Impact Minerals Ltd Annual Report 2023 29 Directors’ Report continued ASX WAIVER The Company successfully applied for a waiver from Listing Rule 7.3.4 to the extent necessary to permit the Company to, in its notice of meeting (“Notice”) held on 1 August 2023, seek shareholder approval for the issue of: 1. up to 120,000,000 deferred consideration shares to the shareholders of Playa One Pty Ltd (“Vendors”) to be issued upon an announcement of a Preliminary Feasibility Study for the Lake Hope Project, which must occur within 2 years of shareholder approval i.e. 1 August 2025 (“Milestone 1”); and 2. up to 100,000,000 deferred consideration shares to the Vendors to be issued upon an announcement of a Definitive Feasibility Study for the Lake Hope Project, which must occur by 31 June 2026 (“Milestone 2”), (collectively, the ‘Deferred Consideration Securities’) not to state that the Deferred Consideration Securities will be issued no later than 3 months from the date of the shareholder meeting (‘Meeting’), on the following conditions: 3. The Deferred Consideration Securities are to be issued upon satisfaction of Milestone 1 and Milestone 2 (together, the “Milestones”) and within the time required by the Milestones. 4. The Milestones must not be varied. 5. The maximum number of Deferred Consideration Securities to be issued is capped as follows: – 120,000,000 Deferred Consideration Securities in relation to Milestone 1; – 100,000,000 Deferred Consideration Securities in relation to Milestone 2. 6. Adequate details regarding the dilutionary effect of the Deferred Consideration Securities on the Company’s capital structure is included in the Notice. 7. For any annual reporting period during which any of the Deferred Consideration Securities have been issued or any of them remain to be issued, the Company’s annual report sets out the number of Deferred Consideration Securities issued in that annual reporting period, the number of Deferred Consideration Securities that remain to be issued and the basis on which the Deferred Consideration Securities may be issued. 8. The Notice contains the full terms and conditions of the Deferred Consideration Securities as well as the conditions of this waiver. The Company confirms that for the annual reporting period ended on 30 June 2023 no Deferred Consideration Securities have been issued and that up to a maximum of 220,000,000 Deferred Consideration Securities remain to be issued (namely the 120,000,000 Milestone 1 Deferred Consideration Securities and the 100,000,000 Milestone 2 Deferred Consideration Securities). SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS Significant changes in the state of affairs of the Group during the financial year were as follows: – In May 2023, the Company raised $4,000,000 (before costs) via a placement of 333,333,333 shares at an issue price of 1.2 cents each to fund the Lake Hope Project. – The Company also exercised its option to proceed with the farm-in to earn an 80% interest in the Lake Hope Project. The Company also paid the Tranche One consideration for the exercise of the option i.e. 30,000,000 shares. EVENTS SINCE THE END OF THE FINANCIAL YEAR On 1 August 2023, the Company held an Extraordinary General Meeting where the following resolutions were passed: – Ratification of the prior issue of 72,205,583 Placement Shares; – Ratification of prior issue of 30,000,000 shares in relation to the option to earn an interest in the Lake Hope Project; – Approval to issue 20,000,000 shares and 30,000,000 options in relation to the option to earn an interest in the Lake Hope Project; – Approval to issue up to 120,000,000 shares to the vendors of the Lake Hope Project upon an announcement of a Preliminary Feasibility Study; and – Approval to issue up to 100,000,000 shares to the vendors of the Lake Hope Project upon an announcement of a Definitive Feasibility Study. On 16th August 2023 the Company announced that it had finalised revised terms for the sale of up to a 75% interest in the Company’s 100% owned Commonwealth Project to Burrendong Minerals Ltd, an unrelated public company. There has not arisen in the interval between the end of the financial year and the date of this report any other item, transaction or event of a material and unusual nature likely, in the opinion of the Directors, to affect significantly the operations, the results of those operations, or the state of affairs of the Group in future financial years.
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