Announcement PDF 1 IMPACT MINERALS LIMITED ACN 119 062 261 (Company) CORPORATE GOVERNANCE STATEMENT This Corporate Governance Statement is current as at 30 June 2026 and was approved by the Board of the Company on 21 October 2026. This Corporate Governance Statement discloses the extent to which the Company has followed the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations 4th Edition (Recommendations). The Recommendations are not mandatory, however the Recommendations that have not been followed have been identified and reasons provided for not following them along with what (if any) alternative governance practices the Company has adopted in lieu of the recommendation. This Corporate Governance Statement and further information about the Company's governance practices is set out on the Company’s website at https://impactminerals.com.au/esg. The Board has established an Audit and Risk Committee and a Remuneration and Nomination Committee, each of which operates under a written charter available on the Company’s website. Matters not delegated to a committee are dealt with by the full Board in accordance with the Board Charter. The Board established the Audit and Risk Committee and the Remuneration and Nomination Committee on 23 June 2026. RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION Principle 1: Lay solid foundations for management and oversight Recommendation 1.1 A listed entity should have and disclose a board charter setting out: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management. YES The Company has adopted a Board Charter that sets out the specific roles and responsibilities of the Board, the Chair and management and includes a description of those matters expressly reserved to the Board and those delegated to management. The Board Charter sets out the specific responsibilities of the Board, requirements as to the Board’s composition, the roles and responsibilities of the Chair, the establishment of Board committees, details of the Board’s relationship with management, details of the Board’s performance review and details of the Board’s disclosure policy. 2 RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION A copy of the Company’s Board Charter is available on the Company’s website. Recommendation 1.2 A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive, or putting someone forward for election, as a Director; and (b) provide security holders with all material information relevant to a decision on whether or not to elect or re-elect a Director. YES (a) The Company conducts appropriate checks (including checks in respect of character, experience, education, criminal record and bankruptcy history (as appropriate)) before appointing a director or senior executive, or putting forward to security holders a candidate for election, as a Director. (b) All material information relevant to a decision on whether or not to elect or re-elect a Director is provided to security holders in the Notice of Meeting containing the resolution to elect or re-elect a Director. Recommendation 1.3 A listed entity should have a written agreement with each Director and senior executive setting out the terms of their appointment. YES The Company has written agreements with each of its Directors and senior executives, which set out the terms of that Director’s or senior executive’s appointment. Recommendation 1.4 The company secretary of a listed entity should be accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board. YES The Board Charter outlines the roles, responsibility and accountability of the Company Secretary. In accordance with this, the Company Secretary is accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board. Recommendation 1.5 A listed entity should: (a) have and disclose a diversity policy; (b) through its Board or a committee of the Board set measurable objectives for achieving gender diversity in the composition of its Board, senior executives and workforce generally; and (c) disclose in relation to each reporting period: (i) the measurable objectives set for that period to achieve gender diversity; PARTIALLY COMPLY (a) The Company is committed to supporting and managing diversity as a means of enhancing the Company's performance by recognising and utilising the contribution of the diverse skills and talents of its Directors, officers and employees and has established a Diversity Policy. The Company has not fully complied with Recommendation 1.5 in that it has not set measurable objectives for achieving gender diversity. The Board monitors diversity across the Company and acknowledges that there are currently no women on the Board or in senior executive positions. (b) The Diversity Policy is available on the Company’s website. 3 RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION (ii) the entity’s progress towards achieving those objectives; and (iii) either: (A) the respective proportions of men and women on the Board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or (B) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act. (c) (i) Due to the small size of the Company and its small number of employees, the Board does not consider it appropriate to formally set measurable objectives for gender diversity at this time. (ii) As at 30 June 2026, the respective proportions of women were as follows: Proportion of women in the whole organisation 25% Proportion of women in senior executive positions 0% Proportion of women on the Board 0% For these purposes, “senior executive” means the Managing Director and any person reporting directly to the Managing Director. The Company is not a “relevant employer” under the Workplace Gender Equality Act. Recommendation 1.6 A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the Board, its committees and individual Directors; and (b) disclose for each reporting period, whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period. PARTIALLY COMPLY (a) The Company’s Board is responsible for evaluating the performance of the Board, its committees and individual Directors on an annual basis as outlined in the Board Charter which is available on the Company’s website. (b) A formal performance review of the Board and Directors was not undertaken during the reporting period. Informal reviews were conducted during the reporting period. 