Impact Minerals Limited
Annual Report 2018

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Excellence in Exploration . u a m o c . i s l a r e n m t c a p m i A N N UA L R EP O R T 2018 Impact Minerals Ltd | Annual Report 2018 1 2 Impact Minerals Ltd | Annual Report 2018 CONTENTS Corporate Directory Chairman’s Letter Review of Operations Financial Report Directors’ Report Auditor’s Independence Declaration Consolidated Statement of Profit or Loss Consolidated Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Consolidated Financial Statements Directors’ Declaration Auditor’s Report Additional Shareholder Information Tenement Schedule 04 05 06 31 32 46 47 48 49 50 51 88 89 90 93 Impact Minerals Ltd | Annual Report 2018 3 CORPORATE DIRECTORY DIRECTORS AUDITORS Peter Unsworth Michael Jones Paul Ingram Markus Elsasser Eamon Hannon Non-Executive Chairman Managing Director Non-Executive Director Non-Executive Director Non-Executive Director COMPANY SECRETARY Bernard Crawford REGISTERED OFFICE & PRINCIPAL PLACE OF BUSINESS 26 Richardson Street West Perth, WA 6005 Bentleys Audit and Corporate (WA) Pty Ltd London House Level 3, 216 St Georges Terrace Perth, WA 6000 SHARE REGISTRY Computershare Investor Services Pty Ltd Level 11, 172 St Georges Terrace Perth, WA 6000 Telephone: Facsimile: +61 (8) 9323 2000 +61 (8) 9323 2033 SECURITIES EXCHANGE LISTING Telephone: Facsimile: +61 (8) 6454 6666 +61 (8) 6314 6670 The Company is listed on the Australian Securities Exchange Ltd (“ASX”) Email: Web: info@impactminerals.com.au www.impactminerals.com.au Home Exchange: Perth, Western Australia ASX Code: IPT, IPTOA 4 Impact Minerals Ltd | Annual Report 2018 CHAIRMAN’S LETTER Dear Fellow Shareholder, It is my pleasure to present the Impact Mining Limited Annual Report for the year ended 30 June 2018. Over this period and continuing to date, your company has been very active both in terms of on-going exploration and also in commercial transactions on some of its projects. This work has yielded excellent results and demonstrated ability to increase the value of our projects via our exploration programmes. Two major drill programmes were completed at the Commonwealth Project and as we go to press results are coming in from the second programme as well as from drilling at the Clermont and Mulga Tank Projects where exploration was reinvigorated during the year. This work followed successful capital raisings in the second half of 2017. Three significant commercial transactions have also been completed. The Company staked new tenements in the Pilbara region of Western Australia during the “gold-rush” to that area following the discovery of conglomerate-hosted gold by Canadian company Novo Resources Corporation. Impact was able to sell these tenements at a significant premium for cash and shares to another Canadian company Pacton Gold Incorporated. In addition the company acquired an option and staked its own ground over another conglomerate hosted gold project in Queensland and this will be a focus for Impact during 2019. A joint venture was also agreed with BlueBird Battery Metals Corporation, also from Canada, for that company to farm into Impact’s Broken Hill project. The joint venture, which is still being finalised, will also include cash and share payments to Impact. On behalf of the Board, I would like to acknowledge the dedication and commitment of our first-class exploration team, who continue to work tirelessly to deliver significant results. I would also like to thank the communities in which we operate for their ongoing support and assistance. Peter Unsworth Chairman Impact Minerals Ltd | Annual Report 2018 5 REVIEW OF OPERATIONS Impact Minerals Limited is an Australian Exploration Company listed on the Australian Stock Exchange (ASX-IPT). The company is a project generator and developer and explores a portfolio of tenement holdings (~2,500 sq km) within major mining regions of Australia featuring significant potential for high-grade mineral deposits of gold, silver, lead, zinc, copper, cobalt, nickel and platinum group metals. The company has five active exploration projects, each containing multiple, high-grade mineral discoveries with active drill testing: Commonwealth Project: 903 sq km in the Lachlan Fold Belt in New South Wales prospective for volcanogenic massive sulphide deposits of gold, silver and base metals as well as porphyry copper-gold. Blackridge Project: 91 sq km covering Permian sedimentary rocks near Clermont in central Queensland and prospective for conglomerate-hosted gold deposits. Clermont Project: 70 sq km in the Anakie Inlier and also close to Clermont which is prospective for epithermal and quartz vein-hosted gold deposits. Mulga Tank Project: 694 sq km in the Yilgarn region of Western Australia prospective for nickel- copper-cobalt and gold deposits. Broken Hill Project: 718 sq km in the Broken Hill region prospective for silver-lead-zinc, nickel- copper- platinum group metals and copper-cobalt-gold deposits. This project recently became subject to an earn-in JV announced in July 2018 which will result in cash and share payments to Impact as well as exploration expenditure to advance the project. Corporately, with the continued support of our loyal shareholders, the Company has maintained a sound financial position from which to pursue its growth objectives. In addition following the sale of tenements staked in the Pilbara region of Western Australia, Impact has significant exposure to the emerging major discoveries of conglomerate-hosted gold mineralisation in the Pilbara region of Western Australia via 2.125M shares in a well-funded, TSX-listed, Canadian explorer, Pacton Gold Incorporated, that has an extensive land holding in that region. 6 Impact Minerals Ltd | Annual Report 2018 REVIEW OF OPERATIONS (CONTINUED) 1. COMMONWEALTH GOLD-SILVER-BASE METAL PROJECT (IPT 100%) The Commonwealth Project comprises 903 sq km of exploration licences centred about 100 km north of Orange, NSW. The exploration project is focused on the Lachlan Fold Belt, host to the Cadia Valley Mine (34 million ounces of gold and 5 million tonnes of copper reserves) and the historic Copper Hill Mine (1.5 million ounces of gold and 0.5 million tonnes of copper resources). Initial work by Impact in 2014 outlined a maiden Inferred Resource of 720,000 tonnes at 2.8 g/t gold and 48 g/t silver centred on historic underground workings at the Commonwealth Main Shaft prospect see below and ASX announcement 19th February 2015). Mineralisation extends over 400 metres of strike length, to a depth of 200 metres below surface and is up to 25 metres wide, and contains a high-grade core of massive sulphide mineralisation. Current exploration is focused on immediate extensions to the existing resources including: • The depth projection of the massive sulphide lens at Main Shaft beyond a very high grade drill intersection of 7 metres at 6.3 g/t gold, 496 g/t silver, 7.2% zinc, 2.9% lead, 0.2% copper and 9% barium from 91 metres in CMIPT031, along with strike and depth extensions of the Inferred Resource envelope (ASX June 16th 2016). • A new discovery at the Silica Hill prospect, 200 metres northeast of Main Shaft, where drill hole CMIPT046 intersected 41.3 metres at 2.0 g/t gold and 176 g/t silver from 61 metres down hole and CMIPT077 intersected 22.5 metres at 1.7 g/t gold and 276 g/t silver from 166.7 metres down hole (ASX February 13th 2018). • A new discovery at the Welcome Jack prospect, 1,200 metres east of Commonwealth Main Shaft, where CMIPT027 intersected 20 metres at 0.5 g/t gold, 27 g/t silver and 1.1% zinc (ASX June 30th 2016). • Regional-scale barium anomalism in government stream sediment sampling (ASX May 31 2017). Work this year continued to demonstrate the strong geological similarities between the mineralised system at Commonwealth-Silica Hill and the high-grade Eskay Creek Volcanogenic Massive Sulphide deposit in British Columbia, Canada (4 million ounces of gold and 180 million ounces of silver). The company recently increased its landholdings in NSW and continues to build its exploration model outwards from its existing prospects to target two types of deposits: • Volcanogenic Massive Sulphide e.g. Eskay Creek, Woodlawn Intrusive-Related Copper-Gold e.g. Cadia Valley, North Parkes • Impact concentrated the majority of its drilling activities at the Commonwealth Project during the year with sixteen diamond and fourteen holes completed. Drilling from June to November 2017 was designed to explore for extensions to high-grade gold-silver mineralisation discovered in mid-2016 by Impact at the Silica Hill prospect, to grow resources at Main Shaft and Commonwealth South resources and to initiate exploration at the Welcome Jack prospect (Figure 1). Following the receipt of very encouraging results, together with ongoing regional exploration data, drilling at Commonwealth recommenced in early July 2018 with the goal of finalising resource additions to the Commonwealth Main Shaft and Commonwealth South prospects and a maiden resource estimate for the Silica Hill prospect in 2019. Impact Minerals Ltd | Annual Report 2018 7 REVIEW OF OPERATIONS (CONTINUED) Figure 1. Geology and location of key prospects in the Commonwealth Project area. 8 Impact Minerals Ltd | Annual Report 2018 REVIEW OF OPERATIONS (CONTINUED) Silica Hill Prospect 2017-18 Drilling Results The robust and significant results delivered from Silica Hill continue to demonstrate the potential for bulk mining and to significantly increase the resources at the Commonwealth Project, which currently stand at 720,000 tonnes at 2.8 g/t gold, 48 g/t silver, 1.5% zinc and 0.6% lead (see below). Large areas of the Commonwealth mineral system still remain untested by drilling and it is evident that there is significant exploration upside in the area linked to a possible, large-scale, buried intrusion (Figure 2). Figure 2. Proposed exploration model for Commonwealth-Silica Hill-Welcome Jack. Impact Minerals Ltd | Annual Report 2018 9 REVIEW OF OPERATIONS (CONTINUED) Diamond drill hole CMIPT050 was drilled to test an Induced Polarisation conductor at depth below the massive sulphide lens at Main Shaft and intersected a broad zone of visible disseminated copper sulphide mineralisation (Figure 3) which assayed: 49 metres at 0.1% copper from 269 metres down hole (ASX July 20 2017). The source of the IP conductor remains somewhat unclear and a down hole EM survey is planned to confirm and expand the bulk-tonnage potential close to the near-surface high grade massive sulphide resource at Main Shaft. Figure 3. Cross section looking northwest from Main Shaft to Silica Hill. Three components to the mineralised system are evident: an upper zone of weakly mineralised gold-silver veins; a middle zone of high grade gold-silver +/- base metal veins; and a lower zone of massive sulphide and increasing copper-gold-silver at depth. RC Hole 56 intersected a deeper gold-silver rich zone and a shallower silver-rich zone similar to that observed in previous drill holes from Silica Hill. The deeper gold-silver rich zone has returned the highest grade gold intercept returned thus far from Silica Hill about 100 m below surface: 20 metres at 3.3 g/t gold and 53 g/t silver from 149 m down hole (ASX 20 July 2017). These new assays from Hole 56 are interpreted to be the northwest extension of, and materially better than, the gold-rich zone discovered by Impact in Hole 43 (68 metres at 0.5 g/t gold and 43 g/t silver from 99 metres). Close-spaced drilling completed to date has elucidated further important structural controls on high grade shoots as well as the broad vertical and lateral metal zonation within the stockwork vein system. East-west trending structures have now been identified as an important control on the high grade zones and shoots within the overall north east trending zone of mineralisation, and it has been shown that the entire vertical extent of the mineralised system has been preserved from an upper barren silica-pyrite zone that passes progressively down and laterally through low grade silver +/- gold veins; higher grade gold and silver veins; and a lower zinc-lead-copper zone containing “feeder veins” of massive base metal sulphides that also have high grade gold and silver in places. 10 Impact Minerals Ltd | Annual Report 2018 REVIEW OF OPERATIONS (CONTINUED) Hole CMIPT063 tested a modest north east extension of the mineralised zone and returned a 116 metre thick zone of veins from 57 metres down hole and comprised a lower 70 metre thick zone of silver and base metal-rich veins and an upper 40 metre thick zone of silver-rich veins. Figure 4. High grade “feeder vein” at 114.5 metres depth in Hole 63 containing silver, zinc, lead and copper with accessory molybdenum, antimony, tin and bismuth. The lower zone comprises veins of zinc, lead and copper sulphides that are up to a few centimetres thick and spaced every 50 cm to 1 metre down hole. There are thicker veins up to 20 cm thick in places (Figure 4). The nature of the veins and the unique metal assemblage are interpreted to be characteristic of the edges of a high grade “feeder zone” to the large mineralised system at Silica Hill. This is the first indication of this type of feeder vein at Silica Hill. Such feeder zones occur within gold-rich volcanogenic massive sulphide deposits (gold-rich VMS), a class of deposit only recognised within the past 20 years. The feeder zone at Silica Hill is interpreted to extend for a further 1,000 metres to the northeast and will be tesetd in future campaigns. The type-deposit of the gold-rich VMS systems is the well-known Eskay Creek deposit in British Columbia, Canada which was mined mostly during the early 2000’s and contained over 4 million ounces of gold and 180 million ounces of silver in numerous very gold and silver-rich ore shoots over a vertical extent of at least 700 metres. The upper silver rich zone in Hole CMIPT063 comprises veins of pyrite-arsenopyrite sulphide up to 5 cm thick that occur individually or as stockworks of veins in zones up to 25 cm thick and spaced every 30 cm or so down hole (Figure 5). Figure 5. Quartz-pyrite-arsenopyrite-silver vein and stockwork from 77 m depth in Hole 63. In addition the wallrock is mineralised in a few places places and is “flooded “ with so called “ruby silver” minerals (proustite and pyrargyrite) (Figure 6). Native silver may also be present (and as seen in previous drill holes). Impact Minerals Ltd | Annual Report 2018 11 REVIEW OF OPERATIONS (CONTINUED) Hole CMIPT063 assayed: 98 metres at 0.7 g/t gold and 53 g/t silver from 58 metres down hole (ASX September 21 2017). Diamond drill hvole CMIPT061 was drilled to test the north west extension of mineralisation and has intersected a 90 metre thick zone comprising an upper 30 metre thick zone of silver rich veins and a lower 60 metre thick zone of 50 ppm to 200 ppm molybdenum that occurs in narrow fractures and as fine grained disseminations in the rhyolite host rock. The upper silver rich quartz veins also contain visible ruby silver minerals in places (Figure 6) and returned 10 metres at 86 g/t silver. Figure 6. Quartz-ruby silver vein with pyrite and arsenopyrite from 55 m depth in Hole 61. RC hole CMIPT060 was drilled below CMIPT063 and failed to reach depth and ended in mineralisation at 88 metres. CMIPT060 intersected: 37 metres at 1.0 g/t gold and 31 g/t silver from 51 metres (ASX September 21st 2017). Drill holes CMIPT064 and 65 were drilled above failed hole CMIPT060 and also intersected stockworks of narrow veins (Figure 7). These holes were sampled at practical sample widths of about one metre and have returned significant widths of anomalous gold and silver assays. CMIPT064 returned 84 metres at 0.3 g/t gold and 18 g/t silver and CMIPT065 returned 62 metres at 0.5 g/t gold and 17 g/t silver (ASX September 21st 2017). The vein system at Silica Hill is now defined over 250 metres in length and is still open along trend and at depth. Drill hole CMIPT071 was completed to test below these strongly anomalous intercepts and to test the lower gold-rich zone and the down dip extension of the high grade base metal massive sulphide veins in CMIPT063. Figure 7. Examples of pyrite-arsenopyrite vein styles and orientations from Hole CMIPT64 from down hole depths shown. Similar veins are seen in Holes 65 and 66. All contain silver. 