IRON BEAR RESOURCES LTD — Capital/Financing Update 2024

Jul 22, 2024

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Update Summary

Entity name

CYCLONE METALS LIMITED

Announcement Type

Update to previous announcement

Date of this announcement

23/7/2024

Reason for update to a previous announcement

The Placement is being supported by Directors of the Company with their participation subject to receipt of shareholder approval (Refer to ASX announcement 23 July 2024)

Refer to next page for full details of the announcement

Appendix 3B - Proposed issue of securities

1 / 7

Appendix 3B - Proposed issue of securities

Part 1 - Entity and announcement details

==> picture [21 x 22] intentionally omitted <==

1.1 Name of +Entity

CYCLONE METALS LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ACN

Registration Number

095047920

1.3 ASX issuer code

CLE

1.4 The announcement is

Update/amendment to previous announcement

1.4a Reason for update to a previous announcement

The Placement is being supported by Directors of the Company with their participation subject to receipt of shareholder approval (Refer to ASX announcement 23 July 2024)

1.4b Date of previous announcement to this update

19/7/2024

1.5 Date of this announcement

23/7/2024

1.6 The Proposed issue is:

A placement or other type of issue

Appendix 3B - Proposed issue of securities

2 / 7

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes 7A.1a Conditions

Approval/Condition Date for determination +Security holder approval 2/9/2024

Is the date estimated or ** Approval actual? received/condition met? Estimated

Comments

Placement Shares (75,000,000 shares), Placement Options (1,171,396,446 options) and Broker Options (1,200,000,000) subject to shareholder approval

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? Yes

Details of +securities proposed to be issued

ASX +security code and description

CLE : ORDINARY FULLY PAID

Number of +securities proposed to be issued

2,342,792,891

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.00080

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?

Appendix 3B - Proposed issue of securities

3 / 7

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Yes

Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? No No

ASX +security code +Security description New class-code to be confirmed Unlisted Options ($0.0016 each expiring 30 November 2028)

+Security type

Options

Number of +securities proposed to be issued

1,171,396,446

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Free attaching options

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.000700

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details

+Security currency

AUD - Australian Dollar

Exercise price

AUD 0.0016

Expiry date 30/11/2028

Details of the type of +security that will be issued if the option is exercised CLE : ORDINARY FULLY PAID

Appendix 3B - Proposed issue of securities

4 / 7

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Number of securities that will be issued if the option is exercised

1 fully paid ordinary share upon the exercise of 1 unlisted option

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

Is the proposed security a 'New	Will the proposed issue of this
class' (+securities in a class that is	+security include an offer of
not yet quoted or recorded by ASX)	attaching +securities?
or an 'Existing class' (additional	No
securities in a class that is already
quoted or recorded by ASX)?
New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs	ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs
issued over them)
Have you received confirmation from	Will the entity be seeking quotation
ASX that the terms of the proposed	of the 'new' class of +securities on
+securities are appropriate and	ASX?
equitable under listing rule 6.1?	No
No
ASX +security code	+Security description
New class-code to be confirmed	Unlisted Options ($0.0016 each expiring 30 November 2028)
+Security type
Options
Number of +securities proposed to be	issued
1,200,000,000
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
No
Please describe the consideration being provided for the +securities Options to be issued to broker (refer ASX announcement 19 July 2024)
Please provide an estimate of the AUD	equivalent of the consideration being
provided for the +securities
0.000700
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes

Appendix 3B - Proposed issue of securities

5 / 7

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Options details

+Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.0016 30/11/2028

Details of the type of +security that will be issued if the option is exercised

CLE : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

1 ordinary share upon the exercise of 1 option

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

Part 7C - Timetable

7C.1 Proposed +issue date

29/7/2024

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

1,226,675,735 shares

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? Yes

7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A?

1,041,117,156 shares

7D.1c ( ii ) Please explain why the entity has chosen to do a placement rather than a +pro rata issue or an offer under a +security purchase plan in which existing ordinary +security holders would have been eligible to participate

The Board has considered all funding methods available and considers a placement to be the most expedient form of raising funds for the Company and also provides the most certainty.

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Appendix 3B - Proposed issue of securities

6 / 7

Appendix 3B - Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

RM Corporate Finance Pty Ltd

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

RM Corporate Finance will be paid 6% on the amount raised and, subject to shareholder approval, be issued with 1,200,000,000 options, on the same terms as the Placement Options.

7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

Placement (refer to ASX Announcement 19 July 2024) and placement update (refer to ASX Announcement 23 July 2024)

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

Appendix 3B - Proposed issue of securities

7 / 7