Announcement PDF IMPACT MINERALS LIMITED ACN 119 062 261 NOTICE OF GENERAL MEETING TIME: 3.30pm (WST) DATE: 1 July 2021 PLACE: Bentleys (WA) Pty Ltd London House Level 3 216 St. Georges Terrace, Perth Western Australia 6000 Due to the ongoing COVID-19 Pandemic, the Company is taking precautions to facilitate an in-person Meeting in accordance with COVID-19 restrictions. If the situation in relation to COVID-19 changes in a way affecting the ability to facilitate and in-person Meeting as currently proposed, the Company will provide a further update ahead of the Meeting by way of an announcement on the ASX market announcements platform. This Notice of General 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. Should you wish to discuss the matters in this Notice of General Meeting, please do not hesitate to contact the Company Secretary on (08) 6454 6666. CONTENTS Notice of General Meeting (setting out the proposed Resolutions) ......................................................................................... 3 Explanatory Statement (explaining the proposed Resolutions) .................................................................................................. 6 Glossary.......................................................................................................................................................................................................... 11 Annexure A Terms and Conditions of Manager Options ............................................................................................................. 12 Proxy Form TIME AND PLACE OF MEETING AND HOW TO VOTE VENUE The General Meeting of the Shareholders of Impact Minerals Limited to which this Notice of Meeting relates will be held at 3.30pm (WST) on Thursday, 1 July 2021 at Bentleys (WA) Pty Ltd, London House Level 3, 216 St. Georges Terrace, Perth, Western Australia 6000. YOUR VOTE IS IMPORTANT The business of the General Meeting affects your shareholding and your vote is important. HOW TO VOTE Shareholders can vote by either: • attending the meeting and voting in person or by attorney or, in the case of corporate shareholders, by appointing a corporate representative to attend and vote; • appointing a proxy to attend and vote on their behalf using the proxy form accompanying this Notice of Meeting and by submitting their proxy appointment and voting instructions in person, by post, or by facsimile; or • lodging your proxy and voting online at www.investorvote.com.au by following the instructions set out on the attached Proxy Form. VOTING IN PERSON Shareholders, or their attorneys, who plan to attend the Meeting are asked to arrive at the venue 15 minutes prior to the time designated for the Meeting, if possible, so that their holding may be checked against the Company’s share register and attendance recorded. Attorneys should bring with them an original or certified copy of the power of attorney under which they have been authorised to attend and vote at the Meeting. VOTING BY A CORPORATION A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the Meeting. The appointment must comply with the requirements of Section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed. Shareholders can download and fill out the “Appointment of Corporate Representative” form from the website of the Company’s share registry at: https://wwwau.computershare.com/Investor/help/PrintableForms. VOTING BY PROXY A Shareholder entitled to attend and vote is entitled to appoint not more than two proxies. Each proxy will have the right to vote on a poll and also to speak at the Meeting. The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment does not specify the proportion or number of the Shareholder’s votes each proxy may exercise, the votes will be divided equally among the proxies (i.e. where there are two proxies, each proxy may exercise half of the votes). A proxy need not be a Shareholder. The proxy can be either an individual or a body corporate. If a proxy votes, they must cast all directed proxies as directed. If a proxy does not vote on a resolution which has been directed by the Shareholder, the proxy for that resolution will automatically default to the Chair, who will vote the proxy as directed. If a proxy is not directed how to vote on an item of business, the proxy may generally vote, or abstain from voting, as they think fit. Page 1 Should any resolution, other than those specified in this Notice of Meeting, be proposed at the Meeting, a proxy may vote on that resolution as they think fit. LODGEMENT OF PROXY FORMS If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the Shareholder’s behalf on the poll and the Shares that are the subject of the proxy appointment will not be counted in calculating the required majority. By mail: If a proxy has 2 or more appointments that specify different ways to vote on a resolution, then the proxy must not vote on a show of hands. Shareholders who return their proxy forms with a direction how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chairman of the meeting as their proxy to vote on their behalf. If a proxy form is returned but the nominated proxy does not attend the meeting, the Chairman of the meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chairman of the Meeting, the Company Secretary or any Director that do not contain a direction how to vote will be used where possible to support each of the resolutions proposed in this Notice of Meeting, provided they are entitled to cast votes as a proxy under the voting exclusion rules which apply to some of the proposed resolutions. To vote by proxy, please complete your Proxy Form and return to the Company’s share registry: Computershare Investor Services Pty Limited GPO Box 242, Melbourne VIC 3001, Australia Delivery: Computershare Investor Services Pty Limited Level 11, 172 St Georges Terrace, Perth WA 6000 By fax: 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia) Online: www.investorvote.com.au By mobile: Scan the QR Code on your Proxy Form and follow the prompts Custodian voting: For Intermediary Online subscribers only (custodians). please visit www.intermediaryonline.com to submit your voting intentions so that it is received not later than 3.30pm (WST) on Tuesday, 29 June 2021. Proxy Forms received after this time will be invalid. SHAREHOLDERS WHO ARE ENTITLED TO VOTE The Directors have determined pursuant to Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders at 5.00pm WST on 29 June 2021. Page 2 NOTICE OF GENERAL MEETING Notice is given that a General Meeting of Shareholders of Impact Minerals Limited will be held at Bentleys (WA) Pty Ltd, London House Level 3, 216 St. Georges Terrace, Perth, Western Australia 6000 at 3.30pm (WST) on Thursday, 1 July 2021. The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting. Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary. AGENDA 1. RESOLUTION 1: RATIFICATION OF PRIOR ISSUE OF 353,829 SHARES To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 353,829 Shares on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the issue or any associates of those persons. However, this does not apply to a vote cast in favour of the resolution by: 2. • a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or • the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. RESOLUTION 2: RATIFICATION OF PRIOR ISSUE OF 484,236 SHARES To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 484,236 Shares on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the issue or any associates of those persons. However, this does not apply to a vote cast in favour of the resolution by: • a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or • the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Page 3 3. RESOLUTION 3: RATIFICATION OF PRIOR ISSUE OF 1,996,215 SHARES To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 1,996,215 Shares on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the issue or any associates of those persons. However, this does not apply to a vote cast in favour of the resolution by: • a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or • the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. 4. RESOLUTION 4: RATIFICATION OF PRIOR ISSUE OF 242,424,242 SHARES To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 242,424,242 Shares on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the issue or any associates of those persons. However, this does not apply to a vote cast in favour of the resolution by: • a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or • the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Page 4 5. RESOLUTION 5: RATIFICATION OF PRIOR ISSUE OF 4,000,000 OPTIONS To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 4,000,000 Options on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the issue or any associates of those persons. However, this does not apply to a vote cast in favour of the resolution by: • a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or • the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. DATED: 25 MAY 2021 BY ORDER OF THE BOARD BERNARD CRAWFORD COMPANY SECRETARY Page 5 EXPLANATORY STATEMENT This Explanatory Statement is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of General Meeting of Impact Minerals Limited (Impact or the Company). Certain abbreviations and other defined terms are used throughout this Explanatory Statement. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations are set out in the Glossary to the Explanatory Statement. 1. RESOLUTIONS 1 AND 2: RATIFICATION OF PRIOR ISSUE OF SHARES 1.1 General On 17 November 2020, the Company announced to ASX that it had entered into a joint venture over the Doonia project (comprising one exploration licence application) located in the Eastern Goldfields of Western Australia. The Doonia project was brought to the Company’s attention by Milford Resources Pty Ltd (Milford). As a fee for introducing the opportunity to the Company, Milford was paid an initial $3,750 in cash and issued 353,829 Shares. Upon grant of the tenement the subject of the application, Milford was issued a further 484,236 Shares. The Company has formed an unincorporated joint venture over the Doonia project with Odette Resources Pty Ltd (Odette), a party related to Milford Resources Pty Ltd, in which Odette will have a free carried interest of 20% up to a decision to nine. At a decision to mine, Odette can either contribute to future costs on a pro-rata basis or convert its interest to a 1% Net Smelter Royalty. On 17 November 2020, the Company issued the 353,829 Shares without prior Shareholder approval from its 15% annual placement capacity under ASX Listing Rule 7.1. On 6 May 2021, the Company issued the further 484,236 Shares without prior Shareholder approval from its 15% annual placement capacity under ASX Listing Rule 7.1. Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the 353,829 Shares. Resolution 2 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the 484,236 Shares. Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period. The issue of the abovementioned Equity Securities does not fit within any of these exceptions and, as they have not yet been approved by Shareholders they effectively use up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue date. Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of Equity Securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further Equity Securities without shareholder approval under that Listing Rule. The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain shareholder approval for such issues under Listing Rule 7.1. To this end, Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the 353,829 Shares and Resolution 2 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the 484,236 Shares. If these Resolutions are passed, the Equity Securities issued will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue date. If these Resolutions are not passed, the Equity Securities issued will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue date. Page 6 1.2 Resolution 1 - Technical information required by ASX Listing Rule 7.5 Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the issue of the 353,829 Shares: a) the Shares were issued to Milford; b) 353,829 Shares were issued; c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; d) the Shares were issued on 17 November 2020; e) no funds were raised from the issue. The Shares were issued as part consideration for geological consulting services in relation to the identification of, application for, and grant of a tenement in the Eastern Goldfields in Western Australia; f) the material terms of the agreement under which the Shares were issued are set out in Section 1.1 above; and g) a voting exclusion statement is included in the Notice. 1.3 Resolution 2 - Technical information required by ASX Listing Rule 7.5 Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the issue of the 484,236 Shares: a) the Shares were issued to Milford; b) 484,236 Shares were issued; c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; d) the Shares were issued on 6 May 2021; e) no funds were raised from the issue. The Shares were issued as part consideration for geological consulting services in relation to the identification of, application for, and grant of a tenement in the Eastern Goldfields in Western Australia; f) the material terms of the agreement under which the Shares were issued are set out in Section 1.1 above; and g) a voting exclusion statement is included in the Notice. 