IRON BEAR RESOURCES LTD - AGM Information 2022

ASX Announcement

28 October 2022

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Notice of Annual General Meeting

Pursuant to ASX Listing Rule 3.17.1, Cyclone Metals Limited (ASX: CLE ) ( Cyclone or the Company ) provides the attached copy of Notice of Annual General Meeting, accompany notice and access letter and proxy form.

The Annual General Meeting will be held at 32 Harrogate Street, West Leederville, Western Australia, 6007 at 9:00am (WST) on Wednesday 30 November 2022.

This announcement has been approved by Melissa Chapman, Joint Company Secretary

For further information please contact:

Investor Relations Follow us +61 (0) 8 9380 9555 @cyclonemetals [email protected] cyclone-metals

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28 October 2022

Dear Shareholder,

CYCLONE METALS LTD – ANNUAL GENERAL MEETING

Cyclone Metals Ltd (ASX: CLE) (the Company ) advises its Annual General Meeting of Shareholders ( Meeting ) will be held on Wednesday, 30 November 2022 at 9:00am (WST) at 32 Harrogate Street, West Leederville, Western Australia 6007.

The Company will not be dispatching physical copies of the notice of Meeting unless a shareholder has previously requested a hard copy. A copy of the Meeting materials can be viewed and downloaded online as follows:

You can access the Meeting materials online at the Company’s website: www.cyclonemetals.com.
▪ A complete copy of the Meeting materials has been posted to the Company’s ASX Market announcements page at www.asx.com.au under the Company’s ASX code “CLE”.
If you have provided an email address and have elected to receive electronic communications from the Company, you will receive an email to your nominated email address with a link to an electronic copy of the Meeting materials and the voting instruction form.

A copy of your Proxy Form is enclosed for convenience.

The Company intends to hold a physical meeting. The Company will notify any changes to this by way of announcement on ASX and the details will also be made available on our website.

The Meeting materials are important and should be read in their entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser.

Yours faithfully

Melissa Chapman Company Secretary

CYCLONE METALS LIMITED ACN 095 047 920

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 9:00 am (WST) DATE : Wednesday, 30 November 2022 PLACE : 32 Harrogate Street, West Leederville, WA, 6007

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

This Notice 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.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4:00 pm (WST) on 28 November 2022.

BUSINESS OF THE MEETING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2022 together with the declaration of the Directors, the Director’s report, the Remuneration Report and the auditor’s report.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2022.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

A voting prohibition statement applies to this Resolution. Please see below.

3. RESOLUTION 2 – ELECTION OF DIRECTOR – MR STIRLING ROSS

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

“That, for the purpose of clause 13.4 of the Constitution, Listing Rule 14.4 and for all other purposes, Mr Stirling Ross, a Director who was appointed as an additional Director on 13 April 2022, retires, and being eligible, is elected as a Director.”

4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR TIM TURNER

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

“That, for the purpose of clause 13.2 of the Constitution and for all other purposes, Mr Tim Turner, a Director, retires and being eligible, is re-elected as a Director.”

5. RESOLUTION 4 - RATIFICATION OF PRIOR ISSUE OF SHARES – LISTING RULE 7.1A

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 12,500,000 Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

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6. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF OPTIONS – LISTING RULE 7.1

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 6,250,000 Options on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

7. RESOLUTION 6 – APPROVAL OF 7.1A MANDATE

To consider and, if thought fit, to pass the following resolution as a special resolution :

“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.”

Dated: 25 October 2022

By order of the Board

Melissa Chapman Company Secretary

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Voting Prohibition Statements

Resolution1– Adoption
of Remuneration Report

A vote on this Resolution must not be cast (in any capacity) by or on behalf of
either of the following persons:
(a)
a member of the Key Management Personnel, details of whose
remuneration are included in the Remuneration Report; or
(b)
a Closely Related Party of such a member.
However, a person (thevoter) described above may cast a vote on this
Resolution as a proxy if the vote is not cast on behalf of a person described
above and either:
(a)
the voter is appointed as a proxy by writing that specifies the way the
proxy is to vote on this Resolution; or
(b)
the voter is the Chair and the appointment of the Chair as proxy:
(i)
does not specify the way the proxy is to vote on this
Resolution; and
(ii)
expressly authorises the Chair to exercise the proxy even
though this Resolution is connected directly or indirectly
with the remuneration of a member of the Key
Management Personnel.

Voting Exclusion Statements

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolutions set out below by or on behalf of the following persons:

Resolutions4and5– Ratification of prior issue of Options and Shares	A person who participated in the issue or is a counterparty to the agreement being approved or an associate of that person or those persons.

