Announcement PDF Renounceable Entitlement Offer Prospectus Impact Minerals Limited ACN 119 062 261 ASX:IPT For a renounceable pro-rata offer to Eligible Shareholders of up to 874,123,919 New Shares on the basis of two New Shares for every seven Shares held on the Record Date (with one free attaching New Option for every two New Shares issued) at an issue price of $0.006 per New Share to raise up to approximately $5,244,744 (before costs). The Offer is underwritten to $1,000,000 by Mahe Capital Pty Ltd ACN 634 087 684. Defined terms Certain terms and abbreviations used in this Prospectus have defined meanings which are explained in the Glossary in Section 10. Important document This Prospectus provides important information about the Company. You should read the entire document. If you have any questions about the Securities being offered under this Prospectus, or any other matter relating to an investment in the Company, you should consult your professional adviser. The Securities offered by this Prospectus should be considered speculative. DOC ID 1283439513/V2 Important Notices General This Prospectus is dated 27 February 2025 and was lodged with ASIC on that date. ASIC, ASX and their respective officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. No Securities may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. An application will be made to ASX within 7 days after the date of this Prospectus for the quotation of the New Shares and New Options the subject of this Prospectus. No person is authorised to give information or to make any representation in connection with this Prospectus, which is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus. It is important that investors read this Prospectus in its entirety and seek professional advice where necessary. The Securities offered by this Prospectus should be considered as highly speculative. Applications for Securities offered pursuant to this Prospectus can only be made by an original Entitlement and Acceptance Form. Transaction specific Prospectus This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act and relevant ASIC instruments. Continuous disclosure obligations The Company is a “disclosing entity” (as defined in section 111AC of the Corporations Act) for the purposes of section 713 of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a DOC ID 1283439513/V2 material effect on the price or the value of its Securities. This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest. Not Investment Advice The information contained in this Prospectus is not financial product advice or investment advice and does not take into account your financial or investment objectives, financial situation or particular needs (including financial or taxation issues). You should seek professional advice from your accountant, financial adviser, stockbroker, lawyer or other professional adviser before deciding to subscribe for Securities under this Prospectus to determine whether it meets your objectives, financial situation and needs. Forward-looking statements 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 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, the Directors and the Company’s management. The Company cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements. 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, except where required by law. These forward-looking statements are subject to various risk factors that could cause the Company’s actual results to differ materially from the results expressed or anticipated in these statements. Key risk factors are set out in Section 5. Overseas shareholders This Offer does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus. It is not practicable for the Company to comply with the securities laws of overseas jurisdictions having regard to the number of overseas Shareholders, the number and value of Securities these Shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. Accordingly, the Offer is not being extended and Securities will not be issued to Shareholders with a registered address which is outside Australia, New Zealand or Germany. For further information on overseas Shareholders please refer to Section 2.15. Target Market Determination In accordance with the design and distribution obligations under the Corporations Act, the Company has determined the target market for the offer of New Options under this Prospectus. The Company and the Underwriter will only distribute this Prospectus to those investors who fall within the target market determination (TMD) as set out on the Company’s website (https://www.impactminerals.com.au/). By making an application under the Offer, you warrant that you have read and understood the TMD and that you fall within the target market set out in the TMD. DOC ID 1283439513/V2 Electronic Prospectus A copy of this Prospectus can be downloaded from the website of the Company at https://www.impactminerals.com.au/. If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be an Australia, New Zealand or Germany resident and must only access