Announcement PDF ASX ANNOUNCEMENT Date: 29 April 2015 Number: 400/290415 ISSUE OF SHARES TO NON EXECUTIVE DIRECTORS Pursuant to Resolution 4 and Resolution 5 passed at the Annual General Meeting held on the 27th November 2014 and as explained in the Notice of Meeting and Explanatory Statement (Announcement 27th October 2014) the company has issued in lieu of Director fees 142,045 shares to Dr Markus Elsasser and 142,045 shares to Mr Paul Ingram, Non-Executive Directors of the Company. Non-Executive Director salaries for Dr Elsasser and Mr Ingram had been set at $30,000 per annum in prior periods. However, to conserve the Company’s cash reserves Dr Elsasser and Mr Ingram have agreed that from the 1st July 2014 these fees be reduced to $25,000 per annum and half this amount be paid in cash and half be paid in Company shares. For further details please see the Notice of Meeting and Explanatory Statement (Announcement 27th October 2014)). The Appendix 3B and Appendix 3Ys associated with this issue of shares are attached. Yours faithfully James Cooper-Jones Company Secretary 26 Richardson Street West Perth Western Australia 6003 Tel +61 (8) 6454 6666 Facsimile +61 (8) 6454 6667 Email info@impactminerals.com.au www.impactminerals.com.au Appendix 3B New issue announcement Appendix 3B Rule 2.7, 3.10.3, 3.10.4, 3.10.5 New issue announcement, application for quotation of additional securities and agreement Information or documents not available now must be given to ASX as soon as available. and documents given to ASX become ASX’s property and may be made public. Introduced 01/07/96 Origin: Appendix 5 04/03/13 Information Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, Name of entity IMPACT MINERALS LIMITED ABN 52 119 062 261 We (the entity) give ASX the following information. Part 1 - All issues You must complete the relevant sections (attach sheets if there is not enough space). 1 +Class of +securities issued or to Ordinary Shares be issued 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued 284,090 3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion) Fully paid ordinary shares + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 1 Appendix 3B New issue announcement 4 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities? Yes If the additional +securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration $0.022 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) Director Fees: Dr Markus Elsasser: 142,045 Mr Paul Ingram: 142,045 6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A? Yes If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 27 November 2014 Dr Elsasser: Resolution 4 Mr Ingram: Resolution 5 6c Number of +securities issued without security holder approval under rule 7.1 Nil + See chapter 19 for defined terms. Appendix 3B Page 2 04/03/2013 Appendix 3B New issue announcement 6d Number of +securities issued with security holder approval under rule 7.1A Nil 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 284,090 6f Number of +securities issued under an exception in rule 7.2 N/A 6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. N/A 6h If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements N/A 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 141,584,767 7 +Issue dates 29 April 2015 Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 +class Number all 566,339,970 Number and of +securities quoted on ASX (including the +securities in section 2 if applicable) 8,000,000 +Class Fully paid ordinary Shares Options exercisable at $0.20 on or before 30 November 2015 + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 3 Appendix 3B New issue announcement 9 10 Number all 18,700,000 +class Number and of +securities not quoted on ASX (including the +securities in section 2 if applicable) Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) 15,450,000 +Class 6 cents 30 Nov 2015 expiring options 10 cent 30 Nov 2016 expiring options The company has not formulated a dividend policy at this time. Part 2 - Pro rata issue 11 Is security required? holder approval No 12 Is the issue renounceable or nonrenounceable? N/A 13 Ratio in which the will be offered +securities N/A 14 +Class of +securities to which the N/A offer relates 15 +Record determine N/A 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? N/A 17 Policy for deciding entitlements in relation to fractions N/A 18 Names of countries in which the entity has security holders who will not be sent new offer documents N/A date entitlements to Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt acceptances or renunciations of N/A + See chapter 19 for defined terms. Appendix 3B Page 4 04/03/2013 Appendix 3B New issue announcement 20 Names of any underwriters N/A 21 Amount of any underwriting fee or commission N/A 22 Names of any brokers to the issue N/A 23 Fee or commission payable to the broker to the issue N/A 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders N/A 25 If the issue is contingent on security holders’ approval, the date of the meeting N/A 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled N/A 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders N/A 28 Date rights trading will begin (if applicable) N/A 29 Date rights trading will end (if applicable) N/A 30 How do security holders sell their entitlements in full through a broker? N/A 31 How do security holders sell part of their entitlements through a broker and accept for the balance? N/A + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 5 Appendix 3B New issue announcement 32 How do security holders dispose of their entitlements (except by sale through a broker)? N/A 33 +Issue date N/A Part 3 - Quotation of securities You need only complete this section if you are applying for quotation of securities 34 Type of +securities (tick one) (a) +Securities described in Part 1 (b) All other +securities Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities Entities that have ticked box 34(a) Additional securities forming a new class of securities Tick to indicate you are providing the information or documents 35 If the securities are equity securities, the names of the 20 largest holders of the  additional securities, and the number and percentage of additional securities + + + + held by those holders 36 If the securities are equity securities, a distribution schedule of the additional  securities setting out the number of holders in the categories + + + 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37 + A copy of any trust deed for the additional securities  + See chapter 19 for defined terms. Appendix 3B Page 6 04/03/2013 Appendix 3B New issue announcement Entities that have ticked box 34(b) 38 Number of +securities for which +quotation is sought N/A 39 +Class of +securities for which quotation is sought N/A 40 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities? N/A If the additional +securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now N/A Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another +security, clearly identify that other +security) Number 42 +Class Number and +class of all +securities quoted on ASX (including the +securities in clause 38) + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 7 Appendix 3B New issue announcement Quotation agreement 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides. 2 We warrant the following to ASX.  The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.  There is no reason why those +securities should not be granted +quotation.  An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act. Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty  Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.  If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted. 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement. 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete. Sign here: ............................................................ (Company secretary) Print name: James Cooper-Jones Date: 29 Apr 2015 == == == == == + See chapter 19 for defined terms. Appendix 3B Page 8 04/03/2013 Appendix 3B New issue announcement Appendix 3B – Annexure 1 Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities Introduced 01/08/12 Amended 04/03/13 Part 1 Rule 7.1 – Issues exceeding 15% of capital Step 1: Calculate “A”, the base figure from which the placement capacity is calculated Insert number of fully paid +ordinary securities on issue 12 months before the +issue date or date of agreement to issue 487,063,284 Add the following: • Number of fully paid +ordinary securities issued in that 12 month period under an exception in rule 7.2 Nil • Number of fully paid +ordinary securities issued in that 12 month period with shareholder approval 79,275,786 • Number of partly paid +ordinary securities that became fully paid in that 12 month period Nil Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items Subtract the number of fully paid +ordinary securities cancelled during that 12 month period Nil “A” 566,339,070 + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 9 Appendix 3B New issue announcement Step 2: Calculate 15% of “A” “B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 84,950,860 Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used Insert number of +equity securities issued or agreed to be issued in that 12 month period not counting those issued: • Under an exception in rule 7.2 Nil • Under rule 7.1A Nil • With security holder approval under rule 7.1 or rule 7.4 Nil Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items “C” Nil Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1 “A” x 0.15 84,950,860 Note: number must be same as shown in Step 2 Subtract “C” Nil Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” 84,950,860 [Note: this is the remaining placement capacity under rule 7.1] + See chapter 19 for defined terms. Appendix 3B Page 10 04/03/2013 Appendix 3B New issue announcement Part 2 Rule 7.1A – Additional placement capacity for eligible entities Step 1: Calculate “A”, the base figure from which the placement capacity is calculated “A” 566,339,070 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 56,633,907 Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used Insert number of +equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Nil Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items “E” Nil + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 11 Appendix 3B New issue announcement Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A “A” x 0.10 56,633,907 Note: number must be same as shown in Step 2 Subtract “E” Nil Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” 56,633,907 Note: this is the remaining placement capacity under rule 7.1A + See chapter 19 for defined terms. Appendix 3B Page 12 04/03/2013 Appendix 3Y Change of Director’s Interest Notice Appendix 3Y Rule 3.19A.2 Change of Director’s Interest Notice Information or