Announcement PDF ASX ANNOUNCEMENT Date: 15 May 2017 Number: 512/150517 LODGEMENT OF PROSPECTUS Impact Minerals Limited (Company) (ASX: IPT) is pleased to advise that the attached Prospectus has today been lodged with the Australian Securities and Investments Commission. The Prospectus is for the offer of the Share Purchase Plan and for the offer of the shortfall to the Share Purchase Plan, to raise up to $4,001,400. Pursuant to the Share Purchase Plan, existing Shareholders resident in Australia or New Zealand who were on the Company’s register of Shareholders at Wednesday, 10 May 2017 (Eligible Shareholders) are entitled to subscribe for up to $15,000 of fully paid ordinary shares in the Company at $0.018 each (New Shares), with three free attaching options exercisable at $0.04 each on or before 15 June 2020 (Free Attaching Options) for every two New Shares subscribed for. Any New Shares and Free Attaching Options (Offer Securities) not subscribed for under the Share Purchase Plan will form the Shortfall and will be offered under the Shortfall Offer, which forms a separate offer under the Prospectus. An individual, including an Eligible Shareholder, may apply for additional Offer Securities under the Shortfall Offer provided they are eligible under all applicable securities laws to receive an offer under the Shortfall Offer. The funds raised will be used to fund a drill programme of up to 3,000 metres of reverse circulation and diamond drilling to test targets on the Silica Hill Prospect at the Company’s 100% owned Commonwealth goldsilver-base metal project, for follow up work at the high grade Broken Hill copper-nickel-PGM project and Mulga Tank and for general working capital. For further information please contact: Dr Mike Jones Managing Director Impact Minerals Limited +61 8 6454 6666 26 Richardson Street West Perth Western Australia 6005 Tel +61 (8) 6454 6666 Facsimile +61 (8) 6454 6667 Email info@impactminerals.com.au www.impactminerals.com.au Impact Minerals Limited ACN 119 062 261 Prospectus For the offer to each Eligible Shareholder to subscribe for up to $15,000 of New Shares at an issue price of $0.018 per New Share, with three free attaching Options exercisable at $0.04 each on or before 15 June 2020 for every two New Shares issued, to raise up to $4,001,400 (Share Purchase Plan), and for the offer of the shortfall to the Share Purchase Plan (Shortfall Offer). The Share Purchase Plan opens on Friday, 19 May 2017 and closes at 5.00pm (WST) on Friday, 9 June 2017. The Shortfall Offer opens on Friday, 19 May 2017 and closes at 5.00pm (WST) on Friday, 16 June 2017. __________________________________________________________________________________ This Prospectus is a transaction specific prospectus issued in accordance with section 713 of the Corporations Act. This is an important document that should be read in its entirety. Please read the instructions in this document and on the accompanying Application Form regarding acceptance of the Offers. If you do not understand this document, you should consult your professional adviser. The Securities offered by this Prospectus should be considered as a speculative investment. Important Information General This Prospectus is dated 15 May 2017 and was lodged with the Australian Securities and Investment Commission (ASIC) on the same date. Neither ASIC nor ASX Limited (ACN 008 624 691) trading as the Australian Securities Exchange (ASX) takes any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. This Prospectus is a transaction specific prospectus for an offer of ‘continuously quoted securities’ (as defined in the Corporations Act) prepared in accordance with section 713 of the Corporations Act. In preparing this Prospectus, regard has been had to the fact that the Company is a ‘disclosing entity’ for the purposes of the Corporations Act and that certain matters may reasonably be expected to be known to investors and their professional advisers. Offer Securities will not be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. Electronic prospectus This Prospectus may be viewed in electronic form at www.impactminerals.com.au by Australian investors only. The electronic version of this Prospectus is provided for information purposes only. A paper copy of the Prospectus may be obtained free of charge on request during an Offer Period by contacting the Company. The information on the Company’s website does not form part of this Prospectus. Risk factors Before deciding to invest in the Company, potential investors should read the entire Prospectus. In considering the prospects for the Company, potential investors should consider the assumptions underlying the prospective financial information and the risk factors that could affect the