Iris Metals Announces Issuance of 1 Million Shares After Ledger Holdings Exercises Nil-Cost Options

Details of Ledger Holdings’ Exercise of Nil-Cost IR1AAN Options and Share Issuance

On 3 July 2026, Iris Metals Limited applied to the ASX for quotation of 1,000,000 new ordinary fully paid shares resulting from Ledger Holdings Pty Ltd exercising vested options classified under ASX code IR1AAN. These options, expiring 14 November 2026, were exercised on the same date, 3 July 2026, in a single transaction at a nil exercise price.

Because the exercise price was zero (AUD $0.00 per security), Iris Metals did not receive any cash proceeds. Nil-cost options are commonly part of employee and stakeholder incentive schemes, and unlike capital raisings, this conversion does not bring cash into the company. The new shares rank equally with existing IR1 ordinary shares, carrying identical voting rights, dividend entitlements, and shareholder privileges from the date of issue.

Impact of IR1AAN Option Series Conversion on the Options Register

Following this exercise, the IR1AAN option series now shows zero options remaining on issue, marking the exhaustion of this option class ahead of its 14 November 2026 expiry. The securities are intended to be quoted by the ASX but were not yet listed at the time of application, a standard procedural step.

The options were issued under an employee incentive scheme and are held by key management personnel (KMP) or associates, with Ledger Holdings Pty Ltd identified as the holder. This association highlights alignment between management interests and share ownership, a factor market participants often consider when evaluating insider confidence.

Total Quoted Shares for Iris Metals Rise to 286,911,261

After this issuance, Iris Metals’ total ordinary fully paid shares on issue increased to 286,911,261, as reflected in the issued capital table submitted with the application. This represents a roughly 0.35% increase in the total share count. While a modest dilution, it forms part of a broader trend of option conversions that may gradually expand the company's share base over time, affecting fully diluted share counts and potential dilution.

Substantial Unquoted Options Pool and Upcoming Expiries

The company’s update details a significant pool of unquoted securities. The most immediate series for potential near-term dilution is the IR1AAH class, comprising 25,097,088 options expiring 30 September 2026 with a $0.25 exercise price. Exercising these options would generate approximately $6.27 million in cash and add a substantial number of shares to the register, contingent on the share price at or before expiry.

Other notable unquoted options include 16,250,000 options expiring 14 November 2027 at $0.20 (IR1AAJ), 18,666,668 options expiring 10 February 2029 at $0.2475 (IR1AAO), and 10,000,000 options expiring 24 April 2027 at $0.40 (IR1AZ). Additionally, 11,500,000 performance rights (IR1AX) remain outstanding, though vesting conditions were not detailed. These instruments represent a considerable pool of potential shares that could enter the market based on performance and share price movements.

Implications of Nil Exercise Price Options for Shareholders

Nil-cost options, often granted as part of remuneration or incentives, allow recipients to acquire shares without paying a market price upon conversion. These represent non-cash compensation accounted for at grant rather than exercise. The company did not disclose the original grant value or accounting treatment of these options in this update.

For shareholders, exercising nil-cost options dilutes holdings without corresponding cash inflow to offset dilution, unlike capital raisings where shares are issued for cash. Investors should consider the presence of multiple nil-cost option series—including IR1AA (expiring 1 December 2027), IR1AB (expiring 1 June 2028), and others—when evaluating the fully diluted share count.

Ledger Holdings Pty Ltd’s Role as a KMP-Associated Entity

Ledger Holdings Pty Ltd, identified as the holder of the exercised 1,000,000 IR1AAN options, is associated with key management personnel. Under ASX Listing Rules, KMP includes individuals with authority over the entity’s activities. This disclosure places the transaction within related-party and remuneration reporting frameworks.

While exercising nil-cost options by a KMP-associated entity may indicate ongoing engagement, the zero exercise price means there is no financial barrier to conversion. Therefore, this action should not necessarily be interpreted as a bullish signal as on-market share purchases might be. Investors should view this event within the broader context of Iris Metals’ operational progress and strategy.

Capital Structure and Fully Diluted Share Count Overview

Starting from the post-issuance quoted share count of 286,911,261, adding all unquoted options and performance rights disclosed would substantially increase the fully diluted share count. The unquoted securities include 25,097,088 options at $0.25, 16,250,000 options at $0.20, 18,666,668 options at $0.2475, 10,000,000 options at $0.40, and 11,500,000 performance rights, alongside numerous smaller series totaling tens of millions of potential shares.

The total potential dilution from exercising all these instruments would significantly expand the share register. The company did not provide a formal fully diluted share count or guidance on expected exercises in this update. Investors seeking comprehensive dilution analysis should consult Iris Metals’ latest annual report, remuneration report, and relevant prospectus or offer documents for detailed terms and vesting conditions.

Upcoming Expiries and Capital Management Outlook

Several option series are approaching expiry within the next twelve months, including the IR1AAH series (25,097,088 options at $0.25 expiring 30 September 2026), the IR1AAB series (500,000 nil-cost options expiring 24 October 2026), and the now fully exercised IR1AAN series. The September 2026 expiry of the IR1AAH options is particularly significant due to its size, and exercise decisions will likely depend on the IR1 share price relative to the $0.25 exercise price.

The immediate market impact of the 3 July 2026 option exercise was not evident from public information. Iris Metals has not released operational updates, resource estimates, or strategic guidance alongside this announcement, so market reaction will likely focus on capital structure implications rather than project developments. Future option exercises ahead of expiry dates will further update the company’s issued capital position.

Context on the Appendix 2A Quotation Application

The filing is an Appendix 2A form, the standard ASX procedure for applying to quote new securities added to an existing quoted class. Here, the 1,000,000 new shares are added to the IR1 ordinary fully paid class. This differs from an Appendix 3B, which notifies the market of a new issue prior to issuance. The company noted this issuance was not previously reported via an Appendix 3B.

Once processed by ASX, the new shares will be tradeable alongside existing IR1 shares. The filing states the shares are intended to be quoted but were not yet listed at lodgement, reflecting normal administrative processing time. No regulatory issues or conditions for quotation were indicated.