12 Impact Minerals Ltd | Annual Report 2018 REVIEW OF OPERATIONS (CONTINUED) An intial interpretation of these results combined with detailed logging of the diamond core, shows that the overall northeast trending corridor of mineralisation at Silica Hill is resolving into several mineralised domains related to east-west trending, steeply south dipping structures (Figure 3). The intersection of the east-west and northeast trending structures appears to be a strong control on the higher grade portions and shoots of the mineralised system. At least two east-west structures have been identified, each over at least 400 metres of strike and both open along trend and at depth. One structure occurs along the southern contact of the Silica Hill rhyolite and includes the high grade assays from Holes 43 and 11 (e.g. 23 metres at 1 g/t gold and 224 g/t silver including 0.9 metres at 2.4 g/t gold and 3,146 g/t silver). This southern mineralised structure has good grade and geological continuity over a strike extent of at least 200 metres and returned high grade gold and very high grade silver results within the north west trendng part of the zone. For example, diamond drill hole CMIPT077 returned an intercept of: 22.5 m at 1.7 g/t gold and 276 g/t silver from 166.7 metres down hole (ASX February 13th 2018). The northern mineralised zone, whilst of lower grade, also demonstrates very good continuity and returned a very thick intercept in RC drill hole CMIPT078 of: 117 metres at 0.3 g/t gold and 11 g/t silver from 74 metres down hole. (ASX February 13th 2018). The structure is also defined in part by extensive low grade molybdenum with lesser tin, a metal assemblage interpreted as further evidence that the mineralising fluids may be sourced from a late stage intrusive at depth. Further drilling will also test these structures along trend and at depth. The silver grades and minerals within the vein system discovered at Silica Hill are exceptional and confirm the unique nature of this deposit in Australia. The northern and southern structures are separated by a chemically distinct porphyry unit within the Silica Hill rhyolite. The porphyry is similar in composition to the porphyry unit at the Commonwealth deposit 150 metres to the west (Figure 8) which comprises a gold-silver rich base metal massive sulphide lens and veins and disseminations of gold and silver mineralisation. The change in orientation of the mineralised trend is associated with the chemically-distinct porphyry unit which separates the two mineralised structures at Silica Hill. This supports a common link between the two prospect areas and importantly indicates that this new porphyry unit could be the top of a pipe or sheet-like feature that extends to some depth. This is a key feature of the model previously proposed by Impact for the area which suggests the entire system may be underlain and be driven by a porphyry copper-gold similar to Cadia- Ridgeway and North Parkes (see Figure 4). Further drilling has recently been completed at Silica Hill and also Main Shaft-Commonwealth South and assays are awaited. Impact Minerals Ltd | Annual Report 2018 13 REVIEW OF OPERATIONS (CONTINUED) Figure 8. Silica Hill Prospect: Geology, drill hole locations and recent significant results. The mineralisation is open and large areas remain to be drill tested. Welcome Jack Drill and rock chip assays together with an interpretation of ground gravity data have identified the Welcome Jack Trend, located approximately one kilometre east of the Commonwealth-Silica Hill area as a prospective area for further discoveries (Figure 1). The new assay results demonstrate high grade gold and silver is associated with barite (barium sulphate) and linear zones of silicification over a strike length of more than 2,000 metres along the Trend. In the south, these zones occur around the margins of a diorite intrusion exposed at surface (Figure 9). 14 Impact Minerals Ltd | Annual Report 2018 REVIEW OF OPERATIONS (CONTINUED) Figure 9. Geology and key exploration results along the Welcome Jack Trend. Impact Minerals Ltd | Annual Report 2018 15 REVIEW OF OPERATIONS (CONTINUED) Key results achieved in 2017-2018 at Welcome Jack include: • Drill hole CMIPT053 was drilled under old gold workings at the Welcome Jack Prospect and returned: 2 metres at 5.7 g/t gold and 0.4% barium from 28 metres down hole (ASX June 30th 2016). • A rock chip sample taken 700 metres north of CMIPT053 returned: 17.0 g/t gold, 11 g/t silver and 0.34% barium (ASX April 13th 2018). This area has not been drilled. • At the Walls Mine 800 m to the south of Welcome Jack Mine, a 20 metre thick silver-gold zone was discovered in CMIPT027. New re-assays of two anomalous samples for barium within this zone returned: 1 m at 2.9 g/t gold, 144 g/t silver and 0.2% barium and 1 m at 1.0 g/t gold, 46 g/t silver and 0.8% barium within the thicker zone of 20 m at 0.5 g/t gold and 27 g/t silver from 55 metres (ASX April 13th 2018). • At the Stringers Mine located 500 metres further south of the Walls Prospect, rock chips returned up to 6.3 g/t gold and 120 g/t silver associated with massive barite with assays of up to 23.0% barium (ASX April 13th 2018). All of these results are associated with large and extensive gold-silver-barium-in-soil anomalies, which at Walls and Stringers occur around the margins of the diorite intrusion (Figure 9). Barite is intimately associated with the massive sulphide deposit at Main Shaft (Figure 1) where a key drill result from CMIPT031 recorded: 7 metres at 6.3 g/t gold, 496 g/t silver, 7.2% zinc, 2.9% lead and 9.0% barium from 91 metres (ASX April 13th 2018). Unfortunately, high levels of barium (>3,000 ppm) can only be assayed accurately at high levels by a costly X-Ray Fusion analysis. Accordingly barium assays are not done routinely on drill core and only selected samples, including those reported above, were chosen to ascertain the likely distribution of barium along the Welcome Jack Trend. Images of previously collected ground gravity data show that the diorite, and particularly the western half, is characterised by a gravity high (Figure 10). An outcrop of similar diorite is also associated with the edge of a gravity high at Welcome Jack and is also adjacent to one of the gold-silver-barium-in-soil anomalies. Extensive further drilling is required in this prospect area. 16 Impact Minerals Ltd | Annual Report 2018 REVIEW OF OPERATIONS (CONTINUED) Figure 10. Image of ground gravity data along the Welcome Jack Trend STATEMENT OF RESOURCES The Inferred Resource at Commonwealth was prepared in accordance with the JORC 2012 Code by independent resource consultants, Optiro. At a 0.5 g/t gold cut off the Inferred Resource is: Category Tonnes Au ppm Ag ppm Cu% Inferred 720,000 2.8 48 0.1 Pb% 0.6 Zn% 1.5 The resource, which is open along trend and at depth, contains both massive sulphide mineralisation at the Main Shaft prospect and disseminated, vein and lesser massive sulphide mineralisation at the Commonwealth South prospect. It extends from surface to an average depth of 90 m, has a strike length of 400 m and is up to 25 m thick. Impact Minerals Ltd | Annual Report 2018 17 REVIEW OF OPERATIONS (CONTINUED) A separate Inferred Mineral Resource (included within the overall resource) has also been calculated for the massive sulphide lens at Main Shaft alone to demonstrate the high grade nature of such deposits that are the principal target for Impact’s exploration programme. The Main Shaft Inferred Resource is: Category Tonnes Au ppm Ag ppm Inferred 145,000 4.3 142 Cu% 0.2 Pb% 1.7 Zn% 4.8 The Commonwealth deposit comprises two areas, Main Shaft and Commonwealth South. The mineralisation at Main Shaft comprises massive sulphide with high grade gold, silver, zinc, lead and copper mineralisation at the upper contact between a rhyolite unit and overlying volcanic sedimentary rocks. Mineralisation at Commonwealth South occurs at both the upper and lower contacts of the rhyolite and is dominated by 1-50 mm thick stringers and disseminations of sulphide, often associated with intense brecciation and faulting of the rhyolite. The Commonwealth Resource strike length is 400 m and it is open along trend in particular to the south. The mineralisation has been defined to a maximum depth of 150 m and is still open. Twenty one new holes were drilled by Impact in 2014. The total number of holes into the Commonwealth project is 108, comprising 49 reverse circulation (RC) holes, 45 diamond holes, 10 underground channel samples and four underground drill holes. Of these holes, 52 intersected the mineralisation wireframe and were used in the estimation. Although some of the holes are from previous explorers, Impact has twinned some of the higher grade intersections and these have largely confirmed the grades and widths. Quality control measures employed during Impact’s drill programme included the use of certified standards (1% of total sample population), field duplicates (2% of total sample population) and blanks (2% of total sample population). No previous quality assurance/quality control (QAQC) has been carried out at the Commonwealth Project. Analysis of the standards and blanks showed acceptable to good levels of accuracy in the assaying and little contamination. The duplicate samples matched the originals with a high degree of precision. The drill hole database was reviewed and validated by Optiro. Three-dimensional solid wireframes were constructed from sectional interpretations of the mineralisation using a nominal 0.5 g/t gold cut off grade. Drill hole intercepts were composited down-hole to 1 m lengths and gold, silver, copper, zinc, lead and arsenic grade estimation was carried out using ordinary kriging with hard boundaries. Three search passes, with increasing search distances and decreasing minimum sample numbers, were employed to fully inform the model. Less than 1% of blocks were not filled in the first three passes. Further estimation passes were run to assign mean grades to un-estimated blocks. The Commonwealth Mineral Resource estimate has been classified as an Inferred Mineral Resource in accordance with the guidelines of the Australasian Code for the Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code, 2012). Mineral Resources have been classified on the basis of confidence in geological and grade continuity, geological modelling confidence, grade continuity and limited QAQC. No Measured or Indicated Mineral Resources have been defined. The Mineral Resource estimate for the Commonwealth Project has been reported above a 0.5 ppm gold cut-off grade. The estimate has been depleted for previous historic mining. Grades have been reported as individual elements (gold, silver, zinc, lead and copper). 18 Impact Minerals Ltd | Annual Report 2018 REVIEW OF OPERATIONS (CONTINUED) 2. CLERMONT (IPT 100%) Impact holds 100% of EPM14116 near Clermont located in the southern part of the Drummond Basin in Central Queensland; a prolific epithermal gold-silver belt which hosts several world class gold deposits such as Pajingo (Vera-Nancy) (>5 Moz), Mt Leyshon (>3 Moz) and Mt Wright (>1 Moz) (Figure 11). Previous exploration by the Company and others in the project area has identified a mineralised system containing high-grade gold, silver and base metals along a 10 km long, northeast-trending fault structure with potential for epithermal gold-silver and porphyry copper-gold deposits. Exposure is limited to rubbly outcrops of breccia and vein quartz sub-cropping within black soil plains. Silica-pyrite-sericite alteration appears widespread and rock chip results along strike from quartz veins have returned values up to 4.5 g/t gold. Previous drill intercepts of interest include: 2 m at 13.7 g/t gold from 34 m in RRC11, 4 m at 1.1 g/t gold from 18 m, and 2 m at 2.5 g/t gold from 42 m in RRC09, 2 m at 6.3 g/t gold, 9.7 g/t silver, 0.3% lead and 0.1% zinc from 141 m in RERC030, 4 m at 1.7 g/t gold, 113 g/t silver, 0.6% copper, 0.6% lead and 0.4% zinc from 73 m in RERC031, and 4 m at 1 g/t gold, 18.4 g/t silver, 0.1% copper, 0.3% lead and 0.1% zinc from 116 m in RERC032 (ASX August 1st 2018). A large east-trending sericite-pyrite alteration zone measuring at least 1,500 m by 300 m in dimension, has been mapped along the northern margin of the Retreat Granite at the southern end of the fault zone. It is possible that there is a transition from precious and base metal epithermal-style vein mineralisation in the northeast towards lower grade, bulk tonnage porphyry- style mineralisation in the southwest. Grab samples returned encouraging assays of up to: 26 g/t silver, 370 ppm molybdenum and 2.7% lead in separate granite samples; and 98.7 g/t silver, 130ppm molybdenum and 4.8% lead and 0.16% zinc in laminated and bladed-textured gossanous quartz veins within sericite altered granite. Impact Minerals Ltd | Annual Report 2018 19 REVIEW OF OPERATIONS (CONTINUED) During the year a new gradient array Induced Polarisation (IP) survey identified multiple coherent northeast trending linear resistivity anomalies that coincide in part with numerous outcrops of gold bearing quartz veins along the mineralised fault system. The resistivity data suggests that the quartz veins extend over a strike length of at least 6,000 metres (Figure 12). A total of 98 rock chip samples taken from variably gossanous quartz veins over the 6,000 metres of strike returned assays of up to 8.1 g/t gold (Figure 12) with 35 samples returning assays of more than 0.1 g/t gold and 10 returning assays greater than 1 g/t gold (ASX August 1st 2018). A review of an MMI soil geochemistry survey completed by now wholly-owned subsidiary Invictus Gold Limited in 2012 showed that the linear resistivity anomalies are concident with elevated gold, silver and lead in soil values as well as elevated copper to the north and zinc to the east (Figure 12). The IP data together with the soil and rock chip geochemistry data have been used together with previous drilling data where appropriate to identify five priority areas for drilling as follows. 1. Retro X: This target is a strong, linear 1.6 km long resistivity anomaly that trends north northeast and is coincident with elevated gold+silver+copper and lead-in-soil anomalies. Outcrops of gossanous quartz veins occur over the entire strike length and returned rock chip assays of up to 9.7 g/t gold and 63 g/t silver (2 ounces). Previous drilling along the Retro X trend returned drill results of up to 8 m at 16 g/t gold and 143 g/t silver (4.6 ounces) from 8 m down hole in Hole RERC001. 2. Carramah: This target is a prominent “S-shaped” 1 km long resistivity anomaly that trends north northeast and is located 500 metres west of and subparallel to the Retro X trend. There are no soil samples in this area and it has not been drill tested. 3. Snakegrass: This target comprises a series of strong, subparallel north northeast trending resistivity anomalies extending for over 2 km of strike and branching in places. The resistivity anomalies are coincident with elevated gold and silver-in-soil values to the north with a transition to zinc-and lead-in-soil anomalies toward the southern end. The area has not been drill tested. 4. Rosewood: This target is a prominent northeast trending linear resistivity anomaly 1.2 km long with coincident elevated gold-silver-copper- and lead-in-soil values. Well defined zones of gossanous quartz veins up to 2 m thick associated with a shear zone occur in places associated with the IP anomaly. Rock chip assays along the trend returned up to 5.4 g/t gold and 75 g/t silver (3 ounces). The main anomaly has not been drilled. 