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IRON BEAR RESOURCES LTD Capital/Financing Update 2022

May 9, 2022

65091_rns_2022-05-09_cdb3a792-d1f5-42f3-b73e-90fba3077ab0.pdf

Capital/Financing Update

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ASX Announcement

10 May 2022

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Unmarketable Parcels Sale Facility

Cyclone Metals Limited (ASX: CLE ) ( Cyclone or the Company ) advises that it has established an Unmarketable Parcel Sale Facility ( Facility ) for shareholders who hold less than A$500 worth of fully paid ordinary shares ( Unmarketable Parcel ) in the Company.

As at market close on 9 May 2022 ( Record Date ) an Unmarketable Parcel of shares in the Company is any shareholding of less than 100,000 shares, based on the closing price of $0.005 per CLE share. This represents 53,215,538 ordinary shares in CLE, held by 3,038 shareholders (representing approximately 0.93% of the total number of shareholders presently holding shares in the Company).

The Company is providing the Facility to enable shareholders who hold an Unmarketable Parcel to sell their shares without having to act through a broker or pay brokerage or handing fees. Cyclone will pay all costs associated with the sale and transfer of shares through the Facility (excluding any tax consequences of the sale, which will be the shareholder’s responsibility).

In accordance with the Company’s constitution and the ASX Listing Rules, the attached letter and share retention form ( Retention Form ) will be sent to all shareholders who hold an Unmarketable Parcel on the Record Date.

Shareholders who hold an Unmarketable Parcel and wish to retain their shares must opt-out of the Facility by returning their duly completed Retention Form to the Company’s share registry ( Computershare ) in accordance with the instructions on the Retention Form, by no later than 5:00pm (AEST) on Friday, 1 July 2022 ( Closing Date ). Any shareholder who holds an Unmarketable Parcel and does not return a completed Retention Form by the Closing Date will have their shares sold through the Facility. The proceeds from the sale of the shares will be remitted to participating shareholders as soon as practicable following settlement of all shares sold through the Facility.

A summary of the key dates in relation to the Facility is as follows:

A summary of the key dates in relation to the Facility is as follows:
Event Date
Unmarketable Parcels Record Date 9 May 2022
Unmarketable Parcels Announcement to ASX 10 May 2022
Letters sent to shareholders holding Unmarketable Parcels 16 May 2022
Closing Date for receipt of Share Retention Form 1 July 2022

Cyclone reserves the right to change any of the dates referred to in this announcement or the enclosed letter and Retention Form, or to vary, cancel or delay the Facility of the sale of shares at any time before the shares are sold, by making an announcement to ASX.

If you have any questions about the Facility, please contact the Company on 9380 9555.

This announcement has been approved by the Company’s board of directors.

Yours faithfully Cyclone Metals Limited

Terry Donnelly Non-Executive Chairman

ASX Announcement 10 May 2022

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For further information please contact:

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

Cyclone Metals Limited ASX: CLE

Page: 2 of 2

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10 May 2022

Dear Shareholder,

Cyclone Metals Ltd – Sale of Unmarketable Parcels of Shares

Cyclone Metals Limited (ASX: CLE) ( Cyclone or Company ) is pleased to advise that the Company has established an Unmarketable Parcel Sale Facility ( Facility ) for holders of parcels of fully paid ordinary shares in the Company ( Shares ) with a market value of less than A$500 as at the close of trading on Monday, 9 May 2022 ( Record Date ) ( Unmarketable Parcel ).

Based on the price of Shares on the close of trading on the Record Date of A$0.005, a holding of less than 100,000 Shares constitutes an Unmarketable Parcel.

Cyclone appreciates that Unmarketable Parcels can be difficult or expensive to sell, so the Company is offering the Facility to enable shareholders who hold an Unmarketable Parcel to sell their Shares without having to act through a broker or pay brokerage or handling fees. The Company will pay all costs associated with the sale and transfer of Shares through the Facility (excluding any tax consequences of the sale, which will be the responsibility of relevant shareholders).

The sale of Unmarketable Parcels through the Facility will also benefit the Company, as it is expected to significantly reduce the administrative costs associated with maintaining a large number of small shareholdings on the Company's share register.

WHY AM I RECEIVING THIS LETTER?

Our records indicate that you held an Unmarketable Parcel of Shares based on the price of Shares of A$0.005 as at close of trade on the Record Date. Unless you advise the Company by 5:00pm (AEST) on Friday, 1 July 2022 ( Closing Date ) that you do NOT wish to sell your Shares, the Company intends to sell your Shares through the Facility in accordance with clause 3 of the Company’s Constitution and rule 15.13 of the ASX Listing Rules.