performance of the Company. Potential investors should carefully consider these factors in light of personal circumstances (including financial and taxation issues) and seek professional advice from a stockbroker, accountant or other independent financial adviser before deciding to invest. Applications Applications for Offer Securities by eligible participants may only be made on printed copies of an Application Form attached to or accompanying the Prospectus. Please read the instructions in this Prospectus and on the accompanying Application Forms regarding the acceptance of an Offer. By returning an Application Form, lodging an Application Form with your stockbroker or otherwise arranging for payment for Offer Securities in accordance with the instructions on the Application Form, an Applicant will be taken to acknowledge that they have received and read this Prospectus, have acted in accordance with the terms of the Offer to which the Application Form applies and have agreed to all of the terms and conditions as detailed in this Prospectus. Applicants from overseas This Prospectus does not make any offer to investors who reside outside of Australia and New Zealand. The distribution of this Prospectus and the Application Form (including electronic copies) outside Australia may be restricted by law. This Prospectus does not, and is not intended to, constitute an offer or invitation in any other place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or invitation. If you come into possession of these documents, you should observe such restrictions and should seek your own advice about such restrictions. Please refer to Section 3.7 for further information. Publicly available information Information about the Company is publicly available and can be obtained from ASIC and ASX (including the ASX website at www.asx.com.au). The contents of any website or filing with ASIC or ASX by the Company are not incorporated into this Prospectus and do not constitute part of an Offer unless otherwise expressly stated. 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. 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 the Company or subscribe for Offer Securities. The Company has not authorised any person to give any information or make any representation in connection with an Offer which is not contained in this Prospectus. Any such extraneous information or representation may not be relied upon. Forward-looking statements This Prospectus includes forward-looking statements that have been based on current expectations about future acts, events and circumstances, such as ‘intends’, ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’ or ‘expects’. These forward-looking statements are 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. Accordingly, the Company cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forwardlooking statements contained in this Prospectus will actually occur. Further, except during an Offer Period and otherwise as required by law, the Company may not update or revise any forwardlooking statement if events subsequently occur or information subsequently becomes available that affects the original forward-looking statement. Meaning of Terms Capitalised terms and certain other terms used in this Prospectus are defined in the Glossary in Section 10. Currency References to “$”, “A$”, “AUD”, or “dollar” are references to Australian currency, unless otherwise stated. Time References to time relate to the time in Perth, Western Australia, unless otherwise stated. i Corporate Directory Directors Solicitors to the Offer Mr Peter J Unsworth (Non-Executive Chairman) Jackson McDonald Level 17, 225 St Georges Terrace Perth WA 6000 Dr Michael Jones (Managing Director) Telephone: +61 8 9426 6611 Mr Paul Ingram (Non-Executive Director) Facsimile: +61 8 9321 2002 Dr Markus Elsasser (Non-Executive Director) Share Registry* Ms Felicity Gooding (Non-Executive Director) Computershare Investor Services Pty Limited Level 11, 172 St Georges Terrace, Perth WA 6000 Company Secretary Telephone: 1300 850 505 +61 8 9415 4000 Mr Bernard Crawford Auditor* Registered Office and Principal Office 26 Richardson Street West Perth WA 6005 Telephone: +61 (0)8 6454 6666 Email: info@impactminerals.com.au Bentleys Audit and Corporate (WA) Pty Ltd London House Level 3, 216 St Georges Terrace Perth WA 6000 *Included for information purposes only. This entity has not been involved in the preparation of this Prospectus. ASX Code IPT Website www.impactminerals.com.au ii Contents Page Important Information ............................................................................................................. i Corporate Directory ............................................................................................................... ii