IRIS Metals : Cleansing Prospectus

For personal use only

IRIS METALS LIMITED

[ABN 61 646 787 135]

("the Company")

CLEANSING PROSPECTUS

An offer of up to 100 fully paid ordinary shares in the Company (New Shares) at an issue price of $0.40 (40 cents) per New Share (Offer). The Offer is only made to and able to be accepted by invitees determined by the Company who receive a personalised Application Form.

The Offer closes at 5:00pm (AEST time) on 2 June 2022 (which date may change without notice) (Closing Date).

This Prospectus has been prepared primarily for the purposes of section 708A(11) of the Corporations Act 2001 (Cth) to facilitate secondary trading of the Placement Shares.

THIS DOCUMENT IS IMPORTANT AND SHOULD BE READ IN ITS ENTIRETY

It is important that you read this Prospectus carefully before deciding to accept the Offer. If you do not understand the content of this Prospectus you should consult your stockbroker, accountant or other professional adviser.

The securities offered under this Prospectus are considered speculative

For personal use only

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CORPORATE DIRECTORY

Iris Metals Limited

[ABN 61 646 787 135]

Directors

Simon Lill - Chairperson

Tal Paneth - Executive Director

Peter Marks - Executive Director

Chris Connell - Non-Executive Director

Chief Financial Officer

Luke Manos

Company Secretary

David Franks

Registered Office

Level 6, 400 Collins Street

Melbourne VIC 3000

Telephone: [phone]

Facsimile: [phone]

ASX Code

IR1

Web Site

https://www.irismetals.com/

For personal use only

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IMPORTANT NOTICES

This prospectus (Prospectus) is dated 2 June 2022. A copy of this Prospectus was lodged with the Australian Securities & Investments Commission (ASIC) on the same date. Neither ASIC nor ASX Limited (ASX) nor their respective officers take any responsibility as to the contents of this Prospectus.

Subject to the Corporations Act, the ASX Listing Rules and other applicable laws, the Company reserves the right to close the Offer early, to extend the Closing Date or not to proceed with the Offer.

The Offer closes at 5:00pm (AEST) on 2 June 2022, which date may change without notice.

This Prospectus is for an offer of continuously quoted securities and accordingly is not required by the Corporations Act to contain all the information normally required to be set out in a document of this type.

This Prospectus incorporates by reference certain information contained in documents lodged with ASIC. A document incorporated by reference in this Prospectus in this manner may be obtained free of charge from the Company during the application period.

This Prospectus contains forward-looking statements which are identified by words such as 'may', 'could', 'believes', 'estimates', 'targets', 'expects', or 'intends' and other similar words that involve risks and uncertainties. These statements are based on an assessment of past and present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, its Directors and management. Although the Company believes that the expectations reflected in the forward looking statements included in this Prospectus are reasonable, none of the Company, its Directors or officers, or any person named in this Prospectus can give, or gives, any assurance that the results, performance or achievements expressed or implied by the forward- looking statements contained in this Prospectus will actually occur or that the assumptions on which those statements are based will prove to be correct or exhaustive beyond the date of its making. Investors are cautioned not to place undue reliance on these forward-looking statements.

Except to the extent required by law, the Company has no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus.

The forward-looking statements contained in this Prospectus are subject to various risk factors that could cause actual results to differ materially from the results expressed or anticipated in these statements. The key risk factors of investing in the Company are set out in Section 5 of this Prospectus.

No account has been taken of particular objectives, financial situation or needs of recipients of this Prospectus. Recipients of this Prospectus should have regard to their own objectives, financial situation and needs. Recipients of this Prospectus should make their own independent investigation and assessment of the Company, its business, assets and liabilities, prospects and profits and losses, and risks associated with investing. Independent advice should be sought before any decision is made to apply for securities under this Prospectus.

All monetary amounts in this Prospectus are in Australian dollars unless otherwise stated. All dates and times are dates and times in Melbourne, Victoria, Australia unless otherwise stated.

The securities offered under this Prospectus are considered speculative.

For personal use only

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	TIMETABLE
Lodgement of Prospectus	2 June 2022
The Offer opens	2 June 2022
Closing Date	2 June 2022 at 5:00pm

The Closing Date should be regarded as indicative only and may change without notice. All dates and times are Australian Eastern Standard Time. Subject to the Corporations Act 2001 (Cth), the ASX Listing Rules and other applicable laws, the Company reserves the right to change the above dates, close the Offer before the date stated above, extend the Closing Date and subsequent dates or not proceed with the Offer. The Company reserves the right to extend the Closing Date by making an announcement of the extension to ASX.

No securities will be issued on the basis of this Prospectus after 2 July 2023, being the expiry date of this Prospectus.

	CONTENTS
1.	Details of the Offer ......................................................................................................................	7
2.	Purpose of the Offer and the Placement.....................................................................................	8
3.	Financial effect of the Offer and the Placement .........................................................................	8
4.	Effect on the Capital Structure of the Company .........................................................................	9
5.	Risks ...........................................................................................................................................	10
6.	Acceptance Instructions ............................................................................................................	16
7.	Continuous Disclosure Obligations............................................................................................	16
8.	ASX Announcements .................................................................................................................	18
9.	Terms of securities offered........................................................................................................	19
10.	Director's interests ....................................................................................................................	20
11.	Taxation .....................................................................................................................................	21
12.	Overseas Investors.....................................................................................................................	21
13.	Privacy........................................................................................................................................	22
14.	Electronic Prospectus ................................................................................................................	22
15.	Investment Decisions.................................................................................................................	22
16.	Future Performance...................................................................................................................	22
17.	Enquiries ....................................................................................................................................	22

For personal use only

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KEY INVESTMENT RISKS - SUMMARY

Please read and consider this Prospectus in full and in conjunction with any matters which have or may be referred to in the Company's ASX announcements before deciding to apply for New Shares.

Section 5 of this Prospectus contains a summary of some of the key risks associated with investment in the Company, including but not limited to risks associated with the Offer as set out below:

• Value of securities and share market conditions.
• Taxation consequences for the acquisition of securities.
• Dilution risk for existing shareholders of the Company.

Section 5 also includes business and industry risks of the Company, a selection of which are set out below:

• The Company has had limited history on which to evaluate its business and prospects.
• Risks associated with the extension, renewal and maintenance of the title in tenements.
• Risks inherent in mining operations, including complying with environmental laws and regulations associated with safety and damage to the environment and access risks.
• Risks associated with a change in the strategy of the Company.
• Risks associated with completion of transaction the Company is currently progressing.
• Risks associated with obtaining additional future capital, including access to such capital and the consequences to the Company's operations if such capital cannot be obtained.

In addition, there are other business risks, industry risks and risks of a more general nature, such as economic and market conditions.

A more detailed overview of some of the key risks associated with the Company and its operations are set out in section 5 of this Prospectus.