23 Nov

2021 General Meeting Letter to Shareholders and Proxy

Directors Simon Lill, Non - Executive Chairman Tal Paneth, Executive Director Peter Marks, Executive Director Chris Connell, Non - Executive Director David Franks, Company Secretary IRIS Metals Limited ASX:IR1 Registered Office Level 6, 400 Collins Street MELBOURNE VIC 3000 Contact Details admin@irismetals.com www.irismetals.com ABN 61 646 787 135 ASX Release: 23 rd November 2021 2021 General Meeting Letter to Shareholders and Proxy IRIS Metals Limited (“ IRIS ” or the “ Company ”) ( ASX:IR1 ) attaches the following documents in relation to its General Meeting (“GM”) , being held at 12.00PM AEDT (noon) on Thursday 23 December 2021 : • GM Letter to Shareholders; and • Proxy Form. This release is approved by the B oard of IRIS Metals Limited. About IRIS Metals Limited: IRIS Metals (ASX:IR1) is a West Australian - focused exploration company. Its wholly - owned 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. IRIS is pursuing a strategy of rapid prospect evaluation in recognised gold belts 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 ob jectives 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 Simon Lill, Non - Executive Chairman Tal Paneth, Executive Director Peter Marks, Executive Director Chris Connell, Non - Executive Director David Franks, Company Secretary IRIS Metals Limited ASX: IR1 Registered Office Level 6, 400 Collins Street MELBOURNE VIC 3000 Contact Details admin@irismetals.com www.irismetals.com ABN 61 646 787 135 21 November 2021 General Meeting (Virtual Meeting) IRIS Metals Limited (ASX: IR1 ) ( IRIS Metals or Company ) advises that a General Meeting (“ GM ”) will be held at 12.00 pm (AEDT) on Thursday 23 December 2021 as a virtual meeting . Given the significant health concerns attributed to the COVID - 19 pandemic, in addition to guidelines and restrictions issued by Australian state and federal governments, the Company considers that it is appropriate to hold the GM as a virtual meeting , in a manner that is consistent with the Treasury Laws Amendment (2021 Measures No. 1) Bill 2021. The online platform will allow you to listen to the proceedings, view the presentations and ask questions of the Board and vote in real - time. Please note that ea ch resolution considered at the Meeting will be determined on a poll. Notice of GM The full Notice of GM (“Notice of Meeting”) is available: 1. at https://www.irismetals.com/financial - reports - 1 2. at https://www2.asx.com.au/markets/company/ IR1 3. by contacting the Company Secretary on david.franks@automicgroup.com.au or +612 8072 1400. Business and Resolutions at the GM The re is a sole resolution of the GM , as outlined in the Notice of Meeting, being Resolution 1 – Adoption of Equity Incentive Plan . Virtual Venue and Voting Information If you wish to virtually attend the GM (which will be broadcast as a live webinar), please pre - register in adva nce for the virtual meeting here: https://us02web.zoom.us/webinar/register/WN_e - EAy5JsSPGWt - j0yMAATQ After registering, you will receive a confirmation containing information on how to attend the virtual meeting on the day of the GM . Shareholders will be able to vote (see the “Voting virtually at the Meeting” section of this Notice of Meeting below) and ask questions at the virtual meeting. Shareholders are also encouraged to submit questions in advance of the Meeting to the Company Secretary, at least 48 hours before the meeting, on david.franks@au tomicgroup.com.au The Company will also provide Shareholders with the opportunity to ask questions during the Meeting in respect to the formal items of business. Directors Simon Lill, Non - Executive Chairman Tal Paneth, Executive Director Peter Marks, Executive Director Chris Connell, Non - Executive Director David Franks, Company Secretary IRIS Metals Limited ASX: IR1 Registered Office Level 6, 400 Collins Street MELBOURNE VIC 3000 Contact Details admin@irismetals.com www.irismetals.com ABN 61 646 787 135 Your vote is important The business of the GM affects your shareholding and your vote is impo rtant. Voting virtually at the Meeting Shareholders who wish to vote virtually on the day of the GM will need to login to the online meeting platform powered by Automic. Shareholders who do not have an account with Automic are strongly encouraged to regis ter 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 https://investor.automic.c om.au/#/home and 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. To access the virtual mee ting on the day: 1. Open your internet browser and go to https://investor.automic.com.au/#/home 2. Login with your username and password or click “ Register ” if you haven’t already created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting 3. After logging in, a banner will display at the bottom of your scree n to indicate that the meeting is open for registration, click on “ Register ” when this appears. Alternatively, click on “ Meetings ” on the left - hand menu bar to access registration. 4. Click on “ Register ” and follow the steps 5. Once the Chair of the Meeting has declared the poll open for voting click on " Refresh " to be taken to the voting screen 6. Select your voting direction and click " Confirm " to submit your vote. Note that you cannot amend your vote after it has been submitted For further information on the live voting process please see the Registration and Voting Guide at Voting by proxy A personalised proxy form has been provided to each shareholder. To vote by proxy, please use one of the following methods: Online Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsah by 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 p rocess please see the Online Proxy Lodgement Guide at https://www.automicgroup.com.au/virtual - AGMs/ Directors Simon Lill, Non - Executive Chairman Tal Paneth, Executive Director Peter Marks, Executive Director Chris Connell, Non - Executive Director David Franks, Company Secretary IRIS Metals Limited ASX: IR1 Registered Office Level 6, 400 Collins Street MELBOURNE VIC 3000 Contact Details admin@irismetals.com www.irismetals.com ABN 61 646 787 135 By post Automic, GPO Box 5193, Sydney NSW 2001 By hand Automic, 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. BY ORDER OF THE BOARD David Franks Company Secretary IRIS Metals Limited 21 November 2021 ---------------------------------- This release is approved by the Board of IRIS Metals Limited. About IRIS Metals Limited: IRIS Metals (ASX:IR1) is a West