5. Retro North: This target is an extension of the Rosewood resistivity anomaly that extends a further 1.6 km to the north northeast. Soil sampling has not been conducted in this area however multiple quartz veins are observed at surface over the entire strike length. Rock chip assays range from 1.4 g/t gold to the south up to 4.5 g/t gold to the north where the veins become thicker and more gossanous. Previous drilling returned up to 2 m at 13.7 g/t gold from 34 metres in Hole RRC011. In addition, the resistivity data suggests at least 3 other parallel splays occur in an area of poor outcrop to the east over a further 1.4 strike kilometres. Drill testing of the five target areas has recently been completed with assays awaited. 20 Impact Minerals Ltd | Annual Report 2018 REVIEW OF OPERATIONS (CONTINUED) Figure 11. Location of the Clermont Project in the Drummond Basin, central Queensland. Impact Minerals Ltd | Annual Report 2018 21 REVIEW OF OPERATIONS (CONTINUED) Figure 12. Image showing the resisitivity results of the gradient array IP survey at Clermont. The warmer colours are areas of high resisitivity and are likely to be quartz veins. Also shown are the five drill targets and previous relevant drill results. 22 Impact Minerals Ltd | Annual Report 2018 REVIEW OF OPERATIONS (CONTINUED) 3. BLACKRIDGE PROJECT (IPT 100% and option to acquire 95%) In May 2018 Impact acquired an option from Rock Solid Holdings Pty Ltd, an unrelated private company, to purchase a 95% interest in one exploration permit (EPM 26066) and four mining lease applications (ML 100158, 59, 60 and 61) that cover the Blackridge and Springs gold mining camps which were discovered as part of an early gold rush north of Clermont commencing in about 1862 (Figures 11 and 13 and ASX May 29th 2018). Figure 13. Location and geology of the Blackridge Project. The nuggets in Figure 15 owned by the project vendor come from an area of about 2 sq km centred on the Daintree shaft. The Blackridge gold mining camp was discovered as part of an early gold rush north of Clermont commencing in about 1862. Recorded production from the Blackridge area from 1879 to the early 1900’s is reported by the Geological Survey/Department of Mines in Queensland to be at least 185,000 ounces of gold. Virtually all of this gold has come from within the licences optioned by Impact or within the Company’s new exploration licence application. Further discoveries were made in the Clermont region including the Springs field in the 1930’s and the total production from conglomerates in the region is estimated by the Survey to be more than 300,000 ounces of gold. Visible gold is mostly hosted in basal conglomerates of Permian sedimentary basins including the mined coal measures that unconformably overlie the Anakie metamorphic rocks of Middle Ordovician age and older. Figure 14 shows examples of the nature of the gold nuggets from the project area (ASX May 29th 2018). Impact Minerals Ltd | Annual Report 2018 23 REVIEW OF OPERATIONS (CONTINUED) Average mining grades at Blackridge were between 10 g/t and 20 g/t gold with higher grades of up to 10 ounces per tonne (320 g/t) gold in places, for example at the Bantam shaft (Figure 15) as recorded by Lionel Ball of the Geological Survey of Queensland. Ball completed detailed studies of the gold field at Blackridge in a report published in 1905 (Geological Survey of Queensland Publication No. 201 : publically available). Impact has identified up to 23 kilometres of strike of the prospective basal conglomerate on its Exploration Permits. Previous drilling demonstrates gold-bearing conglomerates and black shale beds at 100 metres below surface two kilometres down dip and beyond old workings. Previous exploration may have underestimated the nugget effect and Impact intends to conduct bulk sampling programmes to determine further development potential. Figure 14. Gold nuggets recovered from weathered conglomerate at the Blackridge Gold Project. The nuggets in the first two pictures come from numerous shafts and are owned by the project vendor. The other nuggets were panned by Impact close to the Hard Hill Shaft (Figure 14). The steel end of the pen is about 2 cm long. The nuggets have not been weighed. Figure 15. Section from the base of the Bantam shaft at Blackridge (Ball, 1905 GSQ P201) 24 Impact Minerals Ltd | Annual Report 2018 REVIEW OF OPERATIONS (CONTINUED) Figure 15 is a coloured reproduction of a figure from Ball’s report showing the distribution of gold within the basal six feet (1.8 metres) of sedimentary rock at the Bantam shaft at depth of about 50 metres below surface. There are high grades of gold throughout the sequence with very high grades of up to 10 ounces per tonne in the basal conglomerate “wash” which also contains narrow units of black shale. Of note, gold has also been reported in places from the overlying Permian coal beds including Blackridge and also including the fly ash from nearby Blair Athol coal mine. However these occurrences have not been systematically evaluated. Previous Modern Exploration at Blackridge Extensive exploration occurred at Blackridge in the late 1980’s and early 2000’s but with little completed since that time. The most comprehensive exploration work was completed by Denison Resources Limited (Herbert, 1989: Geology and Gold Potential, Blackridge, Clermont, Queensland #CR20347) and included extensive RC drilling, opening up of some of the underground workings, bulk testing, mineralogy, geochemistry and isotope analysis. A key outcome of Denison’s work is that the gold may be related to a delicate interplay between sedimentary and hydrothermal processes. Figure 14 shows that many of the nuggets have water and or wind worn edges to them and these are clearly transported clasts. They are similar in some respects, although generally smaller than, some of the nuggets from the major gold discovery in conglomerates in the Pilbara region of Western Australia discovered by Novo resources Corporation and Artemis Resources Limited. However Denison also presented evidence of hydrothermal alteration throughout the lower sedimentary pile and this may have played a role in the formation of some of the gold. Impact is now undertaking a synthesis and review of this and other previous exploration data (ASX May 29th 2018). There are initial indications that there may be a significant nugget effect in previous exploration drilling results which may have potentially led to an underestimate of the gold present in the sedimentary units there. Work by Novo Resources in the Pilbara has demonstrated an extreme nugget effect associated with the conglomerate-hosted gold in that region and indeed exploration is more akin to diamond exploration with a requirement for very large bulk samples (currently in excess of several tonnes). Accordingly it is possible that higher grades may be delineated with an appropriate sampling methodology. Many of these procedures are currently being developed by Novo Resources in the Pilbara with good success. Refining sampling and drilling techniques at depth will be the key to successfully delineating significant gold resources at the Blackridge Project. Exploration Potential Along Strike In addition to the option to acquire Exploration Permit 26066 (9.6 km2) and four mining lease applications ML’s 100158, 59, 60 & 61 (2.7 km2) at Blackridge, Impact has lodged Exploration Permit /Application 26806 that covers a further 79 sq km over the Springs gold mining area and extensions to the conglomerate channel beneath recent sand and gravel and Tertiary basalt along strike to the southeast. Impact Minerals Ltd | Annual Report 2018 25 REVIEW OF OPERATIONS (CONTINUED) This tenement holding now covers at least 23 strike kilometres of Permian basins with the highly prospective gold-rich basal unconformity interpreted to be preserved at depth over at least 37 square kilometres. Most of this area has never been drilled. Next Steps at Blackridge The review and synthesis of previous exploration data at Blackridge is on-going. In addition compilation of previous production data and historical maps from the early 1900’s is in progress to more accurately assess the likely positions of the richer portions and palaeochannels of the Blackridge gold field. Once complete, areas will be selected for detailed mapping and bulk sampling. 4. MULGA TANK NI-CU-PGE PROJECT (100% IPT) Impact owns thirteen granted exploration licences and one application, located 200 km east of Kalgoorlie, WA, that cover 694 sq km of the Minigwal greenstone belt in the southeast Yilgarn Craton (Figure 16). Impact has identified three styles of high tenor nickel and copper sulphide mineralisation within the Mulga Tank Dunite and surrounding rocks in its maiden drill programme at the project (see announcement 29th January 2014). • High grade veins in the basal adcumulate layer of the Mulga Tank Dunite with drill results of: 0.25 m at 3.80% nickel, 0.70% copper and 0.70 g/t PGE and 0.30 m at 0.70% nickel; • High grade nickel sulphide in multiple komatiites within a flow channel featuring drill results of: 0.75 m at 0.85% nickel, 0.35% copper and 0.28 g/t PGE, and; • Disseminated nickel in the Mulga Tank Dunite with drill results of 115 m at 0.30% nickel, 21 m at 0.40% nickel and 59 m at 0.30% nickel. The style of mineralisation and the nature of the ultramafic rocks are similar to those that host the significant nickel deposits elsewhere in the Yilgarn Craton, for example, Perseverance (45 Mt at 2.0% Ni), Rocky’s Reward (9.6 Mt at 2.4% Ni) and Mt Keith (>2 Mt contained nickel). Impact’s exploration programmes over the past few years for nickel and gold have continued with the completion of three major geophysical and geochemical surveys: airborne magnetic and radiometric survey covering much of the project area; an innovative combined ground gravity, EM and airborne electrical survey (HeliSAM) over the Panhandle and Mulga Tank Dunite prospects; plus 2,500 soil samples for geochemistry. This new data has greatly improved the geological understanding of the entire project area and in particular over the Mulga Tank Dunite where individual geological layers can now for the first time be mapped out beneath up to 50 metres of sand cover. A reconnaissance aircore drill programme commenced in August 2018 to test 5 targets for gold mineralisation and 3 targets for nickel-copper-cobalt mineralisation identified from the geophysical and geochemical data together with anomalous drill results from previous explorers and work completed by Impact. Two of the five gold targets being drilled are conceptual analogues for Gruyere-style gold mineralisation (5 million ounce gold resource in quartz veins at Gruyere within a layer-parallel granite intrusion Figure 15). The other three gold targets occur over notable deflections in structures and with evidence of anomalous gold from previous explorers. The three nickel targets have been identified as prospective for komatiite and dunite-hosted nickel sulphide mineralisation. 26 Impact Minerals Ltd | Annual Report 2018 REVIEW OF OPERATIONS (CONTINUED) The aircore programme is designed to test for gold and nickel dispersion along the unconformity between the basement and younger cover of sand and alluvium as well as testing for primary mineralisation in the fresh bedrock. Figure 16. Location of the Mulga Tank Project. The project covers most of the southern Minigwal greenstone belt. Impact Minerals Ltd | Annual Report 2018 27 REVIEW OF OPERATIONS (CONTINUED) 4. BROKEN HILL PROJECT (IPT 100%) The Broken Hill Project comprises 727 sq km of exploration licences located southeast of Broken Hill, NSW and is prospective for: nickel-copper-cobalt-PGE mineralisation associated with ultramafic rocks; zinc-lead-silver mineralisation hosted by metasedimentary rocks and amphibolite (Broken Hill style); and pyrite-cobalt deposits similar to Thackaringa (72Mt at 852ppm cobalt, 9.3% sulphur & 10% iron (Figure 17). Since initially acquiring the project in 2013, Impact has reported several significant high grade drill results from at least three individual prospects. At the Red Hill prospect 500 tonnes of ore was mined from Red Hill between 1906 and 1937 and face samples of old workings assayed from 2% to 4% copper, 2% to 3% nickel, 5g/t to 41g/t PGE and 22g/t to 70g/t silver. Impact drill hole RHD012 recorded a bonanza drill intersection of 3.5 metres at 5 g/t platinum, 6 g/t gold, 144 g/t palladium, 2.9% nickel, 2.3% copper, 0.2% cobalt and 14.5 g/t silver in heavy matrix sulphide. RHDH001 intersected 1.9 m at 0.1% cobalt, 2.0% copper, 1.2% nickel, 1.1 g/t platinum, 3.4 g/t palladium, 0.2 g/t gold and 15 g/t silver from 53.7 metres down hole (ASX 23rd October 2015) and RHDH006 intersected 5.2 m at 0.06% cobalt, 1.1% copper, 1.6% nickel, 0.2 g/t gold, 3.9 g/t palladium and 0.8 g/t platinum from 54.2 metres down hole. The Platinum Springs prospect features high-grade, massive nickel-copper-PGE sulphides with drill hole PSD02 intersecting 2.75 metres at 3.5 g/t platinum, 7 g/t palladium, 0.4 g/t gold, 2% copper, 1.9% nickel, 0.03% cobalt and 11.6 g/t silver from 55 metres down hole (ASX February 3rd 2016). The Dora East prospect represents a new discovery of high grade zinc-lead-silver mineralization with RHD018 intersecting 5.1 metres at 10% zinc, 0.8% lead, 40.4 g/t silver from 148.4 metres in massive and disseminated sulphides (ASX February 19th 2016). Recent detailed mapping and interpretation of geophysical data by Impact indicates that Dora East may form within a large fold structure in a similar fashion to lodes at Broken Hill. In 2016 Impact re-negotiated an associated JV with Silver City Minerals for Broken Hill-style mineralisation which entitles Impact to 100% of the PGE-copper-nickel mineralisation and 80% of Broken Hill-style zinc- lead-silver mineralisation within EL7390. In July 2018 Impact announced a JV with BlueBird Battery Metals Inc (TSX:V BATT) for BlueBird to farm in to Impact’s Broken Hill Project (ASX July 11th 2018). Final paperwork and details of the transaction are being negotiated. However the principal agreed terms of the Bluebird Battery Metals joint venture are: • • A non-refundable payment of CAD$25,000 cash (completed). `A cash payment of CAD$125,000 and the issue of 5,250,000 shares (Tranche 1) at a deemed price of CAD$0.40 (Tranche 1 price) in BlueBird on the later of the signing of a Definitive Agreement (DA) or the approval of the transaction by the TSX Venture Exchange. The Definitive Agreement is to be completed within 45 days of signing of the LOI. • On-ground exploration expenditures totaling CAD$2.25 million as follows: - A minimum of CAD$500,000 within one year of signing the DA (Year 1). - A further CAD$750,000 by the end of Year 2. - A further CAD$1.00 million by the end of Year 3. • The issue of a further $500,000 of shares in Bluebird at a price equivalent to the 30 VWAP at the time of issue of the shares. - CAD$125,000 in shares prior to the end of Year 1. - CAD$125,000 in shares prior to the end of Year 2. - CAD$250,000 in shares prior to the end of Year 3. 