1.4 Director’s Recommendation The Directors unanimously support Resolutions 1 and 2 and recommend that Shareholders vote in favour of these Resolutions. The Chair intends to exercise all available proxies in favour of these Resolutions, unless the Shareholder has expressly indicated a different voting intention. Page 7 2. RESOLUTION 3: RATIFICATION OF PRIOR ISSUE OF SHARES 2.1 General On 18 January 2021, the Company completed the issue of 1,996,215 Shares as part consideration for geological consulting services in relation to the identification of, application for, and grant of five tenements in the Yilgarn Craton in Western Australia. The Company announced on 29 May 2020 that it had entered into arrangements with Milford. Under those arrangements the Company paid $30,000 cash and issued 4,425,345 Shares to Milford at that time. The Company also agreed to make further payments of up to $20,000 cash and up to $40,000 in Shares (based on the 10 day VWAP of the Company’s Shares prior to the date of issue) upon the grant of further tenements, pro rata on the number of tenements granted. This Share issue comprised part of the second payment which became due upon grant of the tenements. The Company issued the 1,996,215 Shares without prior Shareholder approval from its 15% annual placement capacity under ASX Listing Rule 7.1. This Resolution seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the 1,996,215 Shares. Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period. The issue of the abovementioned Equity Securities does not fit within any of these exceptions and, as it has not yet been approved by Shareholders it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12-month period following the issue date. Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of Equity Securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further Equity Securities without shareholder approval under that Listing Rule. The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain shareholder approval for such issues under Listing Rule 7.1. To this end, this Resolution seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the 1,996,215 Shares. If this Resolution is passed, the Equity Securities issued will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the issue date. If this Resolution is not passed, the Equity Securities issued will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the issue date. 2.2 Technical information required by ASX Listing Rule 7.5 Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the issue of the 1,996,215 Shares: a) the Shares were issued to Milford. b) 1,996,215 Shares were issued; c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; d) The Shares were issued on 18 January 2021; e) no funds were raised from the issue. The Shares were issued as part consideration for geological consulting services in relation to the identification of, application for, and grant of five tenements in the Yilgarn Craton in Western Australia; f) the material terms of the agreement under which the Shares were issued are set out in Section 2.1 above; and g) a voting exclusion statement is included in the Notice. Page 8 2.3 Director’s Recommendation The Directors unanimously support this Resolution and recommend that Shareholders vote in favour of the Resolution. The Chair intends to exercise all available proxies in favour of this Resolution, unless the Shareholder has expressly indicated a different voting intention. 3. RESOLUTIONS 4 AND 5: RATIFICATION OF PRIOR ISSUE OF SHARES AND OPTIONS 3.1 General On 30 April 2021, the Company completed the issue of 242,424,242 Shares at $0.0165 cents per share to sophisticated and professional investors and pursuant to personal offers under section 708 of the Corporations Act (Placement). Peak Asset Management, acted as the lead manager for the Placement (Lead Manager) pursuant to a lead manager agreement with the Company. Under the agreement, the Lead Manager was paid a fee of 6% of the funds raised for the services as Lead Manager, and as part consideration for the services were also issued 4,000,000 unlisted $0.03 options expiring on 29 April 2023 (Manager Options). The full terms and conditions of the Manager Options are set out in Annexure A. The Company issued the 242,424,242 Shares and 4,000,000 Manager Options without prior Shareholder approval from its 15% annual placement capacity under ASX Listing Rule 7.1. Resolution 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the 242,424,242 Shares. Resolution 5 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the 4,000,000 Manager Options. Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period. The issue of the abovementioned Equity Securities does not fit within any of these exceptions and, as they have not yet been approved by Shareholders they effectively use up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12-month period following the issue date. Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of Equity Securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further Equity Securities without shareholder approval under that Listing Rule. The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain shareholder approval for such issues under Listing Rule 7.1. To this end, Resolution 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the 242,424,242 Shares and Resolution 5 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the 4,000,000 Manager Options. If these Resolutions are passed, the Equity Securities issued will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the issue date. If these Resolutions are not passed, the Equity Securities issued will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the issue date. Page 9 3.2 Resolution 4 - Technical information required by ASX Listing Rule 7.5 Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the issue of the 242,424,242 Shares: a) the Shares were issued to sophisticated and professional investors and pursuant to personal offers under section 708 of the Corporations Act, none of whom were related parties of the Company; b) 242,424,242 Shares were issued; c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; d) The Shares were issued on 30 April 2021; e) the