Australian - focused exploration company. Its wholly - owned 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. IRIS is pursuing a strategy of rapid prospect evaluation in recognised gold belts 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 ob jectives 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. Your proxy voting instruction must be received by 1 2 .00 p m ( AEDT ) on Tuesday , 21 December 2021 , being not later than 48 hours before the commencement of the Meeting . Any Proxy Voting instructions received after that time will not be valid f o r the scheduled Meeting. SUBMIT YOUR PROXY Complete the form overleaf in accordance with the instructions set out below. Lodging your Proxy Voting Form: Proxy Voting Form If you are attending the virtual M eeting please retain this Proxy Voting Form for online Securityhold er registration. [HolderNumber ] Holder Number: [HolderNumber] [EntityRegistrationDetailsLine1Envelope] [EntityRegistra tionDetailsLine2Envelope] [EntityRegistrationDetailsLine3Envelope] [EntityRegistrationDetailsLine4Enve lope] [EntityRegistrationDetailsLine5Envelope] [EntityRegistrationDetailsLine6Envelope] IRIS Metals Limited | ABN 61 646 787 135 + + [ReplaceNoImages] YOUR NAME AND ADDRESS The name and address shown above is as it appears on the Company’s share register. If this information is inc orrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Sharehold ers sponsored by a broker sh ould advise their broker of any changes . STEP 1 – APPOINT A PROXY If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Compan y. Otherwise, if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO TH E CHAIR OF THE MEETING Any directed proxies that are not voted on a poll at the Meeting will default t o the Chair of the Meeting, w ho is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be vot ed according to the instructions set out in this Proxy Voting Form, including where the Resolutions ar e connected directly or indir ectly with the remuneration of KMP. STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a d irection unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your pr oxy may vote as he or she cho oses. If you mark more than one box on an item your vote on that item wi ll be invalid. APPOINTMENT OF SECOND PROXY You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting F orms and specify the percenta ge or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. Y ou must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, conta ct Automic Registry Services. SIGNING INSTRUCTIONS Individual : Where the holding is in one name, the Shareholder must sign. Joint holding : Where the holdi ng is in more than one name, all Shareholders should sign. Power of attorney : If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of a ttorney to this Proxy Voting Form when you return it. Companies : To be signed in accordance with your Constitution. Please sign in the appropriate box whi ch indicates the office held by you. Email Address : Please provide your email address in the space p rovided. By providing your email address, you elect to receive a ll communications despatched by the Company electronically (where legally permissible) suc h as a Notice of Meeting, Proxy Voting Form and Annual Report via email. CORPORATE REPRESENTATIVES If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admissi on. A form may be obtained from the Company’s share registry online at https://automic.com.au. Onlin e: Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/l oginsah or scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form. BY MAIL: Automic GPO Box 5193 Sydney NSW 2001 IN PERSON: Automic Level 5, 126 Phillip Street Sydney NS W 2000 BY EMAIL: meetings@automicgroup.com .au BY FACSIMILE: +61 2 8583 3040 All enquiries to Automi c: PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas) VIRTUAL GM VIRTUAL PARTICIPATION AT THE GM: The co mpany i s pleased to provide shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting platform powered by Automic, where shareholders will be able to watch, listen, and vote online. To access the virtual mee ting: 1 . Open your internet browser and go to inve stor.automic.com.au 2. Login with your username and password or click “ register ” if you haven’t already created an account. Shareholders are encouraged to create an account prior to the start of the meetin g to en s ure there is no delay in attending the virtual meeting Further information on how to do this is set out in the Notice of Meeting. The Explanatory Memorandum that accompany and form part of the Notice of Meeting describe the various matters to be consid ered. STEP 1: A ppoint Y our Proxy COMPLETE AND RETURN THIS FORM AS INSTRUCTED ONLY IF YOU DO NOT VOTE ONLINE I/We being a Shareholder entitled to attend and vo te at the General Meeting of I RIS Me tals Limited , to be held at 1 2 .00 p m (AE D T) o n Thursday 23 December 2021 virtually hereby: Appoint the Chairman of the Meeting (Chair) OR if you are not appointing the Chairman of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appoi nting as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have b een give n, and subject to the relevant laws as the proxy sees f it and at any adjournment thereof. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “ for”, “against ” or “abstain” box you will be au thorising the Chair to vote in accordance with the Chair’s voting intention. AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my /our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 1 (except where I/we have indicate d a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of th e Key Management Personnel, which includes the Chair . STEP 2: Your Voting Direction Resolutions For Against A bstain 1. RESOLUTION 1: ADOPTION OF EQUITY INCENTIVE PLAN Please note: If you mark the abstain box for a particular Res olution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll a nd your votes will not be counted in computing the required majority on a poll. STEP 3: Sign Here + Contact Detail s SIGNATURE OF S ECURITY HOLDERS – THIS MUST BE COMPLETED Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Direct or / Company Secretary Contact Name : Email Address : Contact Daytime Telephone Date (DD/M M/YY) By pro viding your email address, you elect to receive all of your co mmunications despatched by the Company electronically (where legally permissible). / / [HolderNumber] I R1 + [HolderNumber]
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