28 Impact Minerals Ltd | Annual Report 2018 REVIEW OF OPERATIONS (CONTINUED) Figure 17. Image of airborne magnetic data over the Broken Hill region showing Impact’s Exploration Licences. Impact Minerals Ltd | Annual Report 2018 29 REVIEW OF OPERATIONS (CONTINUED) 6. PILBARA GOLD PROJECT In early August 2017, Impact applied for seven new 100% owned Exploration Licences covering 1,100 sq km of ground prospective for Witwatersrand-style conglomerate-hosted gold in the Pilbara region of Western Australia. This followed a review of the discovery of gold in conglomerates at the base of the Fortescue Group by Artemis Resources Limited and the subsequent joint venture with Novo Resources Corporation. This work indicated a significant breakthrough had been made in the search for Witwatersrand-style gold in the Pilbara and Impact immediately applied for available ground considered prospective for this style of deposit. Following an approach by Pacton Gold Inc, a company listed on the Toronto Venture Exchange (TSX:V), Impact agreed to sell 100% of its interests in the new properties for CAD$350,000 and 2,125,000 common shares in Pacton. This deal has now reached completion. COMPETENT PERSON’S STATEMENT Exploration Results The review of exploration activities and results 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. Impact Minerals confirms that it is not aware of any new information or data that materially affects the information included in the previous market announcements referred to and in the case of mineral resource estimates, that all material assumptions and technical parameters underpinning the estimates continue to apply and have not materially changed. Mineral Resources The information in this report which relates to Mineral Resources is based upon information compiled by Mr Ian Glacken, who is a Fellow of the Australasian Institute of Mining and Metallurgy. Mr Glacken is an employee of Optiro Pty Ltd and has sufficient experience which is 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 Glacken consents to disclosure of the information in this report in the form and context in which it appears. FORWARD LOOKING STATEMENTS This document may contain certain forward-looking statements. Forward-looking statements include, but are not limited to statements concerning Impact Minerals Limited’s (Impact’s) current expectations, estimates and projections about the industry in which Impact operates, and beliefs and assumptions regarding Impact’s future performance. When used in this document, words such as “anticipates”, “could”, “plans”, “estimates”, “expects”, “seeks”, “intends”, “may”, “potential”, “should”, and similar expressions are forward-looking statements. Although Impact believes that its expectations reflected in these forward- looking statements are reasonable, such statements are subject to known and unknown risks, uncertainties and other factors, some of which are beyond the control of Impact and no assurance can be given that actual results will be consistent with these forward-looking statements. Actual values, results or events may be materially different to those expressed or implied in this document. Given these uncertainties, recipients are cautioned not to place reliance on forward- looking statements. Any forward-looking statements in this document speak only at the date of issue of this document. Subject to any continuing obligations under applicable law and the ASX Listing Rules, Impact does not undertake any obligation to update or revise any information or any of the forward- looking statements in this document or any changes in events, conditions or circumstances on which any such forward-looking statement is based. 30 Impact Minerals Ltd | Annual Report 2018 FINANCIAL REPORT CONTENTS DIRECTORS’ REPORT AUDITOR’S INDEPENDENCE DECLARATION CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2018 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2018 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2018 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2018 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 DIRECTORS’ DECLARATION INDEPENDENT AUDITOR’S REPORT 32 46 47 48 49 50 51 88 89 Impact Minerals Ltd | Annual Report 2018 31 DIRECTORS’ REPORT Your Directors present their report on the consolidated entity consisting of Impact Minerals Limited and its subsidiaries at the end of the year ended 30 June 2018. Throughout the report, the consolidated entity is referred to as the Group. DIRECTORS The following persons were Directors of Impact Minerals Limited during the whole of the financial year and up to the date of this report unless noted otherwise: • Peter Unsworth • Michael Jones • Paul Ingram • Markus Elsasser • Eamon Hannon (appointed 30 November 2017) • Felicity Gooding (resigned 30 November 2017) PRINCIPAL ACTIVITIES The principal activity of the Group during the financial year was exploration for deposits of nickel, gold, copper and platinum group elements. FINANCIAL RESULTS The consolidated loss of the Group after providing for income tax for the year ended 30 June 2018 was $812,796 (2017: $721,564). DIVIDENDS No dividends have been paid or declared since the start of the financial year. No recommendation for the payment of a dividend has been made by the Directors. OPERATIONS AND FINANCIAL REVIEW Activity during the 2018 financial year occurred across Impact’s portfolio with both technical and commercial success. Two major drill programmes were undertaken at the 100% owned Commonwealth Project centred about 100 km north of Orange in NSW, with the second programme recently completed. Drilling has focussed on extending the high grade mineralisation found previously at the Main Shaft, Commonwealth South and Silica Hill Prospects. Two 5km-long trends within Impact’s extensive ground holdings of 1,000 km2 in the area, were previously identified as prospective for high grade gold and silver deposits similar to Commonwealth- Silica Hill mineralisation. Detailed studies by Impact have shown strong similarities to the well-known Eskay Creek deposit in Canada (4 million ounces of gold and 150 million ounces of silver). There is also potential for the discovery of a porphyry copper-gold system at depth below Silica Hill. At the 100% owned Clermont project in central Queensland exploration was reinvigorated with the completion of an IP survey which identified a 6 km trend of quartz veins. Five targets with combined geophysical and geochemical anomalies were identified and a drill programme to test them was recently completed. Results are awaited. 32 Impact Minerals Ltd | Annual Report 2018 DIRECTORS’ REPORT (CONTINUED) During the year Impact also staked new licences in the Pilbara region of WA prospective for conglomerate-hosted gold and following the mini-gold rush in the region in mid-2017. In September 2018 the licences were sold to Pacton Gold Inc, a TSX:V listed company for CAD$350,000 cash and 2,125,000 shares in Pacton. Impact also staked one new Exploration Permit and obtained an option over a number of licences at the Blackridge Project in central Queensland also prospective for conglomerate-hosted gold. This project will be a key focus for the Company in 2018-2019. A joint venture with TSX:V-listed BlueBird Battery Metals Corp. on Impact’s 100% owned Broken Hill project was also announced. A Definitive Agreement for the joint venture is currently being finalised. BlueBird will expend $2.25 million over 3 years and also issue 5,150,000 shares in BlueBird to earn 75%. A further CAD$500,000 in BlueBird shares will also be due in staged payments over the 3 years of the agreement. At the 100% owned Mulga Tank Project in WA 7 priority gold and nickel targets were identified for first pass drilling. This programme has recently been completed and results are awaited. Exploration and evaluation costs totalling $228,353 (2017: $101,406) were expensed during the year in accordance with the Group’s accounting policy. The expensed exploration and evaluation costs for the year ended 30 June 2018 primarily comprise business development activities on potential new projects. As at 30 June 2018, the Group had net assets of $19,522,107 (2017: $12,248,077) including cash and cash equivalents of $3,514,002 (2017: $1,917,206). 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. Impact Minerals confirms that it is not aware of any new information or data that materially affects the information included in previous market announcements and in the case of mineral resource estimates, that all material assumptions and technical parameters underpinning the estimates continue to apply and have not materially changed. 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 September 2017 the Company raised $2,927,429 (before costs) via a Shortfall Offer to the May 2017 Share Purchase Plan. The issue was under the same terms as the Share Purchase Plan with the issue of 162,634,949 new shares at an issue price of 1.8 cents each together with three free attaching listed options exercisable at $0.04 on or before 15 June 2020 for every two new shares subscribed for (243,952,410 Listed Options). Impact Minerals Ltd | Annual Report 2018 33 DIRECTORS’ REPORT (CONTINUED) • • • In November 2017, the Company raised $2,499,211 (before costs) via a placement. The Company issued 124,960,556 new shares at an issue price of 2 cents each together with one free attaching listed option exercisable at $0.04 on or before 15 June 2020 for every share subscribed for (124,960,556 Listed Options). In December 2017, the Company raised $862,500 (before costs) via a placement. The Company issued 37,500,000 new shares at an issue price of 2.3 cents each together with one free attaching listed option exercisable at $0.04 on or before 15 June 2020 for every share subscribed for (37,500,000 Listed Options). In February 2018 Squadron Resources Pty Ltd (Squadron) elected to convert the $2,000,000 of Convertible Notes (Notes) that it held in the Company into shares. Pursuant to the terms of the Notes, Squadron converted the Notes into the Company’s shares at a conversion price of 1.35 cents, being the lower of 2.1 cents per share or 80% of the 30 day Volume Weighted Average Price prior to the date of the Conversion Notice. Accordingly 148,148,148 shares were issued to Squadron on conversion of the Notes. EVENTS SINCE THE END OF THE FINANCIAL YEAR In July 2018 the Company announced that it had signed a binding Letter of Intent (LOI) to joint venture its Broken Hill project with TSX Venture exchange-listed BlueBird Battery Metals Incorporated (Bluebird) (TSX:V BATT). Under the terms of the farm-in Bluebird has the right to earn a 75% interest in the five Exploration Licences that comprise the Company’s Broken Hill project by the payment of cash, shares and exploration on-ground expenditure (Refer IPT ASX release dated 11 July 2018 and 1 August 2018). In September 2018 the Company completed the sale of its 7 Pilbara licences to Pacton Gold Inc. (Refer to Note 22 for further details.) Other than the above, there has not arisen in the interval between the end of the financial year and the date of this report any 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. LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS The Directors are not aware of any developments that might have a significant effect on the operations of the Group in subsequent financial years not already disclosed in this report. ENVIRONMENTAL REGULATION The Group is subject to significant environmental regulation in respect of its exploration activities. Tenements in Western Australia, New South Wales and Queensland are granted subject to adherence to environmental conditions with strict controls on clearing, including a prohibition on the use of mechanised equipment or development without the approval of the relevant government agencies, and with rehabilitation required on completion of exploration activities. These regulations are controlled by the Department of Mines and Petroleum (Western Australia), the Department of Industry, Resources and Energy (New South Wales) and the Department of Natural Resources and Mines (Queensland). Impact Minerals Limited conducts its exploration activities in an environmentally sensitive manner and the Group is not aware of any breach of statutory conditions or obligations. 34 Impact Minerals Ltd | Annual Report 2018 DIRECTORS’ REPORT (CONTINUED) Greenhouse gas and energy data reporting requirements The Directors have considered compliance with both the Energy Efficiency Opportunity Act 2006 and the National Greenhouse and Energy Reporting Act 2007 which requires entities to report annual greenhouse gas emissions and energy use. The Directors have assessed that there are no current reporting requirements for the year ended 30 June 2018, however reporting requirements may change in the future. INFORMATION ON DIRECTORS Peter Unsworth B.Com (Non-Executive Chairman), Director since 28 April 2006 Experience and expertise Mr Unsworth, formerly a chartered accountant, has more than 35 years’ experience in the corporate finance, investment, and securities industries and has a wealth of management experience with both public and private companies. A former Executive Director with a leading Western Australian stockbroking company, Mr Unsworth has been a Director of a number of public exploration and mining companies. He is a Director of the Western Australian Government owned Gold Corporation (operator of The Perth Mint), having previously been a Director and Chairman from 1996 to 2008. Other current directorships Stealth Global Holdings Limited Former directorships in last three years None Special responsibilities Chair of the Board Interests in shares and options Ordinary shares – Impact Minerals Limited Listed options – Impact Minerals Limited Unlisted options – Impact Minerals Limited 15,994,098 3,333,335 8,000,000 Impact Minerals Ltd | Annual Report 2018 35 DIRECTORS’ REPORT (CONTINUED) Michael Jones PhD, MAIG (Managing Director), Director since 31 March 2006 Experience and expertise Dr Jones completed undergraduate and post-graduate studies in Mining and Exploration Geology at Imperial College, London. His PhD work on gold mineralisation saw him move to Western Australia in 1988 to work for Western Mining Corporation exploring for gold and nickel deposits in the Yilgarn. From 1994, he consulted to the exploration and mining industry specialising in the integration of geological field mapping and the interpretation of geochemical, geophysical and remotely sensed data for target generation. Dr Jones has worked on over 80 projects both in Greenfields and near mine exploration in a wide variety of mineralised terrains and was the founding Director of Lithofire Consulting Geologists in Perth, Australia. He was also the team leader during the discovery of a significant gold deposit at the Higginsville Mining Centre, near Kalgoorlie and an iron ore deposit near Newman, both in Western Australia. Other current directorships Former directorships in last three years None None Special responsibilities Managing Director Interests in shares and options Ordinary shares – Impact Minerals Limited Listed options – Impact Minerals Limited Unlisted options – Impact Minerals Limited 7,715,052 1,250,0001 20,000,000 Paul Ingram B.AppSc, AIMM, MICA (Non-Executive Director), Director since 27 September 2009 Experience and expertise Mr Ingram is a geologist with extensive experience in managing major mineral exploration programs for several publicly listed companies and has been involved in the mining sector for over forty years. He has designed and implemented innovative techniques for exploration in remote areas and has managed projects in countries throughout Australia and east Asia. Other current directorships Former directorships in last three years A-Cap Resources Limited (Director since June 2009) Consolidated Global Investments Limited (Director since September 2006) Australian Pacific Coal Limited (resigned 30 October 2015) Special responsibilities None Interests in shares and options Ordinary shares – Impact Minerals Limited Unlisted options – Impact Minerals Limited 580,680 4,000,000 36 Impact Minerals Ltd | Annual Report 2018 DIRECTORS’ REPORT (CONTINUED) Markus Elsasser PhD (Non-Executive Director), Director since 9 August 2012 Experience and expertise Dr Markus Elsasser is a German financier and investor in the mineral resources industry. He is Head of the Elsasser family office ‘M. Elsasser & Cie AG 1971’ in Dusseldorf, Germany. Dr Elsasser has previously been Director of Finance at the Dow Chemical Company in Germany. He has extensive General Management experience with former appointments as Managing Director in Australia and Singapore in the chemical and food industries. Other current directorships None Former directorships in last three years Stellar Resources Limited (resigned 3 February 2016) Special responsibilities None Interests in shares and options Ordinary shares – Impact Minerals Limited Unlisted options – Impact Minerals Limited 23,310,402 4,000,000 Eamon Hannon B.Sc (Geol) (Non-Executive Director), Director since 30 November 2017 Experience and expertise Mr Hannon is a Director of Squadron Resources, a geologist and Fellow of the AusIMM and has a wealth of experience within the minerals industry from grass roots exploration through to project