Contents............................................................................................................................... iii Key Offer Information ............................................................................................................1 1. Investment Overview ..................................................................................................2 2. Details of the Share Purchase Plan ............................................................................8 3. Applications for Offer Securities................................................................................12 4. Effect of the Offers....................................................................................................18 5. Risk Factors .............................................................................................................22 6. Rights and liabilities attached to Offer Securities ......................................................26 7. Continuous disclosure documents ............................................................................30 8. Additional information ...............................................................................................32 9. Directors’ statement..................................................................................................37 10. Glossary of Terms ....................................................................................................38 iii Key Offer information Indicative timetable Event Target Date Record Date for determining Shareholders’ entitlements to participate in the Share Purchase Plan (5.00pm WST) Lodgement of Prospectus with ASIC Wednesday, 10 May 2017 Monday, 15 May 2017 Despatch of Prospectus Friday, 19 May 2017 Opening Date of Share Purchase Plan and Shortfall Offer Friday, 19 May 2017 Closing Date of Share Purchase Plan Offer (5.00pm WST) Friday, 9 June 2017 Closing Date of Shortfall Offer (5.00pm WST) Friday, 16 June 2017 General Meeting Tuesday, 20 June 2017 Issue of Offer Securities Wednesday, 21 June 2017 Quotation of Securities Thursday, 22 June 2017 Despatch of Holding Statements for New Shares and Free Attaching Options Note: Friday, 23 June 2017 These dates are indicative only and subject to change. The Company may vary these dates without notice, including whether to close the Share Purchase Plan early, extend the Share Purchase Plan, or accept late Applications, either generally or in particular cases. Investors who wish to submit an Application and subscribe for Securities under the Share Purchase Plan are encouraged to do so as soon as possible after the Share Purchase Plan opens. Key Share Purchase Plan details Offer Details Price per Share under the Share Purchase Plan $0.018 Shares offered under the Share Purchase Plan 222,300,000 Free Attaching Options offered under the Share Purchase Plan 333,450,000 Cash proceeds of the Share Purchase Plan (before costs) $4,001,400 Note: The figures in the table above assume full subscription under the Share Purchase Plan. 1 1. Investment overview 1.1 Introduction On 15 May 2017, Impact Minerals Limited announced its intention to raise up to $4,001,400 by way of a share purchase plan to existing Shareholders (Share Purchase Plan) and the offer of the shortfall to the Share Purchase Plan (Shortfall Offer). Pursuant to both the Share Purchase Plan and the Shortfall Offer, investors will be able to subscribe for new fully paid ordinary shares in the Company (New Shares) at an issue price of $0.018 each, with three free attaching options exercisable at $0.04 each, on or before 15 June 2020 (Free Attaching Options) for every two New Shares issued. Pursuant to the Share Purchase Plan, existing Shareholders on the Company’s register of Shareholders at Wednesday, 10 May 2017 are entitled to subscribe for up to $15,000 of New Shares at $0.018 each, with three Free Attaching Options for every two New Shares issued. The Share Purchase Plan is capped at $4,001,400 with the Company accepting valid applications on a first-come first-served basis. Any New Shares and Free Attaching Options (Offer Securities) not subscribed for under the Share Purchase Plan will form the Shortfall and will be offered under the Shortfall Offer, which forms a separate offer under this Prospectus. An individual, including an Eligible Shareholder, may apply for additional Offer Securities under the Shortfall Offer provided they are eligible under all applicable securities laws to receive an offer under the Shortfall Offer. If, after the close of the Share Purchase Plan and Shortfall Offer, any Offer Securities have not been subscribed for under the Share Purchase Plan or Shortfall Offer, the