this Prospectus from within Australia, New Zealand or Germany. The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. You may obtain a hard copy of this Prospectus free of charge by contacting the Company by email at rightsissue@impactminerals.com.au. The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered. Company Website No documents or other information available on the Company’s website are incorporated into this Prospectus by reference. Financial forecasts The Directors have considered the matters set out in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the operations of the Company are inherently uncertain. Accordingly, any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection. Definitions and Time Unless the contrary intention appears or the context otherwise requires, words and phrases contained in this Prospectus have the same meaning and interpretation as given in the Corporations Act and capitalised terms have the meaning given in the Glossary in Section 10. All references to time in this Prospectus are references to AWST. Privacy statement If you complete an Application Form, you will be providing personal information to the Company. The Company collects, holds and will use that information to assess your application, service your needs as a Shareholder and to facilitate distribution payments and corporate communications to you as a Shareholder. The information may also be used from time to time and disclosed to persons inspecting the register, including bidders for your securities in the context of takeovers, regulatory bodies including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Share Registry. You can access, correct and update the personal information that we hold about you. If you wish to do so, please contact the Share Registry at 1300 288 664 (within Australia) or at +61 2 9698 5414 (outside Australia). Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth), the Corporations Act and certain rules such as the ASX Settlement Operating Rules. You should note that if you do not provide the information required on the application for Securities, the Company may not be able to accept or process your application. Enquiries If you are in any doubt as to how to deal with any of the matters raised in this Prospectus, you should consult with your stockbroker, solicitor, accountant or other professional adviser without delay. Should you have any questions about the Offer or how to accept the Offer, please email the Company. THIS PROSPECTUS IS IMPORTANT AND SHOULD BE READ IN ITS ENTIRETY. DOC ID 1283439513/V2 Corporate Directory Board of Directors Peter Unsworth Non-Executive Chairman Michael Jones Managing Director Paul Ingram Non-Executive Director Frank Bierlein Non-Executive Director Company Secretary Arron Canicais Registered and Principal Office Corporate Lawyers 9 Richardson Street West Perth, WA 6005 HWL Ebsworth Lawyers Level 20, 240 St Georges Terrace Perth, WA 6000 Phone: +61 (8) 6454 6666 Email: info@impactminerals.com.au Website: https://www.impactminerals.com.au Auditor* Lead Manager and Underwriter Hall Chadwick WA Audit Pty Ltd 283 Rokeby Road Subiaco, WA 6008 Mahe Capital Pty Ltd Level 8, 99 St Georges Terrace Perth, WA 6000 * These entities are included for information purposes only. They have not been involved in the preparation of this Prospectus. iv DOC ID 1283439513/V2 Indicative Timetable Event Offer announced Prospectus lodged with ASX Appendix 3B lodged with ASX Ex Date Rights trading commences on a deferred settlement basis Record Date Despatch Prospectus with Entitlement and Acceptance Forms Offer opens Rights trading ends Securities quoted on deferred settlement basis Date* Last date to extend Closing Date Closing Date (5pm AWST) Results of Offer announced Settlement and issue of Offer Securities Appendix 2A lodged with ASX Holding statements sent Trading in Offer Securities commences 18 March 2025 28 February 2025 4 March 2025 5 March 2025 7 March 2025 14 March 2025 17 March 2025 21 March 2025 27 March 2025 28 March 2025 31 March 2025 * All dates (other than the date of the Prospectus and the date of lodgement of the Prospectus with ASIC and ASX) are indicative only. The Directors may extend the Closing Date in respect of the Offer by giving at least 3 Business Days' notice to ASX prior to the Closing Date. As such, the date the Securities issued under the Offer are expected to commence trading on ASX, may vary. v DOC ID 1283439513/V2 Letter from the Chairman Dear Shareholders, On behalf of Impact Minerals Limited (Company), I am pleased to invite you to participate in a renounceable pro-rata offer available to Eligible Shareholders on the basis of two New Shares for every seven Shares held on the Record Date at an issue price of $0.006 per New Share, to raise up to approximately $5,244,744 (before costs) (Offer). The Offer represents a discount of 43.4% to the 90 day volume weighted average price of the Company's Shares of $0.0106, calculated over the 90 day period over which sales in Shares were recorded and ending on the date prior