development. Mr Hannon is currently Managing Director of Buxton Resources Limited (ASX:BUX). Mr Hannon has also previously worked for Fortescue Metals Group (ASX: FMG) from early 2004 to late 2012 in the role of Director, Exploration and Evaluation. During that period he led the teams to delineate in excess of 10 billion tons of iron ore resources and greater than 1 billion tons of iron ore reserves. With over 20 years of experience, Mr Hannon has explored for and developed gold, base metals and industrial mineral projects in more than 10 countries across the globe. He was integral to the major mining development of the Svartliden gold mine in Scandinavia. Buxton Resources Limited (Managing Director since February 2016) Other current directorships Former directorships in last three years None Special responsibilities None Interests in shares and options Ordinary shares – Impact Minerals Limited Unlisted options – Impact Minerals Limited Nil Nil Impact Minerals Ltd | Annual Report 2018 37 DIRECTORS’ REPORT (CONTINUED) COMPANY SECRETARY Bernard Crawford B.Com, CA, MBA, ACIS (appointed 4 April 2016) Mr Crawford is a Chartered Accountant with over 20 years’ experience in the resources industry in Australia and overseas. He has held various positions in finance and management with NYSE, TSX and ASX listed companies. Mr Crawford is the CFO and/or Company Secretary of a number of public companies. He holds a Bachelor of Commerce degree from the University of Western Australia, a Master of Business Administration from London Business School and is a Member of Chartered Accountants Australia and New Zealand and the Governance Institute of Australia. MEETINGS OF DIRECTORS The number of formal meetings of the Company’s Board of Directors held during the year ended 30 June 2018, and the number of meetings attended by each Director were: Number of meetings attended Number of meetings eligible to attend Peter Unsworth Michael Jones Paul Ingram Markus Elsasser Eamon Hannon Felicity Gooding 4 4 4 1 3 - 4 4 4 4 3 2 The directors also have a number of informal meetings with management during the year, both in person and by conference call. RETIREMENT, ELECTION AND CONTINUATION IN OFFICE OF DIRECTORS Mr Hannon was appointed to the Board on 30 November 2017 and by virtue of Article 6.3(j) of the Company’s Constitution and ASX Listing Rule 14.4 will stand for re-election at the Annual General Meeting. Mr Ingram, being a Director retiring by rotation who, being eligible, will offer himself for re-election at the Annual General Meeting. REMUNERATION REPORT (AUDITED) The Directors present the Impact Minerals Limited 2018 Remuneration Report, outlining key aspects of our remuneration policy and framework, and remuneration awarded this year. The report contains the following sections: a) Key management personnel covered in this report b) Remuneration governance and the use of remuneration consultants c) Executive remuneration policy and framework d) Relationship between remuneration and the Group’s performance e) Non-executive director remuneration policy f) Voting and comments made at the Company’s 2017 Annual General Meeting g) Details of remuneration h) Service agreements i) Details of share-based compensation and bonuses j) Equity instruments held by key management personnel k) Loans to key management personnel l) Other transactions with key management personnel. 38 Impact Minerals Ltd | Annual Report 2018 DIRECTORS’ REPORT (CONTINUED) a) Key management personnel covered in this report Non-Executive and Executive Directors (see pages 35 to 37 for details about each director) Name Position Peter Unsworth Michael Jones Paul Ingram Non-Executive Chairman Managing Director Non-Executive Director Markus Elsasser Non-Executive Director Eamon Hannon Non-Executive Director (appointed 30 November 2017) Felicity Gooding Non-Executive Director (resigned 30 November 2017) Other key management personnel Name Position Bernard Crawford Company Secretary b) Remuneration governance and the use of remuneration consultants The Company does not have a Remuneration Committee. Remuneration matters are handled by the full Board of the Company. In this respect the Board is responsible for: • • • • the over-arching executive remuneration framework; the operation of the incentive plans which apply to executive directors and senior executives (the executive team), including key performance indicators and performance hurdles; remuneration levels of executives; and non-executive director fees. The objective of the Board is to ensure that remuneration policies and structures are fair and competitive and aligned with the long-term interests of the Company. In addition, all matters of remuneration are handled in accordance with the Corporations Act requirements, especially with regards to related party transactions. That is, none of the Directors participate in any deliberations regarding their own remuneration or related issues. Independent external advice is sought from remuneration consultants when required, however no advice has been sought during the period ended 30 June 2018. c) Executive remuneration policy and framework In determining executive remuneration, the Board aims to ensure that remuneration practices are: • competitive and reasonable, enabling the Company to attract and retain key talent; • aligned to the Company’s strategic and business objectives and the creation of shareholder value; transparent and easily understood; and • • acceptable to shareholders. Impact Minerals Ltd | Annual Report 2018 39 DIRECTORS’ REPORT (CONTINUED) All executives receive consulting fees or a salary, part of which may be taken as superannuation, and from time to time, options. The Board reviews executive packages annually by reference to the executive’s performance and comparable information from industry sectors and other listed companies in similar industries. All remuneration paid to specified executives is valued at the cost to the Group and expensed. Options are valued using a Black-Scholes option pricing model. d) Relationship between remuneration and the Group’s performance Emoluments of Directors are set by reference to payments made by other companies of similar size and industry, and by reference to the skills and experience of Directors. Fees paid to Directors are not linked to the performance of the Group. This policy may change once the exploration phase is complete and the Group is generating revenue. At present the existing remuneration policy is not impacted by the Group’s performance including earnings and changes in shareholder wealth (e.g. changes in share price). The Board has not set short term performance indicators, such as movements in the Company’s share price, for the determination of Director emoluments as the Board believes this may encourage performance which is not in the long-term interests of the Company and its shareholders. The Board has structured its remuneration arrangements in such a way it believes is in the best interests of building shareholder wealth in the longer term. The Board believes participation in the Company’s Incentive Option Scheme motivates key management and executives with the long-term interests of shareholders. e) Non-Executive Director remuneration policy The Board policy is to remunerate Non-Executive Directors at commercial market rates for comparable companies for their time, commitment and responsibilities. Non-Executive Directors receive a Board fee but do not receive fees for chairing or participating on Board committees. Board members are allocated superannuation guarantee contributions as required by law, and do not receive any other retirement benefits. From time to time, some individuals may choose to sacrifice their salary or consulting fees to increase payments towards superannuation. The maximum annual aggregate Non-Executive Directors’ fee pool limit is $250,000 as approved by shareholders at the Company’s 2016 Annual General Meeting (“AGM”) held on 9 November 2016. Fees for Non-Executive Directors are not linked to the performance of the Group. Non- Executive Directors’ remuneration may also include an incentive portion consisting of options, subject to approval by shareholders. f) Voting and comments made at the Company’s 2017 Annual General Meeting Impact Minerals Limited received more than 98% of “yes” votes on its Remuneration Report for the 2017 financial year. The Company did not receive any specific feedback at the AGM or throughout the year on its remuneration practices. g) Details of remuneration The following tables show details of the remuneration received by the Group’s key management personnel for the current and previous financial year. 40 Impact Minerals Ltd | Annual Report 2018 DIRECTORS’ REPORT (CONTINUED) Short-term employment benefits Post- employment benefits Salary & Fees $ Non- monetary benefit $ Super- annuation $ Share-based payments Shares $ Options $ Total $ % of remuneration to total from shares and options % 65,000 273,550 25,000 27,375 14,583 10,417 103,950 519,875 - - - - - - - - 6,175 - 2,375 - - - - 8,550 - - - - - - - - 13,234 33,086 6,617 6,617 - - - 59,554 84,409 306,636 33,992 33,992 14,583 10,417 103,950 587,979 15.7 10.8 19.5 19.5 - - - Name 2018 Directors P Unsworth M Jones P Ingram M Elsasser E Hannon(1) F Gooding(2) Executives B Crawford TOTALS (1) (2) Appointed 30 November 2017. Mr Hannon’s fees are payable to Squadron Resources Pty Ltd. Resigned 30 November 2017. Ms Gooding’s fees are payable to Squadron Resources Pty Ltd. Name Short-term employment benefits Post- employment benefits Salary & Fees $ Non- monetary benefit $ Super- annuation $ Share-based payments Shares $ Options $ Total $ % of remuneration to total from shares and options % 2017 Directors P Unsworth 65,000 M Jones P Ingram M Elsasser F Gooding(1) Executives B Crawford TOTALS 265,217 25,000 27,375 25,000 103,275 510,867 - - - - - - - 6,175 - 2,375 - - - 8,550 - - - - - - - 38,228 95,571 19,114 19,114 - - 109,403 360,788 46,489 46,489 25,000 103,275 172,027 691,444 34.9 36.6 41.1 41.1 - - (1) Ms Gooding’s fees are payable to Squadron Resources Pty Ltd. No components of remuneration are linked to the performance of the Group. Impact Minerals Ltd | Annual Report 2018 41 DIRECTORS’ REPORT (CONTINUED) h) Service agreements M Jones, Managing Director Dr Jones is remunerated pursuant to an ongoing Consultancy Services Agreement. Dr Jones was paid fees of $273,550 for the year ended 30 June 2018. The notice period (other than for gross misconduct) is three months. B Crawford, Chief Financial Officer and Company Secretary Mr Crawford is remunerated pursuant to the terms of a Consultancy Agreement to fulfil the duties of the Company Secretarial and Chief Financial Officer. Fees paid during the year totalled $103,950 and were charged at usual commercial rates on a daily basis. The agreement may be terminated by either party on one months’ written notice. i) Details of share-based compensation and bonuses Options Options over ordinary shares in Impact Minerals Limited are granted under the Employee Option Acquisition Plan (“Option Plan”). Participation in the Option Plan and any vesting criteria are at the Board’s discretion and no individual has a contractual right to participate in the Option Plan or to receive any guaranteed benefits. Any options issued to Directors of the Company are subject to shareholder approval. No options were provided as remuneration to Directors and senior management during the current year. Further information on the fair value of share options and assumptions is set out in Note 25 to the financial statements. j) Equity instruments held by key management personnel The following tables detail the number of fully paid ordinary shares and options over ordinary shares in the Company that were held during the financial year and the previous financial year by key management personnel of the Group, including their close family members and entities related to them. 42 Impact Minerals Ltd | Annual Report 2018 DIRECTORS’ REPORT (CONTINUED) Options Opening balance at 1 July 2018 Directors P Unsworth 11,333,335 M Jones 21,250,001 P Ingram 4,000,000 M Elsasser 4,000,000 TOTALS 40,583,336 2017 Directors P Unsworth 10,000,000 M Jones 25,000,000 P Ingram 5,000,000 M Elsasser 5,000,000 TOTALS 45,000,000 Granted as remuneration Options exercised Net change (other) Balance at 30 June Vested but not exercis- able Vested and exercisable Vested during the year - - - - - - - - - - - - - - - - - - - - - - - - - 11,333,335 21,250,001 4,000,000 4,000,000 40,583,336 1,333,335(1) 11,333,335 (3,749,999)(1) 21,250,001 (1,000,000) 4,000,000 (1,000,000) 4,000,000 (4,416,664) 40,583,336 - - - - - - - - - - 9,333,335 16,250,001 3,000,000 3,000,000 31,583,336 7,333,335 11,250,001 2,000,000 2,000,000 22,583,336 - - - - - - - - - - (1) Includes options acquired pursuant to the Share Purchase Plan. During the year, no ordinary shares in the Company were issued as a result of the exercise of remuneration options. Shareholdings Opening balance at 1 July Granted as remuneration Options Exercised Net change (other) Balance at 30 June 2018 Directors P Unsworth 15,994,098 7,715,052 580,680 23,310,402 47,600,232 M Jones P Ingram M Elsasser TOTALS 2017 Directors P Unsworth 13,771,875 M Jones P Ingram M Elsasser TOTALS 6,881,718 580,680 23,310,402 44,544,675 - - - - - - - - - - - - - - - - - - - - - - - - - 15,994,098 7,715,052 580,680 23,310,402 47,600,232 2,222,223 15,994,098 833,334 - - 7,715,052 580,680 23,310,402 3,055,557 47,600,232 Impact Minerals Ltd | Annual Report 2018 43 DIRECTORS’ REPORT (CONTINUED) The assessed fair value at grant date of options granted to individuals is allocated equally over the period from grant date to vesting date, (and the amount included in the remuneration tables above). Fair values at grant date are determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option. As at the date of this report the shareholdings of key management personnel were the same as at 30 June 2018. k) Loans to key management personnel There were no loans to individuals or members of key management personnel during the financial year or the previous financial year. Other transactions with key management personnel l) There were no other transactions with key management personnel during the financial year or the previous financial year. END OF REMUNERATION REPORT (AUDITED) SHARES UNDER OPTION Unissued ordinary shares of the Company under option at the date of this report are as follows: Date options granted Expiry date Issue price of shares Number under option 29 September 2015 and 13 May 2016 29 September 2018 $0.0367 27,000,000 21 October 2015 21 October 2018 $0.0325 26,428,572 29 September 2015 and 13 May 2016 29 September 2019 $0.045 15,500,000 Various (listed) 15 June 2020 29 September 2015 and 13 May 2016 29 September 2020 TOTAL $0.04 $0.07 499,910,556 15,500,000 584,339,128 No option holder has any right under the options to participate in any other share issue of the Company or any other entity. SHARES ISSUED ON THE EXERCISE OF OPTIONS There were no shares issued on the exercise of options during the year and up to the date of this report. CORPORATE GOVERNANCE STATEMENT The Company’s 2018 Corporate Governance Statement has been released as a separate document and is located on the Company’s website at http://www.impactminerals.com.au/corporate-governance/. 