To advise the Company that you do NOT wish to sell your Shares, you must complete the share retention form ( Retention Form ) enclosed with this letter, and return it to the Company's share registry, Computershare Limited ( Computershare ), in accordance with the instructions on the Retention Form, prior to the Closing Date.

If, at the Closing Date, the value of your Shares has increased such that you no longer have an Unmarketable Parcel (eg due to an increase in the market price of Shares or the number of Shares you hold), your Shares will NOT be sold.

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If you have multiple holdings of Shares which, if aggregated, would not constitute an Unmarketable Parcel, you may contact Computershare at 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia) to amalgamate your holdings. In these circumstances, your Shares will not be sold.

Please also note that pursuant to rule 31.1 of the Constitution and rule 15.13.5 of the ASX Listing Rules, the Company will not sell your Shares in the event that a third party announces a takeover offer for the Company.

In accordance with its continuous disclosure obligations, the Company may release information to the ASX which may affect your decision as to whether you wish to sell or retain your Shares. If such information is released, it will be published on the ASX website (www.asx.com.au, ASX code: CLE) and on the Company’s website (www.cyclonemetals.com).

You should be aware that the fact that your holding of Shares is described in this letter as an "unmarketable parcel" does not mean that you cannot sell your Shares at any time. The use of the term "unmarketable parcel" in this letter is to identify the value of Shares which are eligible for sale through the Facility.

WHAT DO I NEED TO DO?

As a holder of an Unmarketable Parcel as at the Record Date, your options are described below:

1. Sell your Unmarketable Parcel

If you WISH TO SELL your Shares through the Facility, you should TAKE NO ACTION. By refraining from taking any action, you will be deemed to have irrevocably appointed the Company as your agent to:

  • (a) sell, or procure the sale of, all of your Shares at a price to be determined, without any costs being incurred by you; and

  • (b) deal with the proceeds of the sale as set out in this letter (for more information about the payment of the sale proceeds through Computershare, please refer to Question 9 of the enclosed Information Sheet).

Payment for your Shares will be remitted to you as soon as practicable, following settlement of the sale of all Shares sold through the Facility.

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2. Retain your Unmarketable Parcel

If you DO NOT WISH TO SELL your Unmarketable Parcel, you MUST OPT-OUT of the Facility by completing and returning the enclosed Retention Form in accordance with the instructions on the Retention Form so that it is received by Computershare prior to the Closing Time.

KEY DATES

Event Date
Unmarketable Parcels Record Date 9 May2022
Unmarketable Parcels Announcement to ASX 10 May2022
Letters sent to shareholders holdingUnmarketable Parcels 16 May2022
ClosingDate for receipt of Share Retention Form 1 July2022

Cyclone reserves the right to change any of the dates referred to in this letter or the enclosed Information Sheet or Retention Form, or to vary, cancel or delay the Facility or the sale of your Shares at any time before your Shares are sold, by making an announcement to ASX.

The Company does not provide any recommendation or advice as to whether you should sell or retain your Shares.

Enclosed is an Information Sheet to answer questions that you may have with respect to the sale of Unmarketable Parcels. This letter is important. If you are in doubt about what to do, you should consult your legal, financial or taxation adviser.

If you have any other questions about the operation of the Facility, please contact the Company on +61 9380 9555.

Kind regards,

Terry Donnelly Chairman

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INFORMATION SHEET UNMARKETABLE PARCEL SALE FACILITY

1. What is an Unmarketable Parcel?

An Unmarketable Parcel is a holding of fully paid ordinary shares in Cyclone Metals Limited ( Shares ), ( Company ) that is valued at less than $500. Based on the closing price of Shares on Monday, 9 May 2022 ( Record Date ) of A$0.005, this is equivalent to a holding of less than 100,000 Shares.

2. Why has the Facility been established?

The Company has decided to establish an Unmarketable Parcel Sale Facility (Facility) to enable you to sell your Unmarketable Parcel without incurring brokerage or handling costs that could otherwise make a sale of your Unmarketable Parcel uneconomic or difficult. The sale of Unmarketable Parcels through the Facility will also enable the Company to reduce administrative costs associated with maintaining a large number of relatively small holdings of Shares.

3. Why have I received this letter?

You have received this letter because our records indicate that you held an Unmarketable Parcel of Shares based on the price of Shares of A$0.005 as at close of trade on the Record Date.

4. What do I need to do to sell my Shares?

If you wish to sell your Shares you should TAKE NO ACTION.

Your Shares will be sold through the Facility unless a duly completed Retention Form in respect of your Shares is received by the Company's Share Registry ( Computershare ) before 5:00pm (AEST) on Friday, 1 July 2022 ( Closing Time ) in accordance with the instructions on the Retention Form. A Retention Form is enclosed with this letter.

