Metals Limited

E: admin@irismetals.com

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 or not currently considered material by the company. IRIS 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.

About IRIS Metals (ASX:IR1)

IRIS Metals (ASX:IR1) is an exploration company with an extensive suite of assets considered to be highly prospective for hard rock lithium located in South Dakota, United States (US). The company’s large and expanding South Dakota Project is located in a mining friendly jurisdiction and provides the company with strong exposure to the battery metals space, and the incentives offered by the US government for locally sourced critical minerals. The Black Hills have a long and proud history of mining dating back to the late 1800s. The Black Hills pegmatites are famous for having the largest recorded lithium spodumene crystals ever mined. Extensive fields of fertile LCT-pegmatites outcrop throughout the Black Hills with significant volumes of lithium spodumene mined in numerous locations.

To learn more, please visit: www.irismetals.com

www.IRISmetals.com

IRIS Metals Limited https://www.irismetals.com c/- Quinert Rodda & Assoc Level 6, 400 Collins St Melbourne VIC 3000 ACN: 646 787 135

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IRIS Metals Limited

Notice of 2024 General Meeting Explanatory Statement | Proxy Form

Wednesday, 14 February 2024

11:00AM AEDT

As a Hybrid Meeting

Address Suite 205, 9-11 Claremont Street, South Yarra, VIC 3141; and

And as a Virtual Meeting:

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Contents

Contents
Venue and Voting Information	2
Notice of General Meeting – Agenda and Resolutions	5
Notice of General Meeting – Explanatory Statement	7
Glossary	11
Proxy Form	Attached

Important Information for Shareholders about the Company’s 2024 EGM

This Notice is given based on circumstances as at 22 December 2023. Should circumstances change, the Company will make an announcement on the ASX market announcements platform and on the Company’s website at https://irismetals.com/. Shareholders are urged to monitor the ASX announcements platform and the Company’s website.

Venue and Voting Information

The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 11:00AM AEDT on Wednesday, 14 February 2024 at Suite 205, 9-11 Claremont Street, South Yarra VIC 3141 and as a virtual meeting .

The company is pleased to provide shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting platform powered by Automic.

Shareholders that have an existing account with Automic will be able to watch, listen, and vote online.

Shareholders who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance of the Meeting to avoid any delays on the day of the Meeting. An account can be created via the following link investor.automic.com.au and then clicking on “ register ” and following the prompts. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic.

To access the virtual meeting on the day:

1. Open your internet browser and go to investor.automic.com.au ;

2. Login with your username and password or click “ register ” if you haven’t already created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting ;

3. After logging in, a banner will display at the bottom of your screen to indicate that the meeting is open for registration, click on “ Register ” when this appears. Alternatively, click on “ Meetings ” on the left-hand menu bar to access registration;

4. Click on “ Register ” and follow the steps; and

5. Click on the URL to join the webcast where you can view and listen to the virtual meeting. Note that the webcast will open in a separate window.

Shareholders will be able to vote (see the “Voting virtually at the Meeting” section of this Notice of Meeting below) and ask questions at the virtual meeting.

Shareholders are also encouraged to submit questions in advance of the Meeting to the Company.

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Questions must be submitted in writing to David Franks, Company Secretary, at david.franks@automicgroup.com.au at least 48 hours before the GM.

The Company will also provide Shareholders with the opportunity to ask questions during the Meeting in respect to the formal items of business as well as general questions in respect to the Company and its business.

Your vote is important

The business of the General Meeting affects your shareholding, and your vote is important.

Voting in person

To vote in person, attend the General Meeting on the date and at the place set out above.

Voting virtually at the Meeting

Shareholders who wish to vote virtually on the day of the GM can do so through the online meeting platform powered by Automic.

Once the Chair of the Meeting has declared the poll open for voting click on "Refresh" within the platform to be taken to the voting screen.

Select your voting direction and click "confirm" to submit your vote. Note that you cannot amend your vote after it has been submitted.