documents not available now must be given to ASX as soon as available. and documents given to ASX become ASX’s property and may be made public. Information Introduced 30/09/01 Amended 01/01/11 Name of entity: IMPACT MINERALS LIMITED ABN: 54 119 062 261 We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act. Name of Director Markus Elsasser Date of last notice 16 January 2015 Part 1 - Change of director’s relevant interests in securities In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part. Direct or indirect interest Direct and Indirect Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. Indirect: M. Elsasser & Cie AG 1971 – Director and Shareholder. Date of change 29 April 2015 No. of securities held prior to change Direct: 1,000,000 Options exercisable at 6 cents and expiring on the 30 Nov 2015; 1,000,000 Options exercisable at 10 cents and expiring on the 30 Nov 2016. Class Indirect: 22,401,312 Ordinary Shares Ordinary Shares Number acquired 142,045 Number disposed Nil + See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 1 Appendix 3Y Change of Director’s Interest Notice Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation No. of securities held after change $0.022 per share Direct: 1,000,000 Options exercisable at 6 cents and expiring on the 30 Nov 2015; 1,000,000 Options exercisable at 10 cents and expiring on the 30 Nov 2016. Indirect: 22,543,357 Ordinary Shares Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back Ordinary Shares issued in lieu of Director Fees as per Resolution 4 passed at the Annual General Meeting on 27th November 2014 Part 2 – Change of director’s interests in contracts Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part. Detail of contract N/A Nature of interest N/A Name of registered holder (if issued securities) N/A Date of change N/A No. and class of securities to which N/A interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Interest acquired N/A Interest disposed N/A Value/Consideration N/A Note: If consideration is non-cash, provide details and an estimated valuation Interest after change N/A Part 3 – +Closed period + See chapter 19 for defined terms. Appendix 3Y Page 2 01/01/2011 Appendix 3Y Change of Director’s Interest Notice Were the interests in the securities or contracts detailed No above traded during a +closed period where prior written clearance was required? If so, was prior written clearance provided to allow the trade N/A to proceed during this period? If prior written clearance was provided, on what date was this N/A provided? + See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 3 Appendix 3Y Change of Director’s Interest Notice Appendix 3Y Rule 3.19A.2 Change of Director’s Interest Notice Information or documents not available now must be given to ASX as soon as available. and documents given to ASX become ASX’s property and may be made public. Information Introduced 30/09/01 Amended 01/01/11 Name of entity: IMPACT MINERALS LIMITED ABN: 54 119 062 261 We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act. Name of Director Paul Ingram Date of last notice 16 January 2015 Part 1 - Change of director’s relevant interests in securities In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part. Direct or indirect interest Indirect Nature of indirect interest (including registered holder) Fabian Entertainment and Management Services Pty Ltd as Trustee for Paul Ingram Trust – Director and Shareholder 29 April 2015 Note: Provide details of the circumstances giving rise to the relevant interest. Date of change No. of securities held prior to change Class 1,000,000 Options exercisable at 6 cents and expiring on the 30 Nov 2015; 1,000,000 Options exercisable at 10 cents and expiring on the 30 Nov 2016. 284,090 Ordinary Shares Shares Number acquired 142,045 Number disposed Nil Value/Consideration $0.022 per share Note: If consideration is non-cash, provide details and estimated valuation + See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 1 Appendix 3Y Change of Director’s Interest Notice No. of securities held after change 1,000,000 Options exercisable at 6 cents and expiring on the 30 Nov 2015; 1,000,000 Options exercisable at 10 cents and expiring on the 30 Nov 2016. 426,135 Ordinary Shares Nature of change Ordinary Shares issued in lieu of Director Fees as per Resolution 5 passed at the Annual General Meeting on 27th November 2014 Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back Part 2 – Change of director’s interests in contracts Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part. Detail of contract N/A Nature of interest N/A Name of registered holder (if issued securities) N/A Date of change N/A No. and class of securities to which N/A interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Interest acquired N/A Interest disposed N/A Value/Consideration N/A Note: If consideration is non-cash, provide details and an estimated valuation Interest after change N/A Part 3 – +Closed period Were the interests in the securities or contracts detailed No above traded during a +closed period where prior written clearance was required? If so, was prior written clearance provided to allow the trade N/A to proceed during this period? + See chapter 19 for defined terms. Appendix 3Y Page 2 01/01/2011 Appendix 3Y Change of Director’s Interest Notice If prior written clearance was provided, on what date was this N/A provided? + See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 3