28 Impact Minerals Ltd Annual Report 2023 Directors’ Report continued Competent Person’s Statement The review of operations contained in this report is based on information compiled by Dr Mike Jones, a Member of the Australian Institute of Geoscientists. He is a director of the Company and works for Impact Minerals Limited. He has sufficient experience which is relevant to the style of mineralisation and types of deposits under consideration and to the activity which he is undertaking 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). Dr Jones has consented to the inclusion in the report of the matters based on his information in the form and context in which it appears. The information in this report that relates to the Mineral Resource for the Lake Hope Project is based on information evaluated by Mr Simon Tear who is a Member of The Australasian Institute of Mining and Metallurgy (MAusIMM) and who has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking 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”). Mr Tear is a Director of H&S Consultants Pty Ltd and he consents to the inclusion in the report of the Mineral Resource in the form and context in which they appear. The information in this report that relates to the Minerals Resource for the Lake Hope Project is based on information announced to the ASX on 19th June 2023. The Company confirms that it is not aware of any new information or data that materially affects the information included in the relevant market announcement, and that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply. ASX BREACH On 22 May 2023, the Company announced on ASX that it had inadvertently agreed and proposed to issue 633,333,333 equity securities, which exceeded (to the extent of 261,127,750 equity securities) the Company’s issuance capacity under Listing Rule 7.1 resulting in a breach of ASX Listing Rule 7.1. This breach was compounded as the Company had announced that it proposed to issue 264,803,722 shares under its Listing Rule 7.1A 10% capacity. This is because the Company had not received approval for a mandate to issue securities under its Listing Rule 7.1A capacity at its Annual General Meeting held on 24 November 2022, wherein that resolution was considered and not passed by Shareholders. Notwithstanding the above, as a result of remedial action immediately taken by the Company upon discovery of the breach, and also by the Company’s clarification announcement and amended Appendix 3B forms announced on 4 May 2023, no actual issue of securities occurred in breach of Listing Rule 7.1. The Company’s issue of securities proceeded following approval of its shareholders at the Extraordinary General Meeting held on 1 August 2023. The breach occurred due to an administrative error resultant from numerous factors, including the simultaneous completion of its placement announced on 1 May 2023 and approval for the issue of securities in relation to the Lake Hope Project (please refer to the Company’s clarification announcement on 4 May 2023). Notwithstanding the circumstances that led to the breach, the Company’s history of good corporate governance and that the Company’s subsequent assessment that its corporate governance policies (available at www.impactminerals. com.au/site/about/corporate-governance) are sufficient to ensure circumstances such as these do not arise, the Company understands the seriousness of the breach and has taken appropriate remedial action and made necessary arrangements to mitigate further breaches of the ASX Listing Rules. As a result of the breach, and in accordance with the relevant requirements set out in the ASX decision letter dated 18 May 2023, the Company: 1. Has confirmed in writing that it has made the necessary arrangements to mitigate further Listing Rule Breaches; 2. Provided to ASX an undertaking that the Company will not issue any equity securities without security holder approval until 12 January 2024 unless the issue comes within an exception in Listing Rule 7.2; 3. May not ratify the issue, or agreement to issue, the excess 261,127,750 equity securities under Listing Rule 7.4, as ratification will not refresh the Company’s capacity to issue securities without security holder approval under Listing Rule 7.1, given ratification under Listing Rule 7.4 is only available where the securities are issued or agreed to be issued without breaching Listing Rule 7.1; and 4. Will make periodic disclosure concerning the abovementioned matters until 29 February 2024, including in its Half‑Year accounts for the six months ending 31 December 2023. The Company confirms that it remains in compliance with the above matters as required by ASX.
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