IRIS METALS LIMITED — Proxy Solicitation & Information Statement 2023

Mar 30, 2023

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ASX Release: 31 March 2023

General Meeting Letter to Shareholders and Proxy

IRIS Metals Limited ( IRIS or Company ) ( ASX:IR1 ) attaches the following documents in relation to its General Meeting (“EGM”), being held at 10.00am (AEST) on Friday 5 May 2023:

• EGM Letter to Shareholders; and

• Proxy Form.

This announcement is authorised for market release by the Board of Directors.

About IRIS Metals Limited:

IRIS Metals (ASX:IR1) is an Australian-based explorer with an extensive suite of assets prospective for gold, nickel and lithium in Western Australia and South Dakota, USA. Its wholly-owned WA tenement portfolio includes a compelling landholding in central Kookynie - a gold camp renowned for its historical high grade gold production and bonanza gold grades, and strategic tenure in the highly prospective Tier-1 mining jurisdiction of Leonora. The hard rock lithium South Dakota Project provides the Company and its shareholders with exposure to the battery metals space in a mining friendly jurisdiction with a history of past production. IRIS is pursuing a strategy of rapid prospect evaluation in recognised mineral fields, with a view to making economic discoveries, thereby enhancing shareholder value.

IRIS Metals Limited ASX: IR1

Contact Details admin@irismetals.com www.irismetals.com

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

ABN 61 646 787 135

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31 March 2023

Dear Shareholders

2023 EXTRAORDINARY GENERAL MEETING

An extraordinary meeting of the Company’s shareholders is scheduled to be held at Level 6, 400 Collins Street, Melbourne Vic 3000 on Friday, 5 May 2023 at 10:00am (AEST) ( Meeting ).

The Board has resolved to hold the Meeting virtually, as permitted by clause 14 of the Company’s constitution. Accordingly, there will not be a physical location where shareholders can attend the Meeting in person.

In accordance with new provisions under the Corporations Act, the Company will not be sending hard copies of the Notice of Meeting to shareholders unless a shareholder has previously requested a hard copy. The Notice of Meeting can be viewed and downloaded from www.irismetals.com/investors/asx-reports/ . Please also refer to the Registration and Voting Guide at https://www.automicgroup.com.au/virtual-agms/ for details on how to participate in the Meeting.

The Company strongly encourages Shareholders to lodge a directed proxy form prior to the meeting. Questions should also be submitted in advance of the Meeting as this will provide management with the best opportunity to prepare for the Meeting, for example by preparing answers in advance to Shareholders questions. However, votes and questions may also be submitted during the Meeting.

Please find below links to important Meeting documents:

• Notice of Meeting and Explanatory Memorandum: - www.irismetals.com/investors/asx reports/

• Registration and Voting Guide: https://www.automicgroup.com.au/virtual agms/

• • Online Meeting platform: investor.automic.com.au

Alternatively, a complete copy of the Notice of Meeting and Explanatory Statement has been posted on the Company’s ASX market announcements page.

If you have nominated an email address and have elected to receive electronic communications from the Company, you will also receive an email to your nominated email address with a link to an electronic copy of the Notice of Meeting and Explanatory Statement.

In order to receive electronic communications from the Company in the future, please update your Shareholder details online at www.investor.automic.com.au/#/home and log in with your unique shareholder identification number and postcode (or country for overseas residents), where you can find on your enclosed personalised proxy form. Once logged in you can also lodge your proxy vote online by clicking on the “Vote” tab.

IRIS Metals Limited ASX: IR1

Contact Details Registered Office admin@irismetals.com Unit 205, 9-11 Claremont St www.irismetals.com South Yarra VIC 3141

ABN 61 646 787 135

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If you are unable to access any of the important Meeting documents online, please contact the Company Secretary, David Franks, on +61 2 8072 1400 or via email at David.Franks@automicgroup.com.au.