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

(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair 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
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) 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
(ii) 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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Voting in person

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

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

each Shareholder has a right to appoint a proxy;
the proxy need not be a Shareholder of the Company; and
a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

if proxy holders vote, they must cast all directed proxies as directed; and
any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6181 9792.

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Corporations Act, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2022 together with the declaration of the Directors, the Directors’ report, the Remuneration Report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.cyclonemetals.com.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

2.2 Voting consequences

A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

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2.3 Previous voting results

At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Meeting.

3. RESOLUTION 2 – ELECTION OF DIRECTOR – MR STIRLING ROSS

3.1 General

The Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Pursuant to the Constitution and Listing Rule 14.4, any Director so appointed holds office only until the next annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Mr Stirling Ross, having been appointed by other Directors on 13 April 2022 in accordance with the Constitution, will retire in accordance with the Constitution and Listing Rule 14.4 and being eligible, seeks election from Shareholders.

3.2 Qualifications and other material directorships

Mr Stirling Ross began his career in the transport industry specialising in hazardous storage and logistics of agricultural and mining chemicals for large multinationals. He then transitioned into a trading role in agricultural and mining products.

Mr Ross has spent the past 12 years with Eastman Chemical Company managing Australia and New Zealand in the Agricultural, Mining and Oil/Gas sectors.

3.3 Independence

Mr Ross has no interests, position or relationship that might influence, or reasonably be perceived to influence, in a material respect his capacity to bring an independent judgement to bear on issues before the Board and to act in the best interest of the Company as a whole rather than in the interests of an individual security holder or other party.

If elected the Board considers Mr Stirling Ross will be an independent Director.

3.4 Other material information

The Company undertook appropriate checks prior to the appointment of Mr Stirling Ross in accordance with its Director selection and appointment policy.

Mr Stirling Ross has confirmed that he considers he will have sufficient time to fulfil his responsibilities as a Non-Executive Director of the Company and does not consider that any other commitment will interfere with his availability to perform his duties as a Non-Executive Director of the Company.

3.5 Board recommendation

The Board has reviewed Mr Ross’s performance since his appointment to the Board and considers that his skills and experience will continue to enhance the

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Board’s ability to perform its role. Accordingly, the Board supports the election of Mr Stirling Ross and recommends that Shareholders vote in favour of Resolution 2.

4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR TIM TURNER

4.1 General

Listing Rule 14.4 and clause 13.2 of the Constitution provide that, other than a managing director, a director of an entity must not hold office (without reelection) past the third annual general meeting following the director’s appointment or three years, whichever is the longer. However, where there is more than one managing director, only one is entitled to be exempt from this rotation requirement.

Mr Tim Turner, who has served as a Director since 16 September 2004 and was last re-elected on 30 Novmeber 2020, retires by rotation and seeks re-election.

4.2 Qualifications and other material directorships

Timothy Turner is the senior partner of accounting and advisory firm, HTG Partners. Mr Turner heads the audit and assurance division and is responsible for the issue of audit opinions for self-managed superannuation funds through to full reporting entities. He also has more than 30 years’ experience in business development, structuring and general business consultancy.

Timothy has a Bachelor of Business (Accounting), is a Registered Company, SMSF and Organisation Auditor, is a Fellow of CPA Australia and a Fellow of the Tax Institute of Australia.

With over 15 years’ experience on listed company boards and 30 years’ experience in the Australian accounting, taxation and business fields, Mr Turner brings a wealth of experience and knowledge in corporate compliance, governance and corporate manoeuvring.

4.3 Independence

If re-elected the Board considers Mr Tim Turner will be an independent Director.

4.4 Board recommendation

The Board has reviewed Mr Turner’s performance since his appointment to the Board and considers that his skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, the Board supports the re-election of Mr Timothy Turner and recommends that Shareholders vote in favour of Resolution 3.

5. RESOLUTIONS 4 AND 5 – RATIFICATION OF PRIOR ISSUES

5.1 Background

As announced on 28 July 2022, the Company completed a placement to raise up to $500,000 at an issue price of $0.004 per Share with participants also entitled to receive one unlisted option for every two Shares at an exercise price of $0.005 expiring 30 June 2024 ( Placement ) to unrelated institutional and sophisticated investors. The Company raised $50,000 pursuant to the Placement.

On 28 July 2022, the Company issued 12,500,000 shares pursuant to the Company’s 7.1A mandate which was approved by Shareholders at the annual

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general meeting held on 30 November 2021( Placement Shares ) and 6,250,000 unlisted options ( Placement Options ) pursuant to Listing Rule 7.1. The Placement Options were issued on the terms set out in Schedule 1.

