IRON BEAR RESOURCES LTD — Capital/Financing Update 2024

Jul 18, 2024

Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name

CYCLONE METALS LIMITED

Announcement Type

New announcement

Date of this announcement

19/7/2024

The Proposed issue is:

A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	Unlisted Options ($0.0016 each expiring 30 November 2028)	1,171,396,446
confirmed
New class-code to be	Unlisted Options ($0.0016 each expiring 30 November 2028)	1,200,000,000
confirmed
CLE	ORDINARY FULLY PAID	2,342,792,891

Proposed +issue date

29/7/2024

Refer to next page for full details of the announcement

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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Part 1 - Entity and announcement details

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

New announcement

1.5 Date of this announcement

19/7/2024

1.6 The Proposed issue is:

A placement or other type of issue

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Appendix 3B - Proposed issue of securities

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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 Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 2/9/2024 Estimated

Comments

Placement Options and Broker Options 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? Yes

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Appendix 3B - Proposed issue of securities

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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 Expiry date 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

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Appendix 3B - Proposed issue of securities

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----- Start of picture text ----- Number of securities that will be issued if the option is exercised1 fully paid ordinary share upon the exercise of 1 unlisted optionPlease provide a URL link for a document lodged with ASX setting out the material terms of the +securitiesproposed to be issued or provide the information by separate announcement.Is the proposed security a 'New Will the proposed issue of thisclass' (+securities in a class that is +security include an offer ofnot yet quoted or recorded by ASX) attaching +securities?or an 'Existing class' (additional Nosecurities in a class that is alreadyquoted or recorded by ASX)?New classDetails of +securities proposed to be issuedISIN Code (if Issuer is a foreign company and +securities do not have +CDIsissued over them)Have you received confirmation from Will the entity be seeking quotationASX that the terms of the proposed of the 'new' class of +securities on+securities are appropriate and ASX?equitable under listing rule 6.1? NoNoASX +security code +Security descriptionNew class-code to be confirmed Unlisted Options ($0.0016 each expiring 30 November 2028)+Security typeOptionsNumber of +securities proposed to be issued1,200,000,000Offer price detailsAre the +securities proposed to be issued being issued for a cash consideration?NoPlease describe the consideration being provided for the +securitiesOptions to be issued to broker (refer ASX announcement 19 July 2024)Please provide an estimate of the AUD equivalent of the consideration beingprovided for the +securities0.000700Will all the +securities issued in this class rank equally in all respects fromtheir issue date?Yes----- End of picture text -----

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Appendix 3B - Proposed issue of securities

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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?

1,301,675,735 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

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Appendix 3B - Proposed issue of securities

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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)

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)

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