IRIS Metals : 2022 Annual General Meeting Notice of Meeting and Proxy

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ASX Release: 29 July 2022

2022 Annual General Meeting Notice of Meeting and Proxy

IRIS Metals Limited ("IRIS" or the "Company") (ASX:IR1) attaches the following documents in relation to its Annual General Meeting ("AGM"), being held at 12.00PM (Noon) AEST on Tuesday 30 August 2022:

• AGM Notice of Meeting; and
• Proxy Form.

This release is approved by the Board of IRIS Metals Limited.

About IRIS Metals Limited:

IRIS Metals (ASX:IR1) is an Australian-based explorer with an extensive suite of assets prospective for gold, nickel and lithium in Western Australia and South Dakota, USA. Its wholly-owned WA tenement portfolio includes a compelling landholding in central Kookynie - a gold camp renowned for its historical high grade gold production and bonanza gold grades, and strategic tenure in the highly prospective Tier-1 mining jurisdiction of Leonora. The hard rock lithium South Dakota Project provides the Company and its shareholders with exposure to the battery metals space in a mining friendly jurisdiction with a history of past production. IRIS is pursuing a strategy of rapid prospect evaluation in recognised mineral fields, with a view to making economic discoveries, thereby enhancing shareholder value.

Forward looking Statements:

This announcement may contain certain forward-looking statements that have been based on current expectations about future acts, events and circumstances. These forward-looking statements are, however, subject to risks, uncertainties and assumptions that could cause those acts, events and circumstances to differ materially from the expectations described in such forward-looking statements. These factors include, among other things, commercial and other risks associated with exploration, estimation of resources, the meeting of objectives and other investment considerations, as well as other matters not yet known to IRIS Metals or not currently considered material by the company. IRIS Metals accepts no responsibility to update any person regarding any error or omission or change in the information in this presentation or any other information made available to a person or any obligation to furnish the person with further information.

Directors	IRIS Metals Limited	Contact Details
Simon Lill, Non-Executive Chairman	ASX: IR1	[e-mail]
Tal Paneth, Executive Director		www.irismetals.com
Peter Marks, Executive Director	Registered Office	ABN
Chris Connell, Non-Executive Director	Level 6, 400 Collins Street	61 646 787 135
David Franks, Company Secretary	MELBOURNE VIC 3000

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IRIS Metals Limited	https://www.irismetals.com/
c/- Quinert Rodda & Assoc
Level 6, 400 Collins St
Melbourne VIC 3000
ACN: 646 787 135

IRIS Metals Limited

Notice of 2022 Annual General Meeting

Explanatory Statement | Proxy Form

Tuesday, 30th August 2022

12:00PM (NOON) AEST

as a hybrid meeting held at:

Suite 205, 9-11 Claremont Street, South Yarra VIC 3141; and

Register online atinvestor.automic.com.au

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

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Contents

Venue and Voting Information	2
Notice to Facilitate Electronic Communications with Shareholders	5
Notice of Annual General Meeting - Agenda and Resolutions	6
Notice of Annual General Meeting - Explanatory Statement	19
Glossary	50
Annexure A - Material Terms of Unlisted Options (Resolution 6)	52
Annexure B - Material Terms of Unlisted Performance Rights (Resolution 9)	56
Annexure C - Material Terms of Unlisted Options (Resolutions 10, 11 and 12)	60
Annexure D - Material Terms of Unlisted Zero Price Options (Resolution 12)	63
Annexure E - Material Terms of Unlisted Options (Resolution 14)	66
Annexure F - Material Terms of Unlisted Zero Price Options (Resolution 15)	70
Proxy Form	Separate

Important Information for Shareholders about the Company's 2022 AGM

The Company intends to conduct the Meeting in accordance with the Company's Constitution, and will be held by way of a hybrid meeting at 12.00PM (Noon) AEST on Tuesday 30 August 2022 at Suite 205, 9-11 Claremont Street, South Yarra VIC 3141 and register online at:

investor.automic.com.au.