Directors reserve the right to place some or all of those Offer Securities within 3 months of the close of the Offers. The issue of Offer Securities under the Share Purchase Plan, the Shortfall Offer and pursuant to the placement of any remaining Offer Securities, is conditional on shareholder approval at a general meeting to be held on or about Tuesday, 20 June 2017. The funds raised by the Share Purchase Plan, Shortfall Offer and placement of any remaining Offer Securities will be used to fund a drill programme of up to 3,000 metres of reverse circulation and diamond drilling to test targets on the Silica Hill Prospect at the Company’s 100% owned Commonwealth gold-silver-base metal project, for follow up work at the high grade Broken Hill copper-nickel-PGM project and Mulga Tank and for general working capital. 1.2 Use of funds raised from the Share Purchase Plan The Share Purchase Plan and Shortfall Offer will raise funds of up to $4,001,400, which the Company intends to use as follows: Use of funds Amount at half subscription Amount at full subscription $1,100,000 $1,350,000 Follow up work at Broken Hill Project $200,000 $650,000 Follow up work at Mulga Tank $200,000 $600,000 Costs of the Share Purchase Plan $58,100 $65,240 Working capital $442,600 $1,336,160 $2,000,700 $4,001,400 Drill Programme at Commonwealth Gold Silver Base Metal Project Total Note: the information in the above table is current as at the Prospectus Date. The use of funds may change depending on any intervening events or changes in the Company’s circumstances. The Board reserves the right to change the way funds are used and applied. 2 On completion of the Share Purchase Plan and Shortfall Offer, the Company will have sufficient funds to carry out the objectives stated in this Prospectus. 1.3 Company’s exploration projects COMMONWEALTH GOLD SILVER-BASE METAL PROJECT (100% IPT) 2 The Commonwealth Project comprises 1,000km of exploration licences located 100km north of Orange, NSW. The exploration project is focused on the Lachlan Fold Belt, host to the Cadia-Ridgeway mining centre (40 million ounces of gold and 12 million tonnes of copper). Work by Impact at the Commonwealth prospect in 2014 outlined a maiden Inferred Resource (JORC 2012 Code) of 720,000 tonnes at 2.8 g/t gold and 48 g/t silver centred on historic underground workings at the Commonwealth “Main Shaft”. Mineralisation extends over 400 metres strike length, up to 25 metres width and contains a high-grade core of massive 1 sulphides. Current exploration is focused on immediate additions to existing resources including: (a) The depth projection of the massive sulphide lens at Main Shaft beyond a bonanza drill intersection of 7 metres at 6.3 g/t gold, 496 g/t silver, 7.2% zinc, 2.9% lead and 0.2% copper from 91 metres in CMIPT031, along with strike and depth extensions of 2 the Inferred Resource envelope. (b) A new discovery at the Silica Hill prospect (located 200 metres northeast of Main Shaft) where drill hole CMIPT046 intersected 41.3 metres at 2.0 g/t gold and 176 g/t 3 silver from 61 metres. (c) A new discovery at the Walls prospect (located 1,200 metres east of Commonwealth Main Shaft) where CMIPT027 intersected 20 metres at 0.5 g/t gold, 27 g/t silver and 4 1.1% zinc. BROKEN HILL Ni-Cu-PGE PROJECT (100% IPT) The Broken Hill Project covers 517 square kilometres near Broken Hill, NSW. The project is prospective for both nickel-copper-PGE mineralisation associated with ultramafic rocks and zinc-lead-silver in “Broken Hill-style” deposits hosted mostly by metasedimentary rocks and amphibolite. Impact has recently reported several significant high grade drill results from at least three prospects: (a) The Red Hill prospect features Impact drill hole RHD012, which recorded a bonanza drill intersection of 3.5 metres at 5 g/t platinum, 6 g/t gold, 144 g/t palladium, 2.9% 5 nickel, 2.3% copper and 14.5 g/t silver in heavy matrix sulphide. (b) The Platinum Springs prospect revealed high grade massive nickel-copper-PGE sulphides with drill hole PSD02 intersecting 2.75 metres at 3.5 g/t platinum, 7 g/t 1 Company’s announcement to ASX entitled “Maiden High Grade Resource at Commonwealth NSW”, dated 19 February 2015. 2 Company’s announcement to ASX entitled “High Grade Extensions to the Commonwealth Deposit and Walls”, dated 30 June 2016. 3 Company’s announcement to ASX entitled “High Grade Gold and Silver at Silica Hill” dated 13 September 2016. 4 Company’s announcement to ASX entitled “High Grade Extensions to the Commonwealth Deposit and Walls”, dated 30 June 2016. 5 Company’s announcement to ASX entitled “Extremely High Grade Drill Intercept at Broken Hill” dated 23 October 2015. 