4 RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION Recommendation 1.7 A listed entity should: (a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and (b) disclose for each reporting period, whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period. PARTIALLY COMPLY (a) The Company’s Board is responsible for evaluating the performance and determining the remuneration of senior executives and ensuring that appropriate policies and procedures are in place for recruitment, training, remuneration and succession as outlined in the Board Charter which is available on the Company’s website. (b) The Chair and the Board met regularly with the Managing Director to discuss any issues or concerns as they arose. This ongoing process has remained in-house and informal throughout the year, relying on regular discussion. A formal performance review of the Managing Director and other senior executives was not undertaken during the reporting period due to the comparatively small size of the Company. Principle 2: Structure the Board to be effective and add value Recommendation 2.1 The Board of a listed entity should: (a) have a nomination committee which: (i) has at least three members, a majority of whom are independent Directors; and (ii) is chaired by an independent Director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address Board succession issues YES (a) The Company has a Remuneration and Nomination Committee. (i) The Remuneration and Nomination Committee is made up of Jim McKerlie as Chairman, Frank Bierlein and Paul Ingram as members. Jim McKerlie, Frank Bierlein and Paul Ingram are considered independent directors. (ii) Jim McKerlie is considered an independent director. (iii) A copy of the Remuneration and Nomination Committee Charter can be found at https://impactminerals.com.au/esg (iv) Refer to point (i) above. (v) The Committee met once during the reporting period, with all three members then in office attending. The Company notes that the Remuneration and Nomination Committee was created in June 2026. Prior to the Committee's creation, the full Board undertook the role outlined to the Remuneration and Nomination Committee. 5 RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION and to ensure that the Board has the appropriate balance of skills, experience, independence and knowledge of the entity to enable it to discharge its duties and responsibilities effectively. Recommendation 2.2 A listed entity should have and disclose a Board skills matrix setting out the mix of skills that the Board currently has or is looking to achieve in its membership. YES The Board has identified that the appropriate mix of skills and diversity required of its members on the Board to operate effectively and efficiently is achieved by personnel having substantial skills and experience in operational management, exploration and geology, mineral processing and downstream commercialisation (including high purity alumina), project development and finance, marketing and offtake, corporate law, finance, listed resource companies, equity markets, global funds management, governance and risk, and ESG. The Board’s current coverage of these skills is set out in the skills matrix below. A profile of each Director setting out their skills, experience, expertise and period of office is set out in the Directors' Report in the Annual Report. Number of Directors that meet the skill Executive and Non-Executive experience 4 Industry experience and knowledge 4 Leadership 4 Corporate governance 4 Risk Management 4 Strategic thinking 4 Desired behavioural competencies 4 Geographic experience 4 Capital Markets experience 4 Subject matter expertise - accounting 1 - capital management 4 6 RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION - corporate financing 4 - industry taxation 0 - risk management 4 - legal 0 - IT expertise 0 Recommendation 2.3 A listed entity should disclose: (a) the names of the Directors considered by the Board to be independent Directors; (b) if a Director has an interest, position or relationship of the type described in Box 2.3 of the ASX Corporate Governance Principles and Recommendations (4th Edition), but the Board is of the opinion that it does not compromise the independence of the Director, the nature of the interest, position or relationship in question and an explanation of why the Board is of that opinion; and (c) the length of service of each Director YES (a) The Board has four Directors, three of whom are considered to be independent, namely Mr Jim McKerlie, Mr Paul Ingram and Dr Frank Bierlein. Mr Scott Phegan, Executive Director, is not considered independent because he is employed by the Company in an executive capacity. The Company notes that in October Jim McKerlie assumed the role of Executive Chair and from that time is not considered independent. (b) Mr Paul Ingram has been a Director for more than 15 years. The Board has considered whether his length of service compromises his independence and has concluded that it does not, because he has never held an executive role with the Company, is not a substantial holder, and continues to exercise independent judgement in Board deliberations. The Board reviews his independence annually. (c) The length of service of each Director as at the end of the financial year is as follows: Mr Paul Ingram 15.8 years, Dr Frank Bierlein 3.7 years, Mr Scott Phegan 0.5 years and Mr Jim McKerlie 0.1 years. Recommendation 2.4 A majority of the Board of a listed entity should be independent Directors. YES The Board currently comprises a total of 4 directors, of whom 3 are considered to be independent. As such, the Board has a majority of independent Directors. Recommendation 2.5 The Chair of the Board of a listed entity should be an independent Director and, in particular, should not be the same person as the CEO of the entity. YES The Chair of the Company is Mr Jim McKerlie (prior to Jim’s appointment in June 2026, the Chair was Mr Paul Ingram), who is an independent Director. The roles of Chairman and Managing Director are not performed by the same person. 