Shareholders are strongly encouraged to vote by lodging a directed proxy appointing the Chair as early as possible and in any event prior to the cut-off for proxy voting as set out in the Notice (being 12:00PM (Noon) AEST, Sunday, 28th August 2022). Instructions for lodging proxies are included on your personalised proxy form.

Arrangements for attendance by virtual meeting, with the ability to ask questions, is outlined in the Section below, Venue and Voting Information.

In addition, the Company is happy to accept and answer questions submitted at least five business days prior to the Meeting by email to [e-mail]. The Company reserves the right to not respond to any unreasonable and/or offensive questions at its discretion.

Venue and Voting Information

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 12:00PM (Noon) AEST on Tuesday, 30th August 2022 as a hybrid meeting.

Shareholders can attend the Meeting physically at Suite 205, 9-11 Claremont Street, South Yarra VIC 3141 or register online at the following link: investor.automic.com.au

Attendance in person

Please note that to ensure appropriate social distancing physical attendance at the AGM will be limited to 25 persons including the Board of Directors. The Company therefore strongly

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encourages shareholders to attend the meeting virtually to avoid the disappointment of not being able to attend in person.

Virtual attendance

The company is pleased to provide shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting platform powered by Automic.

Shareholders that have an existing account with Automic will be able to watch, listen, and vote online.

Shareholders who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance of the Meeting to avoid any delays on the day of the Meeting. An account can be created via the following link investor.automic.com.auand then clicking on "register" and following the prompts. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic.

Shareholders will be able to vote in person and for those shareholders attending virtually, will be

able to vote (see the "Voting virtually at the Meeting" section of this Notice of Meeting below) and

ask questions at the Meeting.

Shareholders are also encouraged to submit questions in advance of the Meeting to the Company.

Questions may be submitted in writing to the Company Secretary at least five business days prior

the AGM [e-mail].

The Company will also provide Shareholders with the opportunity to ask questions during the Meeting in respect to the formal items of business as well as general questions in respect to the Company and its business.

Your vote is important

The business of the Annual General Meeting affects your shareholding, and your vote is important.

Voting virtually at the Meeting

Shareholders who wish to vote virtually on the day of the AGM will need to login to the Automic website (https://investor.automic.com.au/#/home) with their username and password.

Shareholders who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance of the Meeting to avoid any delays on the day of the Meeting.

How do I create an account with Automic?

To create an account with Automic, please go to the Automic website

(https://investor.automic.com.au/#/home), click on 'register' and follow the steps. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic.

I have an account with Automic, what are the next steps?

Shareholders who have an existing account with Automic (Note: with a username and password) are advised to take the following steps to attend and vote virtually on the day of the AGM:

1. Login to the Automic website (https://investor.automic.com.au/#/home)using your username and password.

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1. (Registration on the day) If registration for the virtual meeting is open, click on 'Meeting open for registration' and follow the steps.
2. (Live voting on the day) If live voting for the virtual meeting is open, click on 'Meeting open for voting' and follow the steps.

For further information on the live voting process please see the Registration and Voting Guide at https://www.automicgroup.com.au/virtual-AGMs/

Voting by proxy

To vote by proxy, please use one of the following methods:

Online Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsahby following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on 'View Meetings' - 'Vote'. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form.

For further information on the online proxy lodgement process please see the Online Proxy Lodgement Guide at https://www.automicgroup.com.au/virtual- AGMs/

By postAutomic, GPO Box 5193, Sydney NSW 2001

By handAutomic, Level 5, 126 Phillip Street, Sydney NSW 2000

Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting.

Proxy Forms received later than this time will be invalid.

Technical difficulties

Technical difficulties may arise during the course of the Annual General Meeting. The Chair has discretion as to whether and how the Meeting should proceed in the event that a technical difficulty arises. In exercising his discretion, the Chair will have regard to the number of Shareholders impacted and the extent to which participation in the business of the Meeting is affected. Where he considers it appropriate, the Chair may continue to hold the Meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, Shareholders are encouraged to lodge a proxy not later than 48 hours before the commencement of the Meeting.

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