5. What if I do not wish to sell my Unmarketable Parcel?

If you do not wish to sell your Shares, you MUST OPT-OUT of the Facility by completing and returning the enclosed Retention Form to the address provided in the Retention Form so that it is received by Computershare prior to the Closing Time. If Computershare has not received your Retention Form by the Closing Time, your Shares will be sold through the Facility.

Alternatively, you can purchase more Shares on-market so that you hold at least $500 worth of Shares as at the Closing Time. See Question 12 below for further information.

6. How will my shares be sold under the Facility?

Your Shares will be sold by the appointed broker, on the Australian Securities Exchange (ASX).

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7. What price will I receive for Shares sold through the Facility?

The Shares will be sold at the prevailing market price for Shares on the ASX (ASX code: CLE), as soon as practical after the Closing Time. If, at the Closing Time, the value of your Shares has increased so that you no longer have an Unmarketable Parcel (for example, due to an increase in the price of Shares or in the number of Shares you hold) your Shares will not be sold.

You will not have control over the time or price at which your Shares are sold, and the price you receive may not reflect the price of Shares appearing in the media or quoted by the ASX on any given day, nor be the best price for Shares available on the day your Shares are sold.

8. Do I need to pay anything if I participate in the Facility?

The Company will pay all costs and expenses arising in connection with the Facility. Any tax payable, or other tax consequences from the sale, will be your responsibility.

9. When will I receive the proceeds for the Shares sold?

Payment will be remitted to you following settlement of all Shares sold under the Facility as soon as reasonably practicable. If your direct credit details or address requires updating, you can amend your details online through Computershare’s Investor Centre website at www.computershare.com.au/easyupdate/CLE. Payment will be made in Australian dollars.

10. What are the advantages and disadvantages of participating in the Facility?

You may consider the following consequences of participating in the Facility to be advantageous to you:

  • receiving a cash payment from the sale of your Unmarketable Parcel;

  • avoiding any brokerage or related selling expenses in connection with the sale of your Shares;

  • utilising a cost effective way of disposing of an Unmarketable Parcel; and

  • the sale price of your Shares being determined by reference to the prevailing market price of Shares.

You may consider the following consequences of participating in the Facility to be disadvantageous to you:

  • no longer holding any Shares in the Company (unless you subsequently buy more Shares);

  • ▪ possible capital gains tax being payable; and

  • the price of the Company's Shares subsequently rising following the sale of your Shares (although there is no way of predicting whether this would actually occur).

11. What if the price of Shares changes between the Record Date and the Closing Time?

If the market price of Shares increases between the Record Date and the Closing Time, such that at the Closing Time the value of your Shares is equal to or greater than $500, your Shares will not be sold through the Facility.

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12. If I buy more Shares in the Company, will I retain my holding?

The Company will not sell your Shares if you increase your holding to a marketable parcel, being a holding of Shares with a market value of at least $500 based on the price of Shares as at the Closing Time. Please note that any additional Shares acquired must be registered by the Closing Time, under the same name and address and with the same holder number (SRN or HIN) as set out in the enclosed Retention Form.

13. What if I hold multiple Unmarketable Parcels of Shares?

If you hold multiple Unmarketable Parcels of Shares, you must complete and return a Retention Form for each separate Unmarketable Parcel that you wish to retain. Alternatively, you may aggregate your multiple holdings to avoid them being sold. To do this, please contact Computershare on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia).

If you wish to sell your Unmarketable Parcels, you should take no action.

14. What if my holding of Shares in the Company is a CHESS Holding?

If your Shares remain in a CHESS Holding, the Company may move those Shares to an Issued Sponsored Holding and the Shares will then be sold under the Facility.

15. Does the Company have the authority to establish the Facility?

The Company has the ability to establish the Facility and facilitate the sale of Unmarketable Parcels under rule 31 of the Constitution and rule 15.13 of the ASX Listing Rules.

16. Where can I obtain further information?

If you have any other questions about the operation of the Facility, please contact the Company on +61 8 9380 9555.

17. What if I am unsure of what to do?

If you are in doubt about what to do, you should consult a financial, legal or taxation adviser. This Information Sheet does not constitute advice, nor is it a recommendation to sell, buy or hold Shares.

18. Important notes

The Company reserves the right to change any of the dates referred to in this letter or the enclosed Information Sheet or Retention Form, or to vary, cancel or delay the Facility or the sale of your Shares at any time before your Shares are sold, by making an announcement to ASX.