to the announcement of the Offer. For every two New Shares subscribed for, Shareholders will receive one free New Option exercisable at $0.015, each expiring 2.5 years after the date of their issue. The Offer is partially underwritten to $1,000,000 by the Lead Manager and Underwriter, Mahe Capital. Shareholders have the opportunity to apply for additional Shares, in excess of their Entitlement. The rights are expected to start trading from 4 March 2025. This equity raising marks a pivotal moment for the Company and its Shareholders. The Lake Hope Pre-Feasibility Study (PFS) is now in its final phase, following the successful completion of crucial test work that, whilst delayed, has ultimately delivered the results we needed. With these positive results in hand, we are now in a position to complete the PFS and take the next steps towards commercialisation. To achieve this, we are raising equity capital through a renounceable pro-rata offer, ensuring that all Shareholders, not just professional and sophisticated investors, have the opportunity to participate in this critical phase of the Company’s growth. This is the first time since acquiring the Lake Hope High Purity Alumina (HPA) Project that an equity raising has been extended to all Shareholders, and we believe it is the fairest way to support our loyal Shareholders as we move forward. The Board strongly believes that the Company is currently undervalued, particularly given the significant progress we have made at Lake Hope and the broader global demand for High Purity Alumina (HPA). Over the past eight months, our share price has declined along with much of the junior resources market, but our fundamentals remain strong. This renounceable pro-rata offer allows Shareholders to increase their exposure by subscribing for New Shares at a highly attractive discount, as we progress towards production. In addition to raising capital for our key Projects, the Board believes that this capital raising positions the Company for the next stage of its growth and ensures that all Shareholders benefit from the future success of the Company. The funds raised under the Offer will be applied towards: • exploration of the Arkun Project; • exploration of the Broken Hill Project; • development of the Lake Hope High Purity Alumina (HPA) Project; • general working capital; and • expenses associated with the Offer. Section 5 sets out details of risks investors should consider before deciding to invest. On behalf of your Directors, I invite you to consider this opportunity and thank you for your continued support. vi DOC ID 1283439513/V2 Yours sincerely Peter Unsworth Chair Impact Minerals Limited vii DOC ID 1283439513/V2 Contents 1. Investment Overview ....................................................................................................................... ix 2. Details of the Offer .......................................................................................................................... 19 3. Action required by Shareholders .................................................................................................. 26 4. Purpose and Effect of the Offer ..................................................................................................... 31 5. Risk Factors ..................................................................................................................................... 36 6. Rights attaching to Securities ....................................................................................................... 47 7. Additional Information .................................................................................................................... 52 8. Directors' Statement and Consent ................................................................................................ 61 9. Unaudited Pro Forma Statement of Financial Position ............................................................... 62 10. Glossary of Terms ........................................................................................................................... 64 viii DOC ID 1283439513/V2 1. Investment Overview This Section is intended to highlight key information for potential investors. It is an overview only and is not intended to replace the Prospectus. Potential investors should read the Prospectus in full before deciding to invest in Securities. Key Information Further Information The Offer What is the Offer? Section 2.2 The Offer is a pro rata renounceable entitlement offer of: (a) 2 New Shares for every 7 existing Shares held by Eligible Shareholders on the Record Date at an issue price of $0.006 per new Share to raise up to $5,244,744 (before costs); and (b) 1 free attaching New Option (expiring 2.5 years after their date of issue and exercisable at $0.015) for every 2 New Shares subscribed for under the Offer. Eligible Shareholders may apply for New Shares under the Entitlement Offer subject to such applications being received by the Closing Date as described in Section 3. Shortfall Offer The