5.2 Resolutions

Resolutions 4 and 5 seek ratification of the issue of the Placement Shares and Placement Options on the following basis:

(a) Resolution 4 – 12,500,000 Shares issued under Listing Rule 7.1A on 28 July 2022; and
(b) Resolution 5 – 6,250,000 unquoted Options issued under Listing Rule 7.1 on 28 July 2022.

5.3 Listing Rules 7.1 and 7.1A

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 12 month period.

Under Listing Rule 7.1A however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.

The Company obtained approval to increase its limit to 25% at the annual general meeting held on 30 November 2021, however, the Company’s ability to utilise the additional 10% capacity provided for in Listing Rule 7.1A for issues of equity securities following this Meeting remains conditional on Resolution 6 being passed by the requisite majority at this Meeting.

The issue of the Placement Shares and the Placement Options do not fall under any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 25% limit in Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 and 7.1A for the 12 month period following the date of issue of the Placement Shares and Placement Options.

5.4 Listing Rule 7.4

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 that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Placement Shares and Placement Options.

Resolutions 4 and 5 seek Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Placement Shares and Placement Options.

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5.5 Technical information required by Listing Rule 14.1A

If Resolutions 4 and 5 are passed, the issues of the Placement Shares and Placement Options under each of those Resolutions will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of those Securities.

If Resolutions 4 and 5 are not passed, the issues of the Placement Shares and Placement Options the subject of those Resolutions will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of those Securities.

It is noted that the Company’s ability to utilise the additional 10% capacity provided for in Listing Rule 7.1A for issues of equity securities following this Meeting remains conditional on Resolution 6 being passed at this Meeting.

5.6 Technical information required for Resolution 4

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 4:

(a) the Placement Shares were issued to professional and sophisticated investors introduced by the Company’s directors, who are not related parties of the Company;
(b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms the following:
(i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and
(ii) issued more than 1% of the issued capital of the Company;
(c) 12,500,000 Placement Shares were issued pursuant to Listing Rule 7.1A
(d) the Placement Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(e) the Placement Shares were issued on 28 July 2022;
(f) the issue price was $0.004 per Share;
(g) the purpose of the issue of the Placement Shares was to raise approximately $50,000, which will be applied towards general working capital requirements; and
(h) the Placement Shares were issued under firm commitment letters on standard terms and conditions for agreements of this nature.

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5.7 Technical information required for Resolution 5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 5:

(a) the Placement Options were issued to participants of the Placement, who are professional and sophisticated investors introduced by the Company’s directors, who are not related parties of the Company;
(b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients were:
(i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and
(ii) issued more than 1% of the issued capital of the Company;
(c) 6,250,000 unquoted Placement Options were issued and the Placement Options were issued on the terms and conditions set out in Schedule 1;
(d) the Placement Options were issued on 28 July 2022;
(e) no funds were raised from the issue of the Placement Options as they were issued as attaching Options under the Placement. Funds raised from the exercise of the Placement Options will be used towards working capital of the Company;
(f) the Placement Options are issued as attaching Options, on the basis if 1 Placement Option for every 2 Placement Shares issued, to the participants under the Placement; and
(g) the Placement Options were issued under firm commitment letters on standard terms and conditions for agreements of this nature.

6. RESOLUTION 6 – APPROVAL OF 7.1A MANDATE

6.1 General

As summarised in Section 5.3 above, 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.

However, under Listing Rule 7.1A, an eligible entity may seek shareholder approval by way of a special resolution passed at its annual general meeting to increase this 15% limit by an extra 10% to 25% ( 7.1A Mandate ).

An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less. The Company is an eligible entity for these purposes.

As at the date of this Notice, the Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $12,233,474 (based on the number of Shares on issue and the closing price of Shares on the ASX on 20 October 2022.

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Resolution 6 seeks Shareholder approval by way of special resolution for the Company to have the additional 10% placement capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval.

For note, a special resolution is a resolution requiring at least 75% of votes cast by shareholders present and eligible to vote at the meeting in favour of the resolution.

If Resolution 6 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If Resolution 6 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1A, and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

6.2 Technical information required by Listing Rule 7.1A

Pursuant to and in accordance with Listing Rule 7.3A, the information below is provided in relation to Resolution 6:

(a) Period for which the 7.1A Mandate is valid

The 7.1A Mandate will commence on the date of the Meeting and expire on the first to occur of the following:

(i) the date that is 12 months after the date of this Meeting;
(ii) the time and date of the Company’s next annual general meeting; and
(iii) the time and date of approval by Shareholders of any transaction under Listing Rule 11.1.2 (a significant change in the nature or scale of activities) or Listing Rule 11.2 (disposal of the main undertaking).