44 Impact Minerals Ltd | Annual Report 2018 DIRECTORS’ REPORT (CONTINUED) PROCEEDINGS ON BEHALF OF THE GROUP No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings. INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS During the financial year, the Company paid a premium to insure the Directors and Officers of the consolidated entity against any liability incurred as a Director or Officer to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits the disclosure of the nature of the liabilities covered or the amount of the premium paid. The Group has not entered into any agreement with its current auditors indemnifying them against claims by a third party arising from their position as auditor. NON-AUDIT SERVICES The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the Company and/or the Group are important. Details of the amounts paid or payable to the auditor (Bentleys Audit and Corporate (WA) Pty Ltd) for audit and non-audit services provided during the year are set out in Note 20. During the year ended 30 June 2018, no fees were paid or were payable for non-audit services provided by the auditor of the consolidated entity (2017: $Nil). AUDITOR’S INDEPENDENCE DECLARATION A copy of the Auditor’s Independence Declaration as required under section 307C of the Corporations Act 2001 is set out on the following page. Signed in accordance with a resolution of the Directors. Peter Unsworth Chairman Perth, 21 September 2018 Impact Minerals Ltd | Annual Report 2018 45 To The Board of Directors Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 As lead audit partner for the audit of the financial statements of Impact Minerals Limited for the financial year ended 30 June 2018, I declare that to the best of my knowledge and belief, there have been no contraventions of: the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and any applicable code of professional conduct in relation to the audit. Yours faithfully BENTLEYS Chartered Accountants DOUG BELL CA Partner Dated at Perth this 21st day of September 2018 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2018 CONSOLIDATED Notes 2018 $ 3(a) 3(a) 3(b) 11 15 5 Revenue from operating activities Other income Corporation and administration expense Depreciation expense Employee benefits expense Impairment of exploration expenditure Occupancy expense Financing costs Loss from continuing operations before income tax Income tax expense Loss after income tax for the period attributable to the owners of Impact Minerals Limited Other comprehensive income Items that may be reclassified to profit or loss Exchange in the differences on translating foreign controlled entities Other comprehensive income for the period (net of tax) Total comprehensive loss for the period attributable to the owners of Impact Minerals Limited 2017 $ 24,001 1,076,238 (688,165) (1,967) (779,896) (101,406) (48,912) (201,457) (721,564) 71,740 670,277 (637,674) (3,996) (396,942) (228,353) (65,418) (222,430) (812,796) - - (812,796) (721,564) (926) (926) 708 708 (813,722) (720,856) Cents per share Cents per share Loss per share attributable to the owners of Impact Minerals Limited Basic loss per share 19 (0.07) (0.09) The Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes. Impact Minerals Ltd | Annual Report 2018 47 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2018 ASSETS Current Assets Cash and cash equivalents Trade and other receivables Other current assets Assets held for sale Total Current Assets Non-Current Assets Property, plant and equipment Exploration expenditure Other non-current assets Total Non-Current Assets TOTAL ASSETS LIABILITIES Current Liabilities Trade and other payables Short-term provisions Financial liabilities Total Current Liabilities TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Option reserve Foreign currency translation reserve Transactions with non-controlling interest Accumulated losses TOTAL EQUITY Notes 6 7 8, 15 9 10 11 12, 15 13 14 15 16 17 17 17 18 CONSOLIDATED 2018 $ 2017 $ 3,514,002 668,167 - 170,763 4,352,932 1,917,206 37,619 201,457 - 2,156,282 9,629 4,635 15,441,823 12,585,274 183,926 193,445 15,635,378 12,783,354 19,988,310 14,939,636 255,325 210,878 - 466,203 466,203 462,313 229,246 2,000,000 2,691,559 2,691,559 19,522,107 12,248,077 44,900,024 36,933,610 1,418,620 (504,820) 1,297,282 (503,894) (1,161,069) (1,161,069) (25,130,648) (24,317,852) 19,522,107 12,248,077 The Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes. 48 Impact Minerals Ltd | Annual Report 2018 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2018 ATTRIBUTABLE TO THE OWNERS OF IMPACT MINERALS LIMITED Issued capital $ Options reserve $ Foreign currency translation reserve $ Transactions with non- controlling interest $ Accumulated losses $ Total equity $ At 1 July 2016 35,950,384 1,222,765 (504,602) (1,161,069) (23,817,539) 11,689,939 Total comprehensive loss for the period Other comprehensive income Exchange differences on translating foreign controlled entities Total comprehensive loss for the period (net of tax) Transactions with owners in their capacity as owners - - - Shares issued Share issue costs 1,073,971 (90,745) - - - - - Fair value of options issued Fair value of options expired - - 295,768 (221,251) - 708 708 - - - - - - - - - - - (721,564) (721,564) - 708 (721,564) (720,856) - - - 1,073,971 (90,745) 295,768 221,251 - 36,933,610 1,297,282 (503,894) (1,161,069) (24,317,852) 12,248,077 36,933,610 1,297,282 (503,894) (1,161,069) (24,317,852) 12,248,077 At 30 June 2017 At 1 July 2017 Total comprehensive loss for the period Other comprehensive income Exchange differences on translating foreign controlled entities Total comprehensive loss for the period (net of tax) Transactions with owners in their capacity as owners - - - - - - - - - (926) (926) - - - - - - - - - (812,796) (812,796) - (926) (812,796) (813,722) - - - 8,289,140 (322,726) 121,338 Shares issued Share issue costs 8,289,140 (322,726) Fair value of options issued - 121,338 At 30 June 2018 44,900,024 1,418,620 (504,820) (1,161,069) (25,130,648) 19,522,107 The Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes. Impact Minerals Ltd | Annual Report 2018 49 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2018 CASH FLOWS FROM OPERATING ACTIVITIES Payments to suppliers and employees Interest received Other income received Research and development tax rebate received NET CASH FLOWS FROM/(USED IN) OPERATING ACTIVITIES CASH FLOWS FROM INVESTING ACTIVITIES Payments for property, plant and equipment Payments for exploration activities NET CASH FLOWS USED IN INVESTING ACTIVITIES CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares Share issue costs NET CASH FLOWS FROM FINANCING ACTIVITIES Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at beginning of the period CONSOLIDATED 2018 $ 2017 $ Notes (969,169) (1,050,247) 67,260 25,383 24,001 - - 1,073,788 26 (876,526) 47,542 (8,990) (4,167) (3,496,102) (3,039,367) (3,505,092) (3,043,534) 6,289,140 1,073,971 (310,726) 5,978,414 (90,745) 983,226 1,596,796 (2,012,766) 1,917,206 3,929,972 CASH AND CASH EQUIVALENTS AT END OF PERIOD 6 3,514,002 1,917,206 The Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes. 50 Impact Minerals Ltd | Annual Report 2018 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 NOTE 1: CORPORATE INFORMATION The consolidated financial report of Impact Minerals Limited for the year ended 30 June 2018 was authorised for issue in accordance with a resolution of the Directors on 21 September 2018. Impact Minerals Limited is a for-profit company incorporated in Australia and limited by shares which are publicly traded on the Australian Securities Exchange. The nature of the operation and principal activities of the consolidated entity are described in the attached Directors’ Report. The principal accounting policies adopted in the preparation of these consolidated financial statements are set out below and have been applied consistently to all periods presented in the consolidated financial statements and by all entities in the consolidated entity. NOTE 2: STATEMENT OF COMPLIANCE These general purpose financial statements have been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Interpretations and the Corporations Act 2001. Compliance with IFRS The consolidated financial statements of Impact Minerals Limited also comply with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). New and amended accounting standards and interpretations adopted by the Group The following standards relevant to the operations of the Group and effective from 1 July 2017 have been adopted. The adoption of these standards did not have any impact on the current period or any prior period and is not likely to affect future periods. • AASB 2016-1: Amendments to Australian Accounting Standards - Recognition of Deferred Tax Assets for Unrealised Losses; • AASB 2016-2: Amendments to Australian Accounting Standards - Disclosure Initiative: Amendments to AASB 107; and • AASB 2017-2: Amendments to Australian Accounting Standards - Further Annual Improvements 2014-2016 Cycle. New accounting standards and interpretations The following new and amended accounting standards and interpretations relevant to the operations of the Group have been published but are not mandatory for the current financial year. The Group has decided against early adoption of these standards and has not yet determined the potential impact on the financial statements from the adoption of these standards and interpretations. Impact Minerals Ltd | Annual Report 2018 51 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (CONTINUED) The key new standards which may impact the Group in future years are detailed below: New or revised requirement AASB 9: Financial Instruments AASB 9 replaces AASB 139: Financial Instruments: Recognition and Measurement. The objective of this Standard is to establish principles for the financial reporting of financial assets and financial liabilities that will present relevant and useful information to users of financial statements for their assessment of the amounts, timing and uncertainty of an entity’s future cash flows. The entity is yet to undertake a detailed assessment of the impact of AASB 9. However, based on the entity’s preliminary assessment, the Standard is not expected to have a material impact on the transactions and balances recognised in the financial statements when it is first adopted for the year ending 30 June 2019. Application date of standard Application date for Group 1 Jan 2018 1 Jul 2018 AASB 15: Revenue from Contracts with Customers 1 Jan 2018 1 Jul 2018 The objective of this Standard is to establish the principles that an entity shall apply to report useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows arising from a contract with a customer. The entity is yet to undertake a detailed assessment of the impact of AASB 15. However, based on the entity’s preliminary assessment, the Standard is not expected to have a material impact on the transactions and balances recognised in the financial statements when it is first adopted for the year ending 30 June 2019. AASB 2016-5: Amendments to Australian Accounting Standards – Classification and Measurement of Share-based Payment Transactions 1 Jan 2018 1 Jul 2018 This Standard amends AASB 2: Share-based Payment, clarifying how to account for certain types of share-based payment transactions. The amendments provide requirements on the accounting for: The effects of vesting and non-vesting conditions on the measurement of cash- settled share-based payments. Share-based payment transactions with a net settlement feature for withholding tax obligations. A modification to the terms and conditions of a share-based payment that changes the classification of the transaction from cash-settled to equity-settled. The entity is yet to undertake a detailed assessment of the impact of AASB 2016- 5. However, based on the entity’s preliminary assessment, the Standard is not expected to have a material impact on the transactions and balances recognised in the financial statements when it is first adopted for the year ending 30 June 2019. AASB 16: Leases 1 Jan 2019 1 Jul 2019 This Standard sets out the principles for the recognition, measurement, presentation and disclosure of leases. The objective is to ensure that lessees and lessors provide relevant information in a manner that faithfully represents those transactions. This information gives a basis for users of financial statements to assess the effect that leases have on the financial position, financial performance and cash flows of an entity. The entity is yet to undertake a detailed assessment of the impact of AASB 16. However, based on the entity’s preliminary assessment, the Standard is not expected to have a material impact on the transactions and balances recognised in the financial statements when it is first adopted for the year ending 30 June 2019. 52 Impact Minerals Ltd | Annual Report 2018 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (CONTINUED) a) Basis of measurement Historical cost convention These consolidated financial statements have been prepared under the historical cost convention, except where stated. Critical accounting estimates The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed where appropriate. b) Going concern These consolidated financial statements have been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business. c) Principles of consolidation Subsidiaries The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of the Company as at 30 June 2018 and the results of all subsidiaries for the year then ended. The Company and its subsidiaries together are referred to in this financial report as the Group or the consolidated entity. Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its investment with the entity and has the ability to affect those returns through its power to direct the activities of the entity. The acquisition method of accounting is used to account for business combinations by the Group. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. Non-controlling interests in the results and equity of subsidiaries are shown separately in the Consolidated Statement of Profit or Loss and Other Comprehensive Income, Consolidated Statement of Financial Position, and the Consolidated Statement of Changes in Equity respectively. Impact Minerals Ltd | Annual Report 2018 53 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (CONTINUED) Joint arrangements Under AASB 11: Joint Arrangements investments in joint arrangements are classified as either joint operations or joint ventures. The classification depends on the contractual rights and obligations of each investor, rather than the legal structure of the joint arrangement. A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. Those parties are called joint operators. A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. Those parties are called joint venturers. d) Critical accounting judgements and key sources of estimation uncertainty The application of accounting policies requires the use of judgments, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions are recognised in the period in which the estimate is revised if it affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Share-based payment transactions The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined using a Black-Scholes option pricing model. Exploration and evaluation costs carried forward The recoverability of the carrying amount of exploration and evaluation costs carried forward has been reviewed by the Directors. In conducting the review, if any impairment indicators are identified, the recoverable amount is then assessed by reference to the higher of “fair value less costs to sell” and, if applicable, “value in use”. In determining value in use, future cash flows are based on estimates of ore reserves and mineral resources for which there is a high degree of confidence of economic extraction, production and sales levels, future commodity prices, future capital and production costs and future exchange rates. Variations to any of these estimates, and timing thereof, could result in significant changes to the expected future cash flows which in turn could result in significant changes to the impairment test results, which in turn could impact future financial results. e) Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors of Impact Minerals Limited. 54 Impact Minerals Ltd | Annual Report 2018 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (CONTINUED) f) Functional and presentation of currency The consolidated financial statements are presented in Australian dollars, which is the Group’s functional and presentational currency. Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss, except when they are deferred in equity as qualifying cash flow hedges and qualifying net investment hedges or are attributable to part of the net investment in a foreign operation. Foreign exchange gains and losses that relate to borrowings are presented in the Statement of Profit or Loss and Other Comprehensive Income, within finance costs. All other foreign exchange gains and losses are presented in the Statement of Profit or Loss and Other Comprehensive Income on a net basis within other income or other expenses. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. g) Revenue recognition Revenue is measured at fair value of the consideration received or receivable. Amounts disclosed as revenue are net of returns, trade allowances, rebates and amounts collected on behalf of third parties. Interest income is recognised as it accrues. h) Income tax The income tax expense or benefit for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Impact Minerals Ltd | Annual Report 2018 55 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (CONTINUED) Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Impact Minerals Limited and its wholly-owned Australian controlled entities have implemented the tax consolidation legislation. As a consequence, these entities are taxed as a single entity and the deferred tax assets and liabilities of these entities are set off in the consolidated financial statements. Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively. i) Leases Leases of property, plant and equipment where the Group, as lessee, has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lease’s inception at the fair value of the leased property or, if lower, the present value of the minimum lease payments. The corresponding rental obligations, net of finance charges, are included in other short-term and long-term payables. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to the profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired under finance leases is depreciated over the asset’s useful life or over the shorter of the asset’s useful life and the lease term if there is no reasonable certainty that the Group will obtain ownership at the end of the lease term. Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Group as lessee are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to profit or loss on a straight-line basis over the period of the lease. j) Impairment of assets Intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period. 56 Impact Minerals Ltd | Annual Report 2018 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (CONTINUED) k) Cash and cash equivalents Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of six months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the Statement of Financial Position. l) Trade and other receivables Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. Trade receivables are due for settlement within 30 days. They are presented as current assets unless collection is not expected for more than 12 months after the reporting date. Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off by reducing the carrying amount directly. A provision for doubtful receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. The amount of the provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. Cash flows relating to short-term receivables are not discounted if the effect of discounting is immaterial. The amount of the provision is recognised in the profit or loss. m) Exploration and evaluation expenditure Exploration and evaluation expenditure, including the costs of acquiring licences and permits, are capitalised as exploration and evaluation assets on an area of interest basis. Costs incurred before the Group has obtained the legal rights to explore an area are recognised in the Statement of Profit or Loss and Other Comprehensive Income. Exploration and evaluation assets are only recognised if the rights of the area of interest are current and either: • • the expenditures are expected to be recouped through successful development and exploitation or from sale of the area of interest; or activities in the area of interest have not at the reporting date reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing. Exploration and evaluation assets are assessed for impairment if sufficient data exists to determine technical feasibility and commercial viability, and facts and circumstances suggest that the carrying amount exceeds the recoverable amount. For the purposes of impairment testing, exploration and evaluation assets are allocated to cash-generating units to which the exploration activity relates. The cash generating unit shall not be larger than the area of interest. Once the technical feasibility and commercial viability of the extraction of minerals in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest Impact Minerals Ltd | Annual Report 2018 57 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (CONTINUED) are first tested for impairment and then reclassified to mineral property and development assets within property, plant and equipment. When an area of interest is abandoned or the Directors decide that it is not commercial, any accumulated costs in respect of that area are written off in the financial period the decision is made. n) Property, plant and equipment Property, plant and equipment is stated at historical cost less accumulated depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. The cost of self-constructed assets includes the cost of materials, direct labour, the initial estimate, where relevant, of the costs of dismantling and removing the items and restoring the site on which they are located, and an appropriate proportion of production overheads. Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred. Depreciation is calculated using the straight-line method to allocate their cost, net of their residual values, over their estimated useful lives, or in the case of certain leased plant and equipment, the shorter lease term as follows: • • • Motor vehicles Office and computer equipment Furniture, fittings and equipment 5–7 years 3–5 years 3–5 years The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These are included in profit or loss. When re-valued assets are sold, it is Group policy to transfer any amounts included in other reserves in respect of those assets to retained earnings. g) Trade and other payables These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year and which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months from the reporting date. 58 Impact Minerals Ltd | Annual Report 2018 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (CONTINUED) h) Employee benefits Short-term obligations Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave expected to be settled within 12 months after the end of the period in which the employees render the related service, are recognised in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liability for annual leave and accumulating sick leave is recognised in the provision for employee benefits. Liabilities for non-accumulating sick leave are recognised when the leave is taken and measured at the rates paid or payable. All other short-term employee benefit obligations are presented as payables. The obligations are presented as current liabilities in the Statement of Financial Position if the entity does not have an unconditional right to defer settlement for at least 12 months after the reporting date, regardless of when the actual settlement is expected to occur. Other long-term obligations The liability for long service leave and annual leave which is not expected to be settled within 12 months after the end of the period in which the employees render the related service, is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the end of the reporting period on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. Share-based payments The Group provides benefits to employees of the Company in the form of share options. The fair value of options granted is recognised as an employee benefits expense with a corresponding increase in equity. The fair value is measured at grant date and spread over the period during which the employees become unconditionally entitled to the options. The fair value of the options granted is measured using a Black-Scholes option pricing model, taking into account the terms and conditions upon which the options were granted. The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, on a straight-line basis over the vesting period. The amount recognised as an expense is adjusted to reflect the actual number that vest. The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per share. Impact Minerals Ltd | Annual Report 2018 59 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (CONTINUED) Termination benefits Termination benefits are payable when employment is terminated before the normal retirement date, or when an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits when it is demonstrably committed to either terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal or providing termination benefits as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months after the end of the reporting period are discounted to present value. No termination benefits, other than accrued benefits and entitlements, were paid during the period. i) Equity Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. j) Earnings per share Basic earnings per share Basic earnings per share is calculated by dividing the profit attributable to owners of the Group, excluding any costs of servicing equity other than ordinary shares by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year and excluding treasury shares. Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account: • • the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares; and the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares. k) Goods and services tax (GST) Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case, it is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the Statement of Financial Position. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flows. 60 Impact Minerals Ltd | Annual Report 2018 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (CONTINUED) l) Financial instruments Initial recognition and measurement Financial instruments, including financial assets and financial liabilities, are recognised when the Group becomes a party to the contractual provisions of the instrument. Trade date accounting is adopted for financial assets that are delivered within timeframes established by marketplace convention. Financial instruments are initially measured at fair value plus transaction costs where the instrument is not classified as at fair value through profit or loss. Transaction costs related to instruments classified as at fair value through profit or loss are expensed to profit or loss immediately. Financial instruments are classified and measured as set out below. Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value for all unlisted securities, including recent arm’s length transactions, reference to similar instruments and option pricing models. Classification and subsequent measurement Finance instruments are subsequently measured at either of fair value, amortised cost using the effective interest rate method, or cost. Fair value represents the amount for which an asset could be exchanged or a liability settled, between knowledgeable, willing parties. Where available, quoted prices in an active market are used to determine fair value. In other circumstances, valuation techniques are adopted. Amortised cost is the amount at which the financial asset or financial liability is measured at initial recognition less principal repayments and any reduction for impairment, and adjusted for any cumulative amortisation of the difference between that initial amount and the maturity amount calculated using the effective interest method. Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value for all unlisted securities, including recent arm’s length transactions, reference to similar instruments and option pricing models. The effective interest method is used to allocate interest income or interest expense over the relevant period and is equivalent to the rate that exactly discounts estimated future cash payments or receipts (including fees, transaction costs and other premiums or discounts) through the expected life (or when this cannot be reliably predicted, the contractual term) of the financial instrument to the net carrying amount of the financial asset or financial liability. Revisions to expected future net cash flows will necessitate an adjustment to the carrying value with a consequential recognition of an income or expense in profit or loss. The Group does not designate any interests in subsidiaries, associates or joint venture entities as being subject to the requirements of Accounting Standards specifically applicable to financial instruments. Impact Minerals Ltd | Annual Report 2018 61 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (CONTINUED) i) Financial assets at fair value through profit or loss Financial assets are classified at “fair value through profit or loss” when they are held for trading for the purpose of short term profit taking, where they are derivatives not held for hedging purposes, or designated as such to avoid an accounting mismatch or to enable performance evaluation where a group of financial assets is managed by key management personnel on a fair value basis in accordance with a documented risk management or investment strategy. Realised and unrealised gains and losses arising from changes in fair value are included in profit or loss in the period in which they arise. ii) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost using the effective interest rate method. Loans and receivables are included in current assets except those which are expected to mature within 12 months after the end of the reporting period. iii) Held-to-maturity investments Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or determinable payments, and it is the Group‘s intention to hold these investments to maturity. They are subsequently measured at amortised cost using the effective interest rate method. Held to maturity investments are included in non-current assets where they are expected to mature within 12 months after the end of the reporting period. All other investments are classified as current assets. iv) Available-for-sale financial assets Available-for-sale financial assets are non-derivative financial assets that are either designated as such or that are not classified in any of the other categories. They comprise investments in the equity of other entities where there is neither a fixed maturity nor fixed or determinable payments. They are subsequently measured at fair value with changes in such fair value (i.e. gains or losses) recognised in other comprehensive income (except for impairment losses and foreign exchange gains and losses). When the financial asset is derecognised, the cumulative gain or loss pertaining to that asset previously recognised in other comprehensive income is reclassified into profit or loss. Available for sale financial assets are included in non-current assets except those which are expected to mature within 12 months after the end of the reporting period. All other financial assets are classified as current assets. v) Financial liabilities Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised cost using the effective interest rate method. 