3 palladium, 0.4 g/t gold, 2% copper, 1.9% nickel and 11.6 g/t silver from 55 metres 6 down hole. (c) The Dora East prospect represents a new discovery of high grade zinc-lead-silver mineralisation with RHD018 intersecting 5.1 metres at 10% zinc, 0.8% lead, 40.4g/t silver from 148.4 metres in massive and disseminated sulphides. Note that Silver City Minerals Limited has a 20% free carried interest to a Decision to Mine in the silver7 lead-zinc rights on E7390 which contains Dora East. Impact’s exploration results to date indicate the potential for a platinum mineralisation stretching over a 40km belt of mafic-ultramafic rocks within the richly-endowed Curnamona Craton. The mafic intrusions are dated circa 820 Ma and appear coeval with a major global nickel-mineralising event which included the formation of the world-class Jinchuan nickelcopper deposit in China. Numerous surface gossans have produced some of the highest platinum and palladium grades in Australia which the Company intends to test with more drilling in 2017. MULGA TANK Ni-Cu-PGE PROJECT (100% IPT) 2 The Mulga Tank project covers about 420km of the Minigwal greenstone belt located 200km east of Kalgoorlie, WA. Impact has identified three styles of nickel sulphide mineralisation within the Mulga Tank Dunite and surrounding rocks: (a) High grade veins in the basal adcumulate layer of the Mulga Tank Dunite with drill results of: 0.25m at 3.8% nickel, 0.7% copper and 0.7g/t PGE and 0.3m at 0.7% nickel. (b) High grade nickel sulphide in multiple komatiites within a flow channel featuring drill results of: 0.75m at 0.85% nickel, 0.35% copper and 0.28g/t PGE (Pt+Pd+Au). (c) Disseminated nickel in the Mulga Tank Dunite with drill results of 115m at 0.3% 8 nickel, 21m at 0.4% nickel and 59m at 0.3% nickel. The style of mineralisation and the nature of the ultramafic rocks are similar to those that host the significant nickel deposits elsewhere in the Yilgarn Craton, for example, Perseverance (45Mt at 2% nickel), Rocky’s Reward (9.6Mt at 2.4% Ni) and Mt Keith (>2Mt contained nickel). Exploration for nickel and gold is continuing with the completion of three major geophysical and geochemical surveys (airborne magnetic and radiometric survey covering most of the project area, an innovative combined ground and airborne electrical survey (HeliSAM) over the Panhandle and Mulga Tank Dunite prospects, and collection of 2,500 soil samples for geochemistry). In the June Quarter of 2016, Impact was awarded a grant of $150,000 as part of the Western Australian Government’s Exploration Incentive Scheme (EIS) for drilling at the Mulga Tank Project. The EIS is a co-funding initiative for exploration in under-explored areas of WA and awarded on a dollar-for-dollar basis for direct drilling costs. The program is designed to encourage innovative exploration and prioritised high quality, technically sound proposals that demonstrate new exploration concepts. 6 Company’s announcement to ASX entitled “Very high grade Assays from Platinum Springs” dated 3 February 2016. 7 Company’s announcement to ASX entitled “Exceptional Zinc-Silver Grades at Red Hill”, dated 8 December 2015. 8 Company’s announcement to ASX entitled “Mulga Tank Drill Assays” dated 29 January 2014. 4 1.4 Competent Persons Statement Where identified, information contained within this Explanatory Statement has been extracted from the Company’s announcements to ASX listed in the footnotes. The Competent Person responsible for the information contained within those reports is Dr Michael Jones, who is a Member of the Australian Institute of Geoscientists. Dr Jones has sufficient experience with the style of mineralisation and types of deposits under consideration, and to the activities undertaken, to qualify as a Competent Person as defined in the 2012 edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code). The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement and, in the case of estimates of Mineral Resources or Ore Reserves that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified from the original market announcements. 1.5 Key risks The key risks of investing in the Company are set out below. These risks are not an exhaustive list. Further details of specific risks and general investment risks are set out in Section 5. These risks may adversely affect the Company’s financial position, prospects and price of its securities. (a) Exploration risks The success of the Company depends on the delineation of economically mineable reserves and resources. Exploration of the Company’s existing exploration tenements may be unsuccessful, resulting in a reduction of the value of those tenements, diminution in the cash reserves of the Company and possible relinquishment of the exploration tenements. (b) Operational and technical risks Mining and exploration