(b)

Minimum price

Any Equity Securities issued under the 7.1A Mandate must be in an existing quoted class of Equity Securities and be issued for cash consideration at a minimum price of 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the Equity Securities; or
(ii) if the Equity Securities are not issued within 10 trading days of the date in Section 6.2(b)(i), the date on which the Equity Securities are issued.

(c) Use of funds raised under the 7.1A Mandate

The Company intends to use funds raised from issues of Equity Securities under the 7.1A Mandate for acquiring new technologies and/or businesses (including expenses associated with such an acquisition), sales and marketing, promotional expenses, enhancement of its own software

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products or any new products which may be acquired or developed, research and development, and for general working capital.

(d) Risk of Economic and Voting Dilution

Any issue of Equity Securities under the 7.1A Mandate will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 6 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 7.1A Mandate, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the closing market price of Shares and the number of Equity Securities on issue or proposed to be issued as at 20 October 2022.

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 7.1A Mandate.

			Dilution	Dilution
Number of Shares on Issue (Variable A in Listing Rule 7.1A.2)		Shares issued – 10% voting dilution		Issue Price
			$0.001	$0.002	$0.003
			50% decrease	Issue Price	50% increase
				Funds Raised
Current	6,116,736,982 Shares	611,673,698 Shares	$611,674	$1,223,347	$1,835,021
50% increase	9,175,105,474 Shares	917,510,547 Shares	$917,511	$1,835,021	$2,752,532
100% increase	12,233,473,965 Shares	1,223,347,396 Shares	$1,223,347	$2,446,695	$3,670,042

*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a prorata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

There are currently 6,116,736,982 Shares on issue as at the date of this Notice.
The issue price set out above is the closing market price of the Shares on the ASX on 20 October 2022 (being $0.002).
The Company issues the maximum possible number of Equity Securities under the 7.1A Mandate.
The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with approval under Listing Rule 7.1.
The issue of Equity Securities under the 7.1A Mandate consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities. If the issue of Equity Securities includes quoted Options, it is assumed that those quoted Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

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The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
This table does not set out any dilution pursuant to approvals under Listing Rule 7.1 unless otherwise disclosed.
The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 7.1A Mandate, based on that Shareholder’s holding at the date of the Meeting.

Shareholders should note that there is a risk that:

(i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and
(ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

(e) Allocation policy under the 7.1A Mandate

The recipients of the Equity Securities to be issued under the 7.1A Mandate have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the recipients at the time of the issue under the 7.1A Mandate, having regard to the following factors:

(i) the purpose of the issue;
(ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue, share purchase plan, placement or other offer where existing Shareholders may participate;
(iii) the effect of the issue of the Equity Securities on the control of the Company;
(iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;
(v) prevailing market conditions; and
(vi) advice from corporate, financial and broking advisers (if applicable).
(f)

Previous approval under Listing Rule 7.1A

The Company previously obtained approval from its Shareholders pursuant to Listing Rule 7.1A at its annual general meeting held on 30 November 2021 ( Previous Approval ).

During the 12-month period preceding the date of the Meeting, being on and from 30 November 2021, the Company issued 12,500,000 Shares pursuant to the Previous Approval ( Previous Issue ), which represent

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approximately 0.256% of the total diluted number of Equity Securities on issue in the Company on 30 November 2021, which was 4,890,903,649.

Further details of the issues of Equity Securities by the Company pursuant to Listing Rule 7.1A.2 during the 12 month period preceding the date of the Meeting are set out below.

The following information is provided in accordance with Listing Rule 7.3A.6(b) in respect of the Previous Issue:

Date of Issue and Date of Issue : 28 July 2022 Appendix 2A Date of Appendix 2A : 29 July 2022 Recipients Professional and sophisticated investors introduced by the Company’s directors as part of a placement announced on 28 July 2022. As outlined under Section 5.7, there were no participants in the Placement issued more than 1% of the issued capital of the Company at the time of issue of the Placement Shares. Number and Class 12,500,000 Shares[2 ] (under Listing Rule 7.1A) of Equity Securities Issued Issue Price and $0.004 per Share (at a 0% premium to the then closing discount to Market Market Price prior to the Placement). Price[1 ] (if any) Total Cash Amount raised : $50,000 in aggregate (i.e. including Consideration and additional Shares issued pursuant to Listing Rule 7.1) Use of Funds Amount spent : $50,000 Use of funds : applied towards general working capital requirements Amount remaining : $nil Proposed use of remaining funds : Not applicable.