For further information on the live voting process please see the Registration and Voting Guide at https://www.automicgroup.com.au/virtual-agms/.

Voting by proxy

To vote by proxy, please use one of the following methods:

Online	Lodge the Proxy Form online athttps://investor.automic.com.au/#/loginsah by following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form. For further information on the online proxy lodgement process please see theOnline Proxy Lodgement Guideat https://www.automicgroup.com.au/virtual-agms/
By post	Automic, GPO Box 5193, Sydney NSW 2001
By hand	Automic, Level 5, 126 Phillip Street, Sydney NSW 2000
By email	Completing the enclosed Proxy Form and emailing it to: meetings@automicgroup.com.au

Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid.

Power of Attorney

If the proxy form is signed under a power of attorney on behalf of a shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the proxy form, unless the power of attorney has already provided it to the Share Registry.

Corporate Representatives

If a representative of a corporate shareholder or a corporate proxy will be attending the Meeting,

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the representative should bring to the Meeting adequate evidence of their appointment, unless this has previously been provided to the Share Registry.

Technical difficulties

Technical difficulties may arise during the course of the General Meeting. The Chair has discretion as to whether and how the Meeting should proceed in the event that a technical difficulty arises. In exercising his discretion, the Chair will have regard to the number of Shareholders impacted and the extent to which participation in the business of the Meeting is affected. Where he considers it appropriate, the Chair may continue to hold the Meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, Shareholders are encouraged to lodge a proxy not later than 48 hours before the commencement of the Meeting.

Notice to Facilitate Electronic Communications

with Shareholders

Recent legislative changes to the Corporations Act 2001 (Cth) mean there are new options available to IRIS Metals Limited shareholders as to how you receive communications from the Company . IRIS Metals Limited will no longer be sending physical meeting documents unless you request a copy to be posted.

The Company encourages all shareholders to provide an email address so we can communicate with you electronically when shareholder notices become available online, for items such as meeting documents and annual reports.

Shareholders can still elect to receive some or all of their communications in physical or electronic form, or elect not to receive certain documents such as annual reports. To review your communications preferences, or sign up to receive your shareholder communications via email, please update your details at the Automic website (https://investor.automic.com.au/#/home) with your username and password .

How do I create an account with Automic?

To create an account with Automic, please go to the Automic website (https://investor.automic.com.au/#/home), click on ‘register’ and follow the steps. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic.

If you are a shareholder and would like a physical copy of a communication, need further information about the options available to you or have questions about your holding, visit https://www.automicgroup.com.au/contact-us/ or contact the Automic Registry:

By post	Automic, GPO Box 5193, Sydney NSW 2001
In person	Automic, Level 5, 126 Phillip Street, Sydney NSW 2000
Telephone (within Australia)	1300 288 664
Telephone (outside Australia)	+61 2 9698 5414
By facsimile	+61 2 8583 3040
Email	hello@automicgroup.com.au
Website	https://www.automicgroup.com.au/

IRIS Metals Limited | General Meeting – Notice of Meeting and Explanatory Statement

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Notice of General Meeting

Notice is hereby given that a General Meeting of Shareholders of IRIS Metals Limited ACN 646 787 135 will be held at 11:00AM AEDT on Wednesday, 14 February 2024 at Suite 205, 9-11 Claremont Street, South Yarra VIC 3141 and as a virtual meeting .

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the Proxy Form forms part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders at 7:00PM AEDT on Monday, 12 February 2024.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

Resolutions

Ratification and Approval of Placement Share Allotments

1. Resolution 1 – Ratification of Prior Issue of Placement Shares

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an Ordinary Resolution :

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the allotment and prior issue of 7,500,000 Placement Shares issued on 20 December 2023 and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of:

• (a) a person who participated in the issue or is a counterparty to the agreement being approved; or

• (b) an Associate of that person or those persons.