The Company will notify Shareholders via the Company’s website at - www.irismetals.com/investors/asx reports/ and the Company’s ASX Announcement Platform at asx.com.au (ASX: IR1) if changing circumstances impact the planning or arrangements for the Meeting.

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.

This announcement is authorised for market release by the Board of Directors.

Sincerely,

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David Franks Company Secretary

IRIS Metals Limited ASX: IR1

Contact Details admin@irismetals.com www.irismetals.com

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

ABN 61 646 787 135

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IRIS Metals Limited | ABN 61 646 787 135

Proxy Voting Form If you are attending the virtual Meeting please retain this Proxy Voting Form for online Securityholder registration.

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Holder Number:

Your proxy voting instruction must be received by 10:00am (AEST) 3 May 2023, 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.

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.

Lodging your Proxy Voting Form:

Online:

Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/log insah

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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BY MAIL:

Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic

Level 5, 126 Phillip Street Sydney NSW 2000

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 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: I/We being a Shareholder entitled to attend and vote at the General Meeting of IRIS Metals Limited, to be held at 10:00am (AEST) 5 May 2023 virtually hereby:

Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”,” against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention. AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 8, 9, 10, 11, 12, 15, and 16 (except where I/we have indicated a different voting intention below) even though Resolutions 8, 9, 10, 11, 12, 15, and 16 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

VIRTUAL PARTICIPATION AT THE GM:

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, where shareholders will be able to watch, listen, and vote online.

To access the virtual meeting:

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

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.

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STEP 2 – Your voting direction

Resolutions For Against Abstain	Resolutions For Against Abstain	Resolutions For Against Abstain	Resolutions For Against Abstain	Resolutions For Against Abstain	Resolutions For Against Abstain	Resolutions For Against Abstain	Resolutions For Against Abstain	Resolutions For Against Abstain	Resolutions For Against Abstain	Resolutions For Against Abstain	Resolutions For Against Abstain	Resolutions For Against Abstain
1. CHANGE TO NATURE AND SCALE OF ACTIVITIES – PROPOSED ACQUISITIONS							9. ISSUE OF PERFORMANCE RIGHTS TO RELATED PARTY - SIMON LILL
2. ISSUE OF SHARES AND OPTIONS TO JASDAK PTY LTD IN CONSIDERATION FOR PROPOSED ACQUISITION OF LONGVIEW							10. ISSUE OF PERFORMANCE RIGHTS TO RELATED PARTY - CHRISTOPHER CONNELL
3. ISSUE OF SHARES TO SCHAD INVESTMENTS, LLC IN CONSIDERATION FOR PROPOSED ACQUISITION OF THE EDISON PATENTED CLAIM							11. ISSUE OF PERFORMANCE RIGHTS TO RELATED PARTY - BRUCE SMITH
4. ISSUE OF SHARES TO CODY SHAD IN CONSIDERATION FOR PROPOSED ACQUISITION OF THE BLM CLAIMS							12. APPROVAL TO ISSUE PERFORMANCE RIGHTS TO DAMIEN HENDERSON
5. ISSUE OF SHARES PURSUANT TO THE PUBLIC OFFER							13. RATIFICATION OF PRIOR ISSUE OF SHARES AND OPTIONS – PRE-EMPTIVE RAISE
6. APPROVAL TO ISSUE OPTIONS TO THE LEAD MANAGER							14. RATIFICATION OF PRIOR ISSUE OF LEAD MANAGER OPTIONS ISSUED UNDER PRE-EMPTIVE RAISE
7. APPOINTMENT OF DIRECTOR – BRUCE SMITH							15. ADOPTION OF EMPLOYEE SECURITIES INCENTIVE PLAN
8. ISSUE OF PERFORMANCE RIGHTS TO RELATED PARTY - PETER MARKS							16. INCREASE IN TOTAL AGGREGATE REMUNERATION FOR NON-EXECUTIVE DIRECTORS
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

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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 of your communications despatched by the Company electronically (where legally permissible).
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