7 RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION The Company notes that in October Jim McKerlie assumed the role of Executive Chair and from that time is not considered independent. Recommendation 2.6 A listed entity should have a program for inducting new Directors and for periodically reviewing whether there is a need for existing Directors to undertake professional development to maintain the skills and knowledge needed to perform their role as a Director effectively. YES The Board is responsible for the approval and review of induction and continuing professional development programs and procedures for Directors. New Directors receive an induction covering the Company’s strategy, projects, financial position, governance policies and key risks, and meet with senior management and the Company Secretary. In order to develop and maintain the skills and knowledge required to perform their role, all Directors are encouraged to undergo continual professional development. Subject to approval, the Company will pay reasonable expenses to enable Directors to seek independent professional advice if required to properly discharge their responsibilities. The Company Secretary is responsible for facilitating inductions and professional development. Principle 3: Instil a culture of acting lawfully, ethically and responsibly Recommendation 3.1 A listed entity should articulate and disclose its values. YES The Company has outlined its core vision and values by expressing the standards of behaviour it expects from its Directors, senior executives and employees in its Code of Conduct, which is available on the Company’s website. Recommendation 3.2 A listed entity should: (a) have and disclose a code of conduct for its Directors, senior executives and employees; and (b) ensure that the Board or a committee of the Board is informed of any material breaches of that code. YES (a) The Company’s Code of Conduct, which is available on the Company’s website, applies to the Company’s Directors, senior executives and employees. (b) The Company Secretary is responsible for informing the Board of any material breaches of the Code of Conduct. 8 RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION Recommendation 3.3 A listed entity should: (a) have and disclose a whistleblower policy; and (b) ensure that the Board or a committee of the Board is informed of any material incidents reported under the policy. YES (a) The Company’s Whistleblower Policy is available on the Company’s website. (b) The Company Secretary is responsible for informing the Board of any material incidents reported under the Company’s Whistleblower Policy. Recommendation 3.4 A listed entity should: (c) have and disclose an anti-bribery and corruption policy; and (d) ensure that the Board or a committee of the Board is informed of any material breaches of that policy. YES (a) The Company’s Anti-Bribery and Corruption Policy is available on the Company’s website. (b) The Company Secretary is responsible for informing the Board of any material breaches of the Company’s Anti-Bribery and Corruption Policy. 9 RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION Principle 4: Safeguard the integrity of corporate reports Recommendation 4.1 The Board of a listed entity should: (a) have an audit committee which: (i) has at least three members, all of whom are non- executive Directors and a majority of whom are independent Directors; and (ii) is chaired by an independent Director, who is not the Chair of the Board, and disclose: (iii) the charter of the committee; (iv) the relevant qualifications and experience of the members of the committee; and (v) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its financial reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner. YES (a) The Company has an Audit and Risk Committee. (i) The Audit and Risk Committee is made up of Paul Ingram as Chairman, Frank Bierlein and Jim McKerlie as members. Jim McKerlie, Frank Bierlein and Paul Ingram are considered independent directors. (ii) Paul Ingram is considered an independent director. (iii) A copy of the Audit and Risk Committee Charter can be found at https://impactminerals.com.au/esg (iv) Refer to the Directors' Report contained in the Company’s Annual Report, which outlines all members' qualifications and experience. (v) The Committee met once during the reporting period, with all three members then in office attending. The Company notes that the Audit and Risk Committee was created in June 2026. Prior to the Committee's creation, the full Board undertook the role outlined to the Audit and Risk Committee. Recommendation 4.2 The Board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO/Managing Director and CFO a declaration that the financial records of the entity have been properly maintained and that the YES The Company’s Managing Director and Chief Financial Officer have provided the Board with the appropriate declarations in accordance with section 295A of the Corporations Act and this Recommendation 4.2 in relation to the full year and half year financial reports, before the Board approved those financial statements. 10 RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. Recommendation 4.3 A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor. YES The Company’s process for verification of the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor is similar to the process followed for all releases to the market. That is, it ensures all releases and reports are prepared by appropriately qualified personnel with access to the appropriate information available to them to support the relevant report or release. All reports are then checked and approved for release by authorised personnel in accordance with the Company’s delegation of authority. Principle 5: Make timely and balanced disclosure Recommendation 5.1 A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under Listing Rules 3.1. YES The Company’s Continuous Disclosure Policy details the Company’s disclosure requirements as required by the ASX Listing Rules and other relevant legislation. Recommendation 5.2 A listed entity should ensure that its Board receives copies of all material market announcements promptly after they have been made. YES The Company Secretary is responsible for ensuring that the Board receives a copy of all market announcements promptly after they have been made. This is done via notification directly from the ASX Online platform. Recommendation 5.3 A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation. YES The Managing Director and Company Secretary are responsible for ensuring that any new and substantive investor or analyst presentation is released on the ASX Market Announcements Platform ahead of its presentation. 