However, this does not apply to a vote cast in favour of Resolution 1 by:

• (i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

• (ii) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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2. Resolution 2 – Approval of Issue of Placement Shares to Simon Lill, Director of the Company

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an Ordinary Resolution:

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 50,000 Placement Shares to Simon Lill (or his nominee(s)), Director of the Company, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of	Voting Exclusion Statement: The Company will disregard any votes cast in favour of
Resolution 2 by or on behalf of:
(a)	a person who is expected to receive the securities as a result of the proposed issue;
(b)	a person who will obtain a material benefit as a result of the issue of the securities
	(except a benefit solely by reason of being a holder of ordinary securities in the
	Company); or
(c)	an Associate of that person or those persons described in (a) or (b).
However, this does not apply to a vote cast in favour of Resolution 2 by:
(i)	a person as proxy or attorney for a person who is entitled to vote on the Resolution,
	in accordance with direction given to the proxy or attorney to vote on the
	Resolution in that way; or
(ii)	the Chair of the Meeting as proxy or attorney for a person who is entitled to vote
	on the Resolution, in accordance with a direction given to the Chair to vote on the
	Resolution as the Chair decides; or
(iii)	a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
	behalf of a beneficiary provided the following conditions are met:
	• the beneficiary provides written confirmation to the holder that the beneficiary
	is not excluded from voting, and is not an associate of a person excluded from
	voting, on the Resolution; and
	• the holder vote on the Resolution in accordance with directions given by the
	beneficiary to the holder to vote in that way.

BY ORDER OF THE BOARD

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David Franks Company Secretary

22 December 2023

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Explanatory Statement

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting to be held at 11:00AM AEDT on Wednesday, 14 February 2024 at Suite 205, 9-11 Claremont Street, South Yarra VIC 3141 and as a virtual meeting .

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

If you are in any doubt about what to do in relation to the Resolutions contemplated in the Notice of Meeting and this Explanatory Statement, it is recommended that you seek advice from an accountant, solicitor or other professional advisor.

Full details of the business to be considered at the General Meeting are set out below.

Resolutions

Ratification and Approval of Placement Share Allotments

Resolution 1 – Ratification of Prior Issue of Placement Shares

Background

On 12 December 2023, the Company announced that it had successfully received firm commitments a capital raising for A$7.5 million (before costs), resulting in the issue of 7,550,000 Fully Paid Ordinary Shares ( Placement Shares ), via a placement which would be completed in two tranches as follows:

1. First tranche: $7.50 million raised from institutional and other sophisticated investors, which would be completed by utilising the Company’s existing capacity under Listing Rule 7.1; and

2. Second tranche: $50,000 raised from related parties, for which shareholder approval would be sought pursuant to Resolution 2 of this Notice of Meeting,

(collectively referred to as the Placement ).

The first tranche completed on 20 December 2023 which resulted in the issue of 7,500,000 Placement Shares at an issue price of A$1.00 per Placement Share ( T1 Placement Shares ).

The fund raised from the Placement are to be primarily applied towards accelerating the Company’s drilling activities and regional acquisitions in South Dakota, USA, including resource drilling, regional exploration and acquisition initiatives at its premier hard rock lithium project in South Dakota, USA .

ASX Listing Rule 7.1

This Resolution proposes that Shareholders of the Company approve and ratify the prior issue and allotment of the T1 Placement Shares, which were issued on 20 December 2023 ( Issue Date ).

All of T1 Placement Shares were issued by utilising the Company’s existing capacity under Listing Rule 7.1.

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

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The issue of T1 Placement Shares did not fit within any of the exceptions to Listing Rule 7.1 and, as it has not been approved by the Company’s Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12-month period following the Issue Date.

Listing Rule 7.4 allows the Shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1.

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1.

To this end, this Resolution seeks Shareholder approval to subsequently approve the issue of T1 Placement Shares for the purposes of Listing Rule 7.4.

If this Resolution is passed, the issue of T1 Placement Shares will be excluded in calculating the Company’s 15% capacity to issue equity securities under Listing Rule 7.1 without Shareholder approval over the 12-month period following the Issue Date.