Shortfall Offer is a component of the Entitlement Offer allowing Eligible Shareholders to subscribe for New Shares (in excess of their Entitlements) not subscribed for by other Eligible Shareholders pursuant to the Entitlement Offer. Sections 2.3 and 3 Under the Shortfall Offer, Eligible Shareholders who have applied for their full Entitlement may therefore apply for additional New Shares (and attaching New Options) in excess of their pro rata Entitlement. Any Shares to be issued pursuant to the Shortfall Offer will be allocated at the discretion of the Directors in consultation with Mahe Capital, pursuant to the allocation policy outlined in Section 2.3. Accordingly, there is no guarantee that Eligible Shareholders who apply for Shortfall Shares in excess of their Entitlement will receive any Shortfall Shares. Offer Price Section 2.2 The Offer Price for New Shares subscribed for under the Entitlement Offer is $0.006 per New Share. The New Options have a nil issue price, are exercisable at $0.015 and expire 2.5 years after their date of issue. Is the Entitlement Offer underwritten? The Entitlement Offer is partly underwritten to $1,000,000 by Mahe Capital (Underwriter). The potential effect of the underwriting on control of the Company and the maximum Voting Power that the Underwriter may obtain in the Company, is set out in Section 4.4. Sections 2.1, 4.4 and 7.1 ix DOC ID 1283439513/V2 Key Information How much will be raised from the Entitlement Offer? Further Information Section 4.1 The Company is seeking to raise approximately $5,244,744 (before costs) pursuant to the Offer. What is my Entitlement? Each Eligible Shareholder is entitled to subscribe for 2 New Shares for every 7 existing Shares held at 5.00pm (AWST) on the Record Date, with 1 free attaching New Option for every 2 New Shares issued. Sections 2.2, 2.3 and 3 If you are an Eligible Shareholder, your Entitlement is set out on the personalised Entitlement and Acceptance Form accompanying this Prospectus. Can I trade my Entitlement? Yes, the Entitlement Offer is renounceable and can be traded on ASX or otherwise. What is the purpose of the Offer and how will the funds raised be used? The Offer is being undertaken to raise funds for use: (a) for the exploration of the Arkun Project; (b) for the exploration of the Broken Hill Project; (c) for the development of the Lake Hope High Purity Alumina (HPA) Project; (d) for general working capital; and (e) for expenses associated with the Offer. Sections 2.2, 3.1 and 3.5 Sections 4.1 and 9 How to Participate in the Entitlement Offer Eligible Shareholders The Offer is made to Eligible Shareholders only. Eligible Shareholders are those Shareholders who: (a) are the registered holder of Shares on the Record Date; and (b) have a registered address in Australia, New Zealand or Germany. Sections 2.13, 2.14, 2.15, 3.1 and 3.8 If you are an Eligible Shareholder and you wish to take up all or part of your Entitlement, you must pay the full Application Monies via BPAY® or EFT by no later than 5.00pm (AWST) on the Closing Date. You can also apply for Shortfall Shares in addition to your Entitlement. Ineligible foreign Shareholders Shareholders with a registered address outside Australia, New Zealand or Germany on the Record Date are unable to participate in the Offer. Sections 2.13, 2.14 and 2.15 x DOC ID 1283439513/V2 Further Information Key Information Further details of the Entitlement Offer What will be the effect of the Entitlement Offer on the control of the Company? Sections 4.2, 4.3 and 4.4 The Company currently has 3,059,433,718 Shares on issue. The maximum number of New Shares that may be issued under the Offer of 874,123,919 represents 28.6% of Shares on issue on an undiluted basis and 25.4% on a fully diluted basis. Examples of how the dilution may impact Shareholders are set out in in Section 4.3. The maximum Voting Power that the Underwriter may obtain in the Company is set out in Section 4.4. Indicative capital structure and The indicative capital structure upon completion of the Offer (assuming the Offer is fully subscribed) is set out below: Securities Number Current capital stricture Existing Shares1 3,059,433,718 Existing Options2 251,000,000 Performance Rights3 137,000,000 Securities under the Offer Maximum New Shares to be issued pursuant to the Offer4 874,123,919 Maximum New Options to be issued pursuant to the Offer5 437,061,960 Maximum Underwriter Options to be issued pursuant to the Offer6 52,447,435 Sections 4.2, 6.1, 6.2 and 9 Maximum Securities on issue after the Offer Shares1 3,933,557,637 Options7 740,509,395 Performance Rights3 137,000,000 Notes: 1. The rights attaching to Shares are set out in Section 6.1. 2. These include 30,000,000 Options with an exercise price of $0.0112 and expiring on 1 December 2025, 83,000,000 Options with an exercise price of $0.0217 and expiring on 31 October 2025, 4,000,000 Options with an exercise price of $0.0240 and expiring on 31 October 2025, 3,000,000 Options with an exercise price of $0.0240 and expiring on 22 April 2025, 66,000,000 Options with an exercise price of $0.0125 and expiring on 30 November 2025, and 65,000,000 Options with an exercise price of $0.027 and expiring on 1 October 2025. 