11 RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION Principle 6: Respect the rights of security holders Recommendation 6.1 A listed entity should provide information about itself and its governance to investors via its website. YES Information about the Company and its governance, including copies of its various corporate governance policies, is available on the Company’s website at https://impactminerals.com.au/esg Recommendation 6.2 A listed entity should have an investor relations program that facilitates effective two-way communication with investors. YES The Company has adopted a Shareholder Communications Policy which aims to promote and facilitate effective two-way communication with investors. The Policy outlines a range of ways in which information is communicated to shareholders and is available on the Company’s website. Recommendation 6.3 A listed entity should disclose how it facilitates and encourages participation at meetings of security holders. YES Shareholders are encouraged to participate at all general meetings and Annual General Meetings of the Company. Upon the despatch of any notice of meeting to Shareholders, the Company Secretary sends out material stating that all Shareholders are encouraged to participate at the meeting. Shareholders may submit questions in advance of the meeting, and the Company’s external auditor attends the Annual General Meeting to answer questions about the conduct of the audit and the auditor’s report. Recommendation 6.4 A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands. YES The Company has adopted the policy of putting all resolutions at a meeting of security holders to a poll. Recommendation 6.5 A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically. YES The Shareholder Communication Policy provides that security holders can register with the Company to receive email notifications when an announcement is made by the Company to the ASX, including the release of the Annual Report, half yearly reports and quarterly reports. Links are made available to the Company’s website on which all information provided to the ASX is immediately posted. Security holders may also elect to receive communications from, and send communications to, the Company’s share registry electronically through Automic’s investor portal at https://investor.automic.com.au/#/signup. 12 RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION Shareholders queries should be referred to the Company Secretary in the first instance. Principle 7: Recognise and manage risk Recommendation 7.1 The Board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (i) has at least three members, a majority of whom are independent Directors; and (ii) is chaired by an independent Director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the process it employs for overseeing the entity’s risk management framework. YES (a) The Company has an Audit and Risk Committee. (i) The Audit and Risk Committee is made up of Paul Ingram as Chairman, Frank Bierlein and Jim McKerlie as members. Jim McKerlie, Frank Bierlein and Paul Ingram are considered independent directors. (ii) Paul Ingram is considered an independent director. (iii) A copy of the Audit and Risk Committee Charter can be found at https://impactminerals.com.au/esg (iv) Refer to point (i) above. (v) The Committee met once during the reporting period, with all three members then in office attending. The Company notes that the Audit and Risk Committee was created in June 2026. Prior to the Committee's creation, the full Board undertook the role outlined to the Audit and Risk Committee. Recommendation 7.2 The Board or a committee of the Board should: (a) review the entity’s risk management framework with management at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the Board; and YES (a) The Board reviews at least annually the Company’s risk management framework of material business risks and satisfy itself that the risk management system is operating effectively in all material respects. (b) The Board reviewed the Company’s risk management framework, including its risk appetite, during the reporting period 21 October 2026. 13 RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION (b) disclose in relation to each reporting period, whether such a review has taken place. Recommendation 7.3 A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes. YES (a) Due to the size of the Company and its current level of activity and operations, the Company does not have an internal audit function. (b) The Company conducts periodic reviews of the Company’s financial systems, documents and processes, and any recommendations for improvement are reported to the Board as part of the Company’s risk management processes. Recommendation 7.4 A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks. YES The Company discloses whether it has any material exposure to environmental and social risks and, if it does, how it manages or intends to manage those risks in its Annual Report and on its website as part of its continuous disclosure obligations. In order to mitigate any material exposure to environmental and social risks, the Board has oversight of risk management and meets to review and assess risks. The Company has material exposure to environmental and social risks inherent in mineral exploration and development, including risks relating to native title, environmental approvals and rehabilitation, community and stakeholder relations, and climate-related matters. The Company manages these risks through its risk management framework, ongoing engagement with Traditional Owners and other stakeholders, and compliance with applicable environmental approvals and conditions. Further detail is set out in the risk management section of the Annual Report. 14 RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION Principle 8: Remunerate fairly and responsibly Recommendation 8.1 The Board of a listed entity should: (a) have a remuneration committee which: (i) has at least three members, a majority of whom are independent Directors; and (ii) is chaired by an independent Director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for Directors and senior executives and ensuring that such remuneration is appropriate and not excessive. YES (a) The Company has a Remuneration and Nomination Committee. (i) The Remuneration and Nomination Committee is made up of Jim McKerlie as Chairman, Frank Bierlein and Paul Ingram as members. Jim McKerlie, Frank Bierlein and Paul Ingram are considered independent directors. (ii) Jim McKerlie is considered an independent director. (iii) A copy of the Remuneration and Nomination Committee Charter can be found at https://impactminerals.com.au/esg (iv) Refer to point (i) above. (i) The Committee met once during the reporting period, with all three members then in office attending. The Company notes that the Remuneration and Nomination Committee was created in June 2026. Prior to the Committee's creation, the full Board undertook the role outlined to the Remuneration and Nomination Committee. 15 RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION Recommendation 8.2 A listed entity should separately disclose its policies and practices regarding the remuneration of