If this Resolution is not passed, the issue of T1 Placement Shares will be included in calculating the Company’s 15% capacity to issue equity securities under Listing Rule 7.1 without Shareholder approval over the 12-month period following the Issue Date.

Information required by ASX Listing Rule 7.5

The following information is provided to Shareholders for the purposes of Listing Rule 7.5.

• (a) The T1 Placement Shares were issued to sophisticated and institutional investors, all of which are clients of Petra Capital Pty Ltd and Jett Capital Advisors LCC, all non-related parties to the Company.

• (b) The Company issued 7,500,000 Fully Paid Ordinary Shares.

• (c) The Shares were fully paid on issue and ranked equally in all aspects with all existing fully paid ordinary shares previously issued by the Company.

• (d) The T1 Placement Shares were issued on 20 December 2023.

• (e) Each of the T1 Placement Shares were issued at an issue price of A$1.00 per T1 Placement Share, which raised $7.50m.

• (f) Funds raised from the issue of the Shares have been and will primarily be applied towards accelerating the Company’s drilling activities and regional acquisitions in South Dakota, USA, including resource drilling, regional exploration and acquisition initiatives at its premier hard rock lithium project in South Dakota, USA .

Directors’ Recommendation

The Board of Directors recommend that Shareholders vote for this Resolution.

The Chair intends to vote all undirected proxies in favour of this Resolution.

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Resolution 2 – Approval of Issue of Placement Shares to Simon Lill, Director of the Company

Background

As outlined in the Explanatory Statement to Resolution 1 of this Notice and pursuant to the Placement announced on 12 December 2023, this Resolution seeks Shareholder approval to issue and allot 50,000 Placement Shares ( T2 Placement Shares ) to Simon Lill (or his nominee(s)), Director and Chairman of the Company.

Listing Rule 10.11

ASX Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, the Company, as a listed company, must not issue equity securities to persons in a position of influence without Shareholder approval.

A person in a position of influence for the purposes of Listing Rule 10.11 includes:

• (a) a related party;

• (b) a person who is, or was at any time in the 6 months before the issue of agreement, a substantial (30%+) holder in the Company;

• (c) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the Company and who has nominated a director to the board of the Company pursuant to a relevant agreement which gives them a right or expectation to do so;

• (d) an Associate of a person referred to in (a) to (c) above; and

• (e) a person whose relationship with the Company or a person referred to in (a) to (d) above is such that, in the ASX’s opinion, the issue or agreement should be approved by Shareholders.

As Simon Lill is a Director of the Company, Simon Lill is a person in a position of influence for the purposes of Listing Rule 10.11. The proposed issue does not fall within any of the exceptions in Listing Rule 10.12, and therefore requires the approval of the Company’s Shareholders under Listing Rule 10.11.

To this end, this Resolutions seeks the required Shareholder approval to issue the T2 Placement Shares to Simon Lill under and for the purposes of Listing Rule 10.11.

If approval is obtained under Listing Rule 10.11, in accordance with Listing Rule 7.2 (exception 14), separate approval is not required under Listing Rule 7.1.

If this Resolution is passed, the Company will be able to proceed with the proposed issue as outlined in this Notice of Meeting.

If this Resolution is not passed, the Company will not be able to proceed with the proposed issue.

Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act prohibits the Company from giving a financial benefit to a related party of the Company unless either:

• (a) the giving of the financial benefit falls within one of the exceptions to the provisions; or

• (b) Shareholder approval is obtained prior to the giving of the financial benefit.

The proposed issue of T2 Placement Shares (which is a type of equity security, for the purposes of the Chapter 2E of the Corporations Act) constitutes the giving of a financial benefit.

A “related party” for the purposes of the Corporations Act and the Listing Rules is widely defined and includes a director of a public company, a spouse of a director of a public company or an entity controlled by a director of a public company. The definition of “related party” also includes

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a person whom there is reasonable grounds to believe will become a “related party” of a public company.