development operations are vulnerable to a variety of operational and technical matters, and force majeure circumstances, including mechanical failure of plant and equipment and environmental and weather factors which prevent or impede land access. Such factors may prevent exploration and mining activities and/or lead to cost overruns. (c) Environmental risks The operations and activities of the Company are subject to environmental laws and regulations. As with most exploration projects and mining operations, the Company's operations and activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. The Company intends to conduct its operations and activities to the highest standard of environmental obligation, including compliance with all environmental laws. (d) Future capital requirements The Company will most likely require further financing for its future business activities, in addition to amounts raised pursuant to the Offers. Any additional equity financing may be dilutive to Shareholders, undertaken at lower prices than the current market price or involve restrictive conditions which limit the Company’s operations and business strategies. 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, delay 5 or suspend its operations and this could have a material adverse effect on the Company’s activities and its ability to continue as a going concern. 1.6 The Board The Company is managed by the Board of Directors. The Board currently comprises five Directors, including one Executive Director and four Non-Executive Directors. Mr Peter J Unsworth B.Com Non-Executive Chairman Mr Unsworth, formerly a chartered accountant, has more than 35 years’ experience in the corporate finance, investment, and securities industries and has a wealth of management experience with both public and private companies. A former executive director with a leading Western Australian stockbroking company, Mr Unsworth has been a director of a number of public exploration and mining companies. He is a director of the Western Australian Government owned Gold Corporation (operator of The Perth Mint), having previously been a director and chairman from 1996 to 2008. Mr Unsworth currently has no other directorships. Dr Michael Jones PhD, MAIG Managing Director Dr Jones completed undergraduate and post-graduate studies in Mining and Exploration Geology at Imperial College, London. His Ph.D. work on gold mineralisation saw him move to Western Australia in 1988 to work for Western Mining Corporation exploring for gold and nickel deposits in the Yilgarn Craton. From 1994 he consulted to the exploration and mining industry specialising in the integration of geological field mapping and the interpretation of geochemical, geophysical and remotely sensed data for target generation. Dr Jones has worked on over 80 projects both in greenfields and near mine exploration in a wide variety of mineralised terrains and was the founding director of Lithofire Consulting Geologists in Perth, Australia. He was also the team leader during the discovery of a significant gold deposit at the Higginsville Mining Centre, near Kalgoorlie and an iron ore deposit near Newman, both in Western Australia. Dr Jones currently has no other directorships. Mr Paul Ingram B. AppSc, AIMM, MICA Non-Executive Director Mr Ingram is a geologist with extensive experience in managing major mineral exploration programs for several publicly listed companies and has been involved in the mining sector for over forty years. He has designed and implemented innovative techniques for exploration in remote areas, and has managed projects in countries throughout Australia and east Asia. Mr Ingram is currently a director of A-Cap Resources Limited (since June 2009) and Consolidated Global Investments Limited (since September 2006). Dr Markus Elsasser PhD Non-Executive Director Dr Markus Elsasser is a German financier and investor in the mineral resources industry. He is Head of the Elsasser family office ‘M. Elsasser & Cie AG 1971’ in Dusseldorf, Germany. Dr Elsasser has previously been Director of Finance at the Dow Chemical Company in Germany. He has extensive General Management experience with former appointments as Managing Director in Australia and Singapore in the chemical and food industries. Dr Elsasser has a degree and PhD in Business Administration from Cologne University, Germany. Dr Elsasser currently has no other directorships. 6 Ms Felicity Gooding B.Com, CA Non-Executive Director Ms Gooding is the Chief Operating Officer and Chief Financial Officer of the Minderoo Group, the philanthropic and private business holdings of Mr and Mrs Andrew and Nicola Forrest. A Chartered Accountant with more than 15 years’ experience, Ms Gooding has specialised in due diligence, me