Announcement PDF 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. Information and documents given to ASX become ASX’s property and may be made public. Introduced 01/07/96 Origin: Appendix 5 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, 04/03/13 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 be issued A. Fully Paid Ordinary Shares (Shares) B & C. Listed Options (Options) 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued 79,000,000 securities comprising: A. 37,500,000 Shares; B. 37,500,000 Options; and C. 4,000,000 Options. 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) A. The Shares rank equally with existing fully paid ordinary shares. B & C. The Options are exercisable at $0.04 on or before 15 June 2020, and rank equally with all other Listed Options in the Company. Note: The Options at B are free attaching and have been issued on the basis of one Option for every Share issued. The Options at C have been issued to the Lead Manager of the November 2017 Placement. + 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? A, B & C. 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 A. $0.023 per Share B. Nil (issued on the basis of one Option for every new Share issued) C. Nil (issued to the Lead Manager as part consideration for services in relation to the November 2017 Placement) 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) Issue of Shares and Options as approved by Shareholders at the Company’s General Meeting held on Wednesday 20 December 2017. Funds raised will be used to fund preliminary low impact ground work at the Company’s Pilbara Gold Project comprising 1,300 km2 of ground prospective for Witwatersrand-style conglomerate hosted gold, as well as the continuation of the drill programme at the Silica Hill Prospect at the Commonwealth goldsilver-base metal project. Follow up geophysical surveys will also be undertaken at the high grade Broken Hill copper-nickel-PGM project. 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 30 November 2017 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) 79,000,000 securities, comprising: 6f Number of +securities issued under an exception in rule 7.2 Nil 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. Not Applicable 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 Not Applicable 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 Listing rule 7.1 – 176,029,746 Listing rule 7.1A – 117,353,164 7 +Issue dates  37,500,000 Shares; and  41,500,000 Options Approved by Shareholders at the General Meeting held on Wednesday 20 December 2017. See Annexure 1 for calculations. 21 December 2017 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 and of all +securities quoted on ASX (including the +securities in section 2 if applicable) Number +Class 1,173,531,641 Fully paid ordinary shares 499,910,556 Options exercisable at $0.04 on or before 15 Jun 2020 + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 3 Appendix 3B New issue announcement 9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable) Number +Class 45,000,000 27,000,000 15,500,000 15,500,000 26,428,572 Options exercisable at: $0.0325 on or before 7 Aug 2018 $0.0367 on or before 29 Sep 2018 $0.045 on or before 29 Sep 2019 $0.07 on or before 29 Sep 2020 $0.0325 on or before 21 Oct 2018 2,000,000 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) $1.00 Convertible Notes maturing 7 Aug 2018 No dividend policy is currently in place as the Company is involved only in exploration Part 2 - Pro rata issue 11 Is security required? holder approval Not Applicable 12 Is the issue renounceable or nonrenounceable? Not Applicable 13 Ratio in which the +securities will be offered Not Applicable 14 +Class 15 +Record of +securities to which the offer relates date to Not Applicable determine Not Applicable 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? Not Applicable 17 Policy for deciding entitlements in relation to fractions Not Applicable 18 Names of countries in which the entity has security holders who will not be sent new offer documents Not Applicable entitlements 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 20 Names of any underwriters of Not Applicable Not Applicable + See chapter 19 for defined terms. Appendix 3B Page 4 04/03/2013 Appendix 3B New issue announcement 21 Amount of any underwriting fee or commission Not Applicable 22 Names of any brokers to the issue Not Applicable 23 Fee or commission payable to the broker to the issue Not Applicable 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders Not Applicable 25 If the issue is contingent on security holders’ approval, the date of the meeting Not Applicable 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled Not Applicable 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 Not Applicable 28 Date rights trading will begin (if applicable) Not Applicable 29 Date rights trading will end (if applicable) Not Applicable 30 How do security holders sell their entitlements in full through a broker? Not Applicable 31 How do security holders sell part of their entitlements through a broker and accept for the balance? Not Applicable 32 How do security holders dispose of their entitlements (except by sale through a broker)? Not Applicable 33 +Issue date Not Applicable + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 5 Appendix 3B New issue announcement 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  Entities that have ticked box 34(b) 38 Number of +securities for which +quotation is sought 39 +Class of +securities for which quotation is sought Not Applicable Not Applicable + See chapter 19 for defined terms. Appendix 3B Page 6 04/03/2013 Appendix 3B New issue announcement 40 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities? Not Applicable 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 Not Applicable 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 Number and +class of all +securities quoted on ASX (including the +securities in clause 38) +Class Not Applicable + 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: ............................................................ (Director/Company Secretary) Print name: Bernard Crawford Date: 21 December 2017 == == == == == + 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 788,771,085 Add the following: Number of fully paid +ordinary securities issued in that 12 month period under an exception in rule 7.2 59,665,051 (21 June 2017) • Number of fully paid +ordinary securities issued in that 12 month period with shareholder approval 124,960,556 (Approved by Shareholders at the 20 December 2017 General Meeting) • Number of partly paid +ordinary securities that became fully paid in that 12 month period • 162,634,949 (11 September 2017) 37,500,000 (Approved by Shareholders at the 20 December 2017 General Meeting also the subject of this Appendix 3B) 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” 1,173,531,641 + 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 0.15 176,029,746 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 • Under rule 7.1A • 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 0.15 176,029,746 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” 176,029,746 [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” 1,173,531,641 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 0.10 117,353,164 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 0.10 117,353,164 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” 117,353,164 Note: this is the remaining placement capacity under rule 7.1A + See chapter 19 for defined terms. Appendix 3B Page 12 04/03/2013