Notes:

Market Price means the closing price of Shares on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the premium is calculated on the Market Price on the last trading day on which a sale was recorded prior to the date of issue of the relevant Equity Securities.
Fully paid ordinary shares in the capital of the Company, ASX Code: ASX:CLE (terms are set out in the Constitution).

6.3 Voting Exclusion Statement

As at the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A. Accordingly, a voting exclusion statement is not included in this Notice.

5375-02/3080956_6

GLOSSARY

$ means Australian dollars.
7.1A Mandate has the meaning given in Section 6.1.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependent of the member or 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 dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company means Cyclone Metals Limited (ACN 095 047 920).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Listing Rules means the Listing Rules of ASX.

5375-02/3080956_6

Meeting means the meeting convened by the Notice.

Notice means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Placement and Placement Shares has the meaning given to it under Section 5.1.

Placement Options has the meaning given to it under Section 5.1.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2022.

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

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

Variable A means “A” as set out in the formula in Listing Rule 7.1A.2.

WST means Western Standard Time as observed in Perth, Western Australia.

5375-02/3080956_6

SCHEDULE 1- TERMS AND CONDITIONS OF PLACEMENT OPTIONS

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

The amount payable upon exercise of each Option will be $0.005.

(c)

Expiry Date

Each Option will expire on 30 June 2024 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d)

Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e)

Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate (Notice of Exercise) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f)

Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(g)

Timing of issue of Shares on exercise

Within 15 Business Days after the Exercise Date, the Company will:

(i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company; and
(ii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

(h)

Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued Shares of the Company.

(i)

Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Option holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

5375-02/3080956_6

(j) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(k) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(l) Transferability

The Options are not transferable without consent of the Board.

5375-02/3080956_6

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IRON BEAR RESOURCES LTD — AGM Information 2022

65091_rns_2022-10-27_2ba6de8d-22ed-40b1-87f5-3d8c65176ed6.pdf

Notice of Annual General Meeting

CYCLONE METALS LTD – ANNUAL GENERAL MEETING

CYCLONE METALS LIMITED ACN 095 047 920

NOTICE OF ANNUAL GENERAL MEETING

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

BUSINESS OF THE MEETING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

3. RESOLUTION 2 – ELECTION OF DIRECTOR – MR STIRLING ROSS

4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR TIM TURNER

5. RESOLUTION 4 - RATIFICATION OF PRIOR ISSUE OF SHARES – LISTING RULE 7.1A

6. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF OPTIONS – LISTING RULE 7.1

7. RESOLUTION 6 – APPROVAL OF 7.1A MANDATE

Voting Prohibition Statements

Voting Exclusion Statements

Voting in person

Voting by proxy

EXPLANATORY STATEMENT

1. FINANCIAL STATEMENTS AND REPORTS

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

2.2

Voting consequences

2.3 Previous voting results

3. RESOLUTION 2 – ELECTION OF DIRECTOR – MR STIRLING ROSS

3.1 General

3.2 Qualifications and other material directorships

3.3 Independence

3.4 Other material information

3.5 Board recommendation

4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR TIM TURNER

4.1 General

4.2 Qualifications and other material directorships

4.3 Independence

4.4 Board recommendation

5. RESOLUTIONS 4 AND 5 – RATIFICATION OF PRIOR ISSUES

5.1 Background

5.2 Resolutions

5.3 Listing Rules 7.1 and 7.1A

5.4

Listing Rule 7.4

5.5 Technical information required by Listing Rule 14.1A

5.6

Technical information required for Resolution 4

5.7 Technical information required for Resolution 5

6. RESOLUTION 6 – APPROVAL OF 7.1A MANDATE

6.1 General

6.2 Technical information required by Listing Rule 7.1A

(a) Period for which the 7.1A Mandate is valid

(b)

Minimum price

(c) Use of funds raised under the 7.1A Mandate

(d) Risk of Economic and Voting Dilution

The table above uses the following assumptions:

(e) Allocation policy under the 7.1A Mandate

Previous approval under Listing Rule 7.1A

Notes:

6.3 Voting Exclusion Statement

GLOSSARY

SCHEDULE 1- TERMS AND CONDITIONS OF PLACEMENT OPTIONS

(a) Entitlement

(b) Exercise Price

(c)

Expiry Date

(d)

Exercise Period

(e)

Notice of Exercise

(f)

Exercise Date

(g)

Timing of issue of Shares on exercise

(h)

Shares issued on exercise

(i)

IRON BEAR RESOURCES LTD AGM Information 2022

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