IRON BEAR RESOURCES LTD — Capital/Financing Update 2024

Jul 3, 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

4/7/2024

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	Convertible Notes	350,000
confirmed

Proposed +issue date

3/7/2024

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

4/7/2024

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 30/11/2024 Estimated

Comments

Part 7B - Issue details

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 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 Convertible Notes

+Security type

+Convertible debt securities

Number of +securities proposed to be issued

350,000

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Appendix 3B - Proposed issue of securities

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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 1.00000 Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

+Convertible debt securities details

These securities are:	Type of security
Convertible	Convertible note or bond
+Security currency	Face value
AUD - Australian Dollar	AUD 1.0000
Interest rate type
Fixed rate
Frequency of coupon/interest	First interest payment date
payments per year
Annual
	31/12/2024
Interest rate per annum	Is the interest rate per annum
10.00000 %	estimated at this time?No
s128F of the Income Tax Assessment
Act status applicable to the +security
Not applicable
Is the +security perpetual (ie. no	Maturity date
maturity date)?No	31/12/2024
Select other features applicable to
the +security
None of the above
Is there a first trigger date on which a
right of conversion, redemption, call
or put can be exercised (whichever is
first)?
No
Details of the type of +security that will be issued if the securities are converted, transformed or
exchanged

CLE : ORDINARY FULLY PAID

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Appendix 3B - Proposed issue of securities

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Number of +securities that will be issued if the +securities are converted, transformed or exchanged (including, if applicable, any interest)

437,500,000 based on a conversion price of $0.0008 per share

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.

Refer to ASX announcement released 4 July 2024 for details

Part 7C - Timetable

7C.1 Proposed +issue date

3/7/2024

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? Yes

7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1 30/11/2024

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

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? No

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

To fund operational expenses as its its flagship Block 103 / Iron Bear Magnetite Iron Ore Project in Canada.

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

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Appendix 3B - Proposed issue of securities

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

The face value of the note is equivalent to the principle sum amount of $350,000

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