3. Comprised of 45,666,664 Performance Rights expiring on 18 December 2026 and 91,333,336 Performance Rights expiring on 18 December 2027. 4. The terms of issue of New Shares (ranking equally with all Existing Shares) are set out in Section 6.1 5. Subject to rounding. The terms of issue of New Options are set out in Section 6.2. 6. Subject to rounding. The terms of issue of the Underwriter Options are set out in Section 6.3. Refer to Section 7.1 in relation to amounts due to the Underwriter in relation to the Offer. 7. Comprised of Existing Options, New Options and Underwriter Options in the numbers and proportions set out in the table above. Further details in respect of the Company's capital structure are set out in Section xi DOC ID 1283439513/V2 Further Information Key Information 4.2. The indicative pro-forma balance sheet showing the effect of the Offer is in Section 9. Directors' participation in the Offer Section 7.9(b) The Directors have indicated an intention to participate in the Offer. Directors' interests in Securities The relevant interests of each of the Directors in the Company's Securities as at the date of this Prospectus and their Entitlement under the Offer, is set out in the table below: Director Shares Voting power (%) Options Performance Rights Entitlement Peter Unsworth 19,994,440 0.65% 25,000,000 30,000,000 5,712,697 Michael Jones 9,643,814 0.32% 50,000,000 60,000,000 2,755,375 Paul Ingram 847,098 0.03% 16,000,000 12,000,000 242,028 Frank Bierlein 0 0% 16,000,000 8,000,000 0 1 Notes: 1. The Directors have indicated an intention to participate in the Offer. In relation to director remuneration, refer to Section 7.9(c). Under the Listing Rules, Directors may accept their pro rata Entitlements under the Offer without Shareholder approval. Forward looking statements 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 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 considered reasonable. 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, the Directors and the management. The Directors cannot and do not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements. The Directors have 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, except where required by law. These forward looking statements are subject to various risk factors that could cause the Company's actual results to differ materially from the results expressed xii DOC ID 1283439513/V2 Key Information Further Information or anticipated in these statements. These risk factors are set out in Section 5. Transaction specific prospectus Section 7.3 This Prospectus is a transaction specific prospectus for offers of continuously quoted securities (or securities convertible into continuously quoted securities) (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act and relevant ASIC relief instruments. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus, regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult. What are the key risks of taking up my Entitlement? Company risk factors Potential investors should be aware that subscribing for Securities in the Company involves a number of risks. The key risk factors of which investors should be aware are set out in Section 5, including (but not limited to) risks in respect of the Company: Future capital requirements The Company has no operating revenue and is unlikely to generate any operating revenue unless and until the Company's projects are successfully explored, evaluated, developed and production commences. The future capital requirements of the Company will depend on many factors including its business development activities. Section 5.1(a) In order to successfully evaluate and develop the Projects and for production to commence, the Company will require further financing in the future. Any additional equity financing may be dilutive to Shareholders, may be undertaken at lower prices than the then market price or may involve restrictive covenants which limit the Company's operations and business strategy. Debt financing, if available, may involve restrictions on financing and operating activities. Although the Directors believe that additional capital can be obtained, no assurances can be made that appropriate capital or funding, if and when needed, will be available on terms favourable to the Company or at all. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its activities and this could have a material adverse effect on the Company's activities including resulting in the tenements being subject to forfeiture, and could affect the Company's ability to continue as a going concern. The Company may undertake additional Securities in the future. The increase in the number of Shares issued and outstanding and the possibility of sales of such Shares may have a depressive effect on the price of Shares. In addition, as a result of such additional Shares, the voting power of the Company's existing Sharehold