The non-conflicted Directors of the Company (being Peter Marks, Tal Paneth, Christopher Connell and Bruce Smith) carefully considered the issue of these T2 Placement Shares to Simon Lill and formed the view that the giving of this financial benefit are on arm’s length terms, as the securities are proposed to be issue on the same terms as offered to non-related parties of the Company who participated in the Placement.

Accordingly, the non-conflicted Directors of the Company believe that the issue of these T2 Placement Shares to Simon Lill fall within the “arm’s length terms” exception as set out in section 210 of the Corporations Act, and relies on this exception for the purposes of this Resolution. Therefore, the proposed issue of T2 Placement Shares to Simon Lill requires Shareholder approval under and for the purposes of Listing Rule 10.11 only.

Information required by ASX Listing Rule 10.13

The following information in relation to the issue of the T2 Placement Shares to Simon Lill is provided to Shareholders for the purposes of ASX Listing Rule 10.13:

• (a) The allottee is Simon Lill (or their nominee(s)).

• (b) Simon Lill is a Director of the Company and therefore falls within the related party category referred to in ASX Listing Rule 10.11.1.

• (c) The maximum number of T2 Placement Shares to be issued is 50,000.

• (d) The Shares will be fully paid on issue and rank equally in all aspects with all existing fully paid ordinary shares previously issued by the Company.

• (e) The T2 Placement Shares will be issued within 1 month of Shareholder approval being obtained by the Company (or otherwise, as determined by the ASX in the exercise of their discretion).

• (f) The T2 Placement Shares will be offered at an issue price of A$1.00 per T2 Placement Share.

• (g) Funds raised from the issue of the Shares have been and will primarily be applied towards accelerating the Company’s drilling activities and regional acquisitions in South Dakota, USA, including resource drilling, regional exploration and acquisition initiatives at its premier hard rock lithium project in South Dakota, USA .

Directors’ Recommendation

The Board of Directors (excluding Mr Lill who abstained) recommend that Shareholders vote for this Resolution.

The Chair intends to vote all undirected proxies in favour of this Resolution.

Enquiries

Shareholders are asked to contact the Company Secretary, Mr David Franks on +612 8072 1400 if they have any queries in respect of the matters set out in these documents.

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Glossary

AEDT means Australian Eastern Daylight Time as observed in Sydney, New South Wales.

ASIC means Australian Securities and Investment Commission.

Associate has the meaning given to it by the ASX Listing Rules.

ASX means ASX Limited ACN 008 624 691 or the financial market operated by it, as the context requires, of 20 Bridge Street, Sydney, NSW 2000.

ASX Listing Rules or Listing Rules means the official ASX Listing Rules of the ASX and any other rules of the ASX which are applicable while the Company is admitted to the official list of the ASX, as amended or replaced from time to time, except to the extent of any express written waiver by the ASX.

Board means the current board of Directors of the Company.

Business Day means a day on which trading takes place on the stock market of ASX.

Chair means the person chairing the Meeting.

Closely Related Party of a member of the KMP means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependant of the member or of the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealings with the Company;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporation Regulations 2001 (Cth).

Company means IRIS Metals Limited ACN 646 787 135.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth) as amended or replaced from time to time.

Director means a current director of the Company.

Dollar or “ $ ” means Australian dollars.

Explanatory Statement means the explanatory statement accompanying this Notice of Meeting.

General Meeting or GM or Meeting means a General Meeting of the Company and, unless otherwise indicated, means the meeting of the Company’s members convened by this Notice of Meeting.

KMP means key management personnel (including the Directors) whose remuneration details are included in the Remuneration Report.

Notice of Meeting or Notice of General Meeting means this notice of general meeting dated 22 December 2023 including the Explanatory Statement.

Option means an option which, subject to its terms, could be exercised into a Share.

Ordinary Resolution means a resolution that can only be passed if at least 50% of the total votes cast by Shareholders entitled to vote on the resolution are voted in its favour at the meeting.