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Cyclone Metals Limited ABN 71 095 047 920

Return your Form to the Company’s share registry:

By Mail:

Computershare Investor Services Pty Limited GPO Box 52 Melbourne Victoria 3001 Australia

For all enquiries:

CLE

MR SAM SAMPLE UNIT 123 SAMPLE STREET SAMPLETOWN NSW 2001

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Phone:

Company Secretary +61 8 9380 9555

If you wish to retain your shares, your form must be received by 5:00pm (AEST) on Friday, 1 July 2022

This is an important document that requires your immediate attention. It can only be used in relation to the shareholding represented by the details printed overleaf. If you are in doubt about how to deal with this form, please contact your financial or other professional adviser.

Step 1: Shareholding Details

Use this form if you wish to retain your shares in Cyclone Metals Limited. If you have recently bought or sold shares your shareholding may differ from that shown. If you have already sold all your shares in Cyclone Metals Limited, do not complete or return this form. If you have more than one shareholding on Cyclone Metals Limited’s register and you do not wish to sell your shares under the Unmarketable Parcel Sale Facility ( Facility ), you should consider consolidating them. For further advice on how to do this, contact Computershare Investor Services Pty Limited (CIS) on the number above.

Please check the details provided and update your address via www.investorcentre.com if any of the details are incorrect.

If you have a CHESS sponsored shareholding, please contact your Controlling Participant to notify a change of address.

Step 2: Signing Instructions

Individual: Where the shareholding is in one name, the shareholder must sign.

Joint Shareholding: Where the shareholding is in more than one name, all of the shareholders must sign.

Power of Attorney: Where signing as Power of Attorney (POA), you must attach an original certified copy of the POA to this form. Companies: Where the shareholding is in the name of a Company, this form must be signed in accordance with the Corporations Act, either as:

  • a Sole Director and Sole Company Secretary OR a Sole Director (if no Company Secretary exists), OR

  • two Directors, OR

  • a Director and Secretary.

Overseas Companies: Where the shareholding is in the name of an Overseas company (companies incorporated outside Australia) the form must be signed as above, or documentation must be provided showing that the company can sign in an alternate manner.

Deceased Estate: Where the shareholding is in the name of a deceased estate, all executors must sign; and a certified copy or original, of the required documentation must accompany this form. Details of the documentation required can be found by searching “deceased estates” on our website www.computershare.com or by calling Computershare Investor Services Pty Limited on 1300 850 505 or +61 3 9415 4000. If the shareholding is in more than one name the surviving shareholder may sign the form and return it together with a certified copy of the death certificate of the other joint shareholder.

Step 3: Contact Details

Entering contact details is not compulsory, but will assist us if we need to contact you.

Turn over to complete the form è

916CR_0_Sample_CA/000001/000001/i

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Shareholding Details

MR SAM SAMPLE UNIT 123 SAMPLE STREET SAMPLETOWN NSW 2001

 For your security keep your SRN/ HIN confidential.

Change of address. If incorrect, mark this box and make the correction in the space to the left. Shareholders sponsored by a broker (reference number commences with ’X’) should advise their broker of any changes.

Shares held as at Monday, 9 May 2022:

Signature of Shareholder(s)

This section must be completed.

By signing and returning this form, in accordance with the requirements set out in 'Step 2: Signing Instructions' overleaf, I/we confirm that I/we understand that my/our SHARES WILL NOT BE SOLD under the Facility.

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Individual or Shareholder 1 Shareholder 2 Shareholder 3
Sole Director and Sole Company Secretary/ Director Director/Company Secretary
Sole Director (cross out titles as applicable) (cross out titles as applicable)
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Contact Details

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Contact
Contact Daytime
Name Telephone Date / /
Email
Address
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Privacy Notice

The personal information you provide on this form is collected by Computershare Investor Services Pty Limited (CIS), as registrar for the securities issuers (the issuer), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. In addition, the issuer may authorise us on their behalf to send you marketing material or include such material in a corporate communication. You may elect not to receive marketing material by contacting CIS using the details provided above or emailing [email protected]. We may be required to collect your personal information under the Corporations Act 2001 (Cth) and ASX Settlement Operating Rules. We may disclose your personal information to our related bodies corporate and to other individuals or companies who assist us in supplying our services or who perform functions on our behalf, to the issuer for whom we maintain securities registers or to third parties upon direction by the issuer where related to the issuer’s administration of your securityholding, or as otherwise required or authorised by law. Some of these recipients may be located outside Australia, including in the following countries: Canada, India, New Zealand, the Philippines, the United Kingdom and the United States of America. For further details, including how to access and correct your personal information, and information on our privacy complaints handling procedure, please contact our Privacy Officer at [email protected] or see our Privacy Policy at http://www.computershare.com/au.

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