Placement Shares means the shares issued and proposed to be issued pursuant to the placement announced by the Company on 12 December 2023.

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Proxy Form means the proxy form attached to this Notice of Meeting.

Resolutions means the resolutions set out in this Notice of Meeting, or any one of them, as the context requires.

Restricted Voter means a member of the Company’s KMP and any Closely Related Parties of those members.

Securities mean Shares and/or Options (as the context requires).

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

Share Registry means Automic Pty Ltd.

T1 Placement Shares means the Placement Shares issued on 20 December 2023 pursuant to the placement announced on 12 December 2023 and which is the subject for approval under Resolution 1.

T2 Placement Shares means the Placement Shares proposed to be issued to Simon Lill, Director of the Company, pursuant to the placement announced on 12 December 2023 and which is the subject for approval under Resolution 2.

Trading Day has the meaning given to that term in ASX Listing Rule 19.12.

VWAP means the volume weighted average market (closing) price, with respects to the price of Shares.

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IRIS Metals Limited | ABN 61 646 787 135

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Proxy Voting Form If you are attending the virtual Meeting please retain this Proxy Voting Form

for online Securityholder registration.

Your proxy voting instruction must be received by 11.00am (AEDT) on Monday, 12 February 2024 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

Complete the form overleaf in accordance with the instructions set out below.

YOUR NAME AND ADDRESS

The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.

STEP 1 – APPOINT A PROXY

If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form , including where the Resolutions are connected directly or indirectly with the remuneration of KMP.

Lodging your Proxy Voting Form:

Online

Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsah or scan the QR code below using your smartphone

Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form.

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STEP 2 - VOTES ON ITEMS OF BUSINESS

You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF SECOND PROXY

You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services. SIGNING INSTRUCTIONS Individual: Where the holding is in one name, the Shareholder must sign. Joint holding: Where the holding is in more than one name, all Shareholders should sign. Power of attorney: If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.

Email Address: Please provide your email address in the space provided.

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automic.com.au.

BY MAIL:

Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic Level 5, 126 Phillip Street Sydney NSW 2000

BY EMAIL:

meetings@automicgroup.com.au BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic:

WEBSITE: https://automicgroup.com.au/

PHONE:

1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 - How to vote

APPOINT A PROXY:

VIRTUAL PARTICIPATION AT THE MEETING:

I/We being a Shareholder entitled to attend and vote at the General Meeting of IRIS Metals Limited, to be held virtually at 11.00am (AEDT) on Wednesday, 14 February 2024 and physically at Suite 205, 9-11 Claremont Street, South Yarra, VIC 3141 hereby:

I/We being a Shareholder entitled to attend and vote at the General Meeting of IRIS Metals The company is pleased to provide shareholders Limited, to be held virtually at 11.00am (AEDT) on Wednesday, 14 February 2024 and physically with the opportunity to attend and participate in at Suite 205, 9-11 Claremont Street, South Yarra, VIC 3141 hereby: a virtual Meeting through an online meeting Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as platform powered by Automic, where your proxy, please write in the box provided below the name of the person or body corporate you shareholders will be able to watch, listen, and are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or vote online. the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have To access the virtual meeting: been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof. 1. Open your internet browser and go to investor.automic.com.au 2. Login with your username and password or click “register” if you haven’t already created The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is an account. Shareholders are encouraged to entitled to vote. create an account prior to the start of the Unless indicated otherwise by ticking the “for”,” against” or “abstain” box you will be authorising meeting to ensure there is no delay in the Chair to vote in accordance with the Chair’s voting intention. attending the virtual meeting Further information on how to do this is set out in the Notice of Meeting. The Explanatory Notes that accompany and form part of the Notice of Meeting describe the various matters to be considered. STEP 2 - Your voting direction Resolutions For Against Abstain 1 Ratification of Prior Issue of Placement Shares 2 Approval of Issue of Placement Shares to Simon Lill, Director of the Company Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll. STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: Email Address: Contact Daytime Telephone Date (DD/MM/YY) / / By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).

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