62 Impact Minerals Ltd | Annual Report 2018 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (CONTINUED) Impairment At the end of each reporting period, the Group assesses whether there is objective evidence that a financial instrument has been impaired. In the case of available-for-sale financial instruments, a prolonged decline in the value of the instrument is considered to determine whether impairment has arisen. Impairment losses are recognised in the profit or loss. Also, any cumulative decline in Fair Value previously recognised in other comprehensive income is reclassified to profit or loss at this point. De-recognition Financial assets are derecognised where the contractual rights to receipt of cash flows expire or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised where the related obligations are either discharged, cancelled or expire. The difference between the carrying value of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in profit or loss. Financial guarantees Where material, financial guarantees issued, which require the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due, are recognised as a financial liability at fair value on initial recognition. The guarantee is subsequently measured at the higher of the best estimate of the obligation and the amount initially recognised less, when appropriate, cumulative amortisation in accordance with AASB 118: Revenue. Where the entity gives guarantees in exchange for a fee, revenue is recognised under AASB 118. The fair value of financial guarantee contracts has been assessed using a probability weighted discounted cash flow approach. The probability has been based on: • • • the likelihood of the guaranteed party defaulting in a year period; the proportion of the exposure that is not expected to be recovered due to the guaranteed party defaulting; and the maximum loss exposed if the guaranteed party were to default. u) Fair value of assets and liabilities The Group measures some of its assets and liabilities at fair value on either a recurring or nonrecurring basis, depending on the requirements of the applicable Accounting Standard. Fair value is the price the Group would receive to sell an asset or would have to pay to transfer a liability in an orderly (i.e. unforced) transaction between independent, knowledgeable and willing market participants at the measurement date. Impact Minerals Ltd | Annual Report 2018 63 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (CONTINUED) As fair value is a market-based measure, the closest equivalent observable market pricing information is used to determine fair value. Adjustments to market values may be made having regard to the characteristics of the specific asset or liability. The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data. To the extent possible, market information is extracted from either the principal market for the asset or liability (i.e. the market with the greatest volume and level of activity for the asset or liability) or, in the absence of such a market, the most advantageous market available to the entity at the end of the reporting period (i.e. the market that maximises the receipts from the sale of the asset or minimises the payments made to transfer the liability, after taking into account transaction costs and transport costs). For non-financial assets, the fair value measurement also takes into account a market participant’s ability to use the asset in its highest and best use or to sell it to another market participant that would use the asset in its highest and best use. The fair value of liabilities and the entity’s own equity instruments (excluding those related to share-based payment arrangements) may be valued, where there is no observable market price in relation to the transfer of such financial instruments, by reference to observable market information where such instruments are held as assets. Where this information is not available, other valuation techniques are adopted and, where significant, are detailed in the respective note to the financial statements. Valuation techniques In the absence of an active market for an identical asset or liability, the Group selects and uses one or more valuation techniques to measure the fair value of the asset or liability, The Group selects a valuation technique that is appropriate in the circumstances and for which sufficient data is available to measure fair value. The availability of sufficient and relevant data primarily depends on the specific characteristics of the asset or liability being measured. The valuation techniques selected by the Group are consistent with one or more of the following valuation approaches: • • • Market approach: valuation techniques that use prices and other relevant information generated by market transactions for identical or similar assets or liabilities. Income approach: valuation techniques that convert estimated future cash flows or income and expenses into a single discounted present value. Cost approach: valuation techniques that reflect the current replacement cost of an asset at its current service capacity. Each valuation technique requires inputs that reflect the assumptions that buyers and sellers would use when pricing the asset or liability, including assumptions about risks. When selecting a valuation technique, the Group gives priority to those techniques that maximise the use of observable inputs and minimise the use of unobservable inputs. Inputs that are developed using market data (such as publicly available information on actual transactions) and reflect the assumptions that buyers and sellers would generally use when pricing the asset or liability are considered observable, whereas inputs for which market data is not available and therefore are developed using the best information available about such assumptions are considered unobservable. 64 Impact Minerals Ltd | Annual Report 2018 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (CONTINUED) Fair value hierarchy AASB 13: Fair Value Measurement requires the disclosure of fair value information by level of the fair value hierarchy, which categorises fair value measurements into one of three possible levels based on the lowest level that an input that is significant to the measurement can be categorised into as follows: • • • Level 1: Measurements based on quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. Measurements based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2: Measurements based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3: Measurements based on unobservable inputs for the asset or liability. The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data. If all significant inputs required to measure fair value are observable, the asset or liability is included in Level 2. If one or more significant inputs are not based on observable market data, the asset or liability is included in Level 3. The Group would change the categorisation within the fair value hierarchy only in the following circumstances: • • if a market that was previously considered active (Level 1) became inactive (Level 2 or Level 3) or vice versa; or if significant inputs that were previously unobservable (Level 3) became observable (Level 2) or vice versa. When a change in the categorisation occurs, the Group recognises transfers between levels of the fair value hierarchy (i.e. transfers into and out of each level of the fair value hierarchy) on the date the event or change in circumstances occurred. Impact Minerals Ltd | Annual Report 2018 65 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (CONTINUED) NOTE 3: REVENUE AND EXPENSES a) Revenue from operating activities Interest income Other income Research and development tax rebate Total revenue from operating activities b) Employee benefits expense Wages, salaries and other remuneration expenses Directors’ fees Superannuation fund contributions Share-based payment expense Total employee benefits expense CONSOLIDATED 2018 $ 71,740 25,383 644,894 742,017 127,484 142,375 17,745 109,338 396,942 2017 $ 24,001 2,450 1,073,788 1,100,239 323,075 142,375 18,678 295,768 779,896 66 Impact Minerals Ltd | Annual Report 2018 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (CONTINUED) NOTE 4: SEGMENT INFORMATION The Group has identified its operating segments based on the internal reports that are reviewed and used by the Board of Directors (chief operating decision makers) in assessing performance and determining the allocation of resources. The Group is managed primarily on the basis of exploration opportunities within Australia and Africa. Operating segments are therefore determined on this basis. Reportable segments disclosed are based on aggregating operating segments where the segments are considered to have similar geographic characteristics. Australia $ Africa $ Corporate $ Consolidated $ 2018 Segment performance Segment income Segment expense - - 742,017 228,353 21,769 1,304,691 Profit/(Loss) before tax (228,353) (21,769) (562,674) 742,017 1,554,813 (812,796) 15,441,823 2,178 4,544,309 19,988,310 49,834 - 416,369 466,203 15,391,989 2,178 4,127,940 19,522,107 Segment assets and liabilities Assets Liabilities Net assets 2017 Segment performance Segment income Segment expense - - 1,100,239 101,406 60,424 1,659,973 1,100,239 1,821,803 (721,564) Profit/(Loss) before tax (101,406) (60,424) (559,734) Segment assets and liabilities Assets Liabilities Net assets 12,585,274 276,859 12,308,415 18,898 3,411 15,487 2,335,464 14,939,636 2,411,289 2,691,559 (75,825) 12,248,077 Impact Minerals Ltd | Annual Report 2018 67 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (CONTINUED) NOTE 5: INCOME TAX a) Major components of income tax expense are as follows: Current income tax expense/(benefit) Deferred income tax expense/(benefit) Income tax expense reported in the Consolidated Statement of Profit or Loss and Other Comprehensive Income b) The prima facie tax on loss from ordinary activities before income tax is reconciled to the income tax as follows: CONSOLIDATED 2018 $ 2017 $ - - - - - - Profit from ordinary activities before income tax expense (812,796) (721,564) Prima facie tax benefit on profit from ordinary activities before income tax at 27.5% (2017: 27.5%) Tax effect of permanent differences: - Share-based expense - Non-deductible expenses - Government grant received - Tax losses not recognised - Foreign tax rate difference Income tax expense/(benefit) on pre-tax profit c) Deferred tax assets and (liabilities) are attributable to the following: Accrued expenses Capital raising costs Exploration expenditure Plant and equipment Provision for employee entitlement Other Tax losses d) Unrecognised deferred tax assets Deferred tax assets have not been recognised in respect of the following items as the Directors do not believe it is appropriate to regard realisation of future tax benefits as probable: - Tax losses - Capital losses 68 Impact Minerals Ltd | Annual Report 2018 (223,519) (198,430) 30,068 70,668 (177,346) 298,932 1,197 - 81,336 69,041 (295,292) 340,022 3,323 - 9,936 34,325 6,429 57,557 (3,588,279) (2,797,320) 3,357 54,826 48 6,325 52,128 4,211 3,485,787 2,670,670 - - 3,635,145 651,887 4,287,032 3,376,557 651,887 4,028,444 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (CONTINUED) NOTE 6: CASH AND CASH EQUIVALENTS Cash at bank and on hand Short-term deposits CONSOLIDATED 2018 $ 2017 $ 514,002 1,917,206 3,000,000 3,514,002 - 1,917,206 The weighted average interest rate for the year was 1.93% (2017: 1.19%). The Group’s exposure to interest rate risk is set out in Note 24. The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class of cash and cash equivalents mentioned above. NOTE 7: TRADE AND OTHER RECEIVABLES Current Research and development tax rebate GST/VAT Other CONSOLIDATED 2018 $ 644,894 17,827 5,446 668,167 2017 $ - 35,358 2,261 37,619 The amounts held in trade and other receivables do not contain impaired assets and are not past due. Based on the credit history of these trade and other receivables, it is expected that these amounts will be received when due. The Group’s financial risk management objectives and policies are set out in Note 24. Due to the short-term nature of these receivables, their carrying value is assumed to approximate their fair value. NOTE 8: OTHER CURRENT ASSETS Current portion of unamortised option cost CONSOLIDATED 2018 $ - - 2017 $ 201,457 201,457 Refer to Note 15 for details of the transaction costs related to the issue of options to Squadron Resources Pty Ltd. Impact Minerals Ltd | Annual Report 2018 69 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (CONTINUED) NOTE 9: ASSETS HELD FOR SALE Tenements held for sale CONSOLIDATED 2018 $ 170,763 170,763 2017 $ - - The tenements subject to the Share Sale Agreement with Pacton Gold Incorporated for the sale of the Company’s Pilbara gold project are held at their carrying value (refer Note 11). The sale of the tenements was completed in September 2018 (refer Note 22 for further details). NOTE 10: PROPERTY, PLANT AND EQUIPMENT CONSOLIDATED 2018 $ 7,400 (7,203) 197 67,076 (66,408) 668 32,253 (27,275) 4,978 143,135 (139,349) 3,786 9,629 2017 $ 7,400 (6,612) 788 67,076 (65,813) 1,263 26,621 (26,089) 532 139,777 (137,725) 2,052 4,635 Leasehold improvements - At cost - Accumulated depreciation Total leasehold improvements Office equipment - At cost - Accumulated depreciation Total office equipment Site equipment - At cost - Accumulated depreciation Total site equipment Computer equipment - At cost - Accumulated depreciation Total computer equipment Total property, plant and equipment 70 Impact Minerals Ltd | Annual Report 2018 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (CONTINUED) NOTE 10: PROPERTY, PLANT AND EQUIPMENT (Continued) Movement in carrying amounts Movements in the carrying amounts for each class of property, plant and equipment between the beginning and the end of the year: Leasehold improvements $ Office equipment $ Site equipment $ Computer equipment $ Total $ 2018 – Consolidated Balance at the beginning of the year Additions Depreciation expense Carrying amount at the end of the year 2017 – Consolidated Balance at the beginning of the year Additions Depreciation expense Carrying amount at the end of the year 788 - (591) 197 1,528 - (740) 788 1,263 - (595) 668 - 1,588 (325) 1,263 532 5,632 (1,186) 4,978 907 - (375) 532 2,052 3,358 (1,624) 3,786 - 2,579 (527) 2,052 4,635 8,990 (3,996) 9,629 2,435 4,167 (1,967) 4,635 NOTE 11: EXPLORATION AND EVALUATION Opening balance Exploration expenditure incurred during the year Transfers to assets held for sale (refer Note 9) Impairment expense Closing balance CONSOLIDATED 2018 $ 12,585,274 3,255,665 (170,763) (228,353) 2017 $ 9,749,914 2,936,766 - (101,406) 15,441,823 12,585,274 Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. Impact Minerals Ltd | Annual Report 2018 71 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (CONTINUED) NOTE 12: OTHER NON-CURRENT ASSETS Non-current portion of unamortised option cost Deposits paid Other non-current assets Closing balance CONSOLIDATED 2018 $ - 174,494 9,432 183,926 2017 $ 20,973 163,068 9,404 193,445 Refer to Note 15 for details of the transaction costs related to the issue of options to Squadron Resources Pty Ltd. NOTE 13: TRADE AND OTHER PAYABLES Trade creditors Other payables and accruals CONSOLIDATED 2018 $ 196,155 59,170 255,325 2017 $ 403,597 58,716 462,313 Trade creditors are non-interest bearing and are normally settled on 30-day terms. The Group’s financial risk management objectives and policies are set out in Note 24. Due to the short-term nature of these payables, their carrying value is assumed to approximate their fair value. NOTE 14: PROVISIONS Short-term Employee entitlements NOTE 15: FINANCIAL LIABILITIES Convertible notes 72 Impact Minerals Ltd | Annual Report 2018 CONSOLIDATED 2018 $ 210,878 210,878 2017 $ 229,246 229,246 CONSOLIDATED 2018 $ - - 2017 $ 2,000,000 2,000,000 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (CONTINUED) NOTE 15: FINANCIAL LIABILITIES (Continued) 2,000,000 Convertible Notes (Notes) were issued to Squadron Resources Pty Ltd (Squadron) on 7 August 2015 at an issue price of $1 per Note. Each Note carries the entitlement for conversion to one ordinary share in the Company. Conversion may occur at any time between 7 August 2015 and 7 August 2018. The convertible notes do not carry interest and can only be redeemed through the issue of shares, except in remote circumstances that are not at the discretion of the note holder. In February 2018 Squadron elected to convert the $2,000,000 of Notes that it held in the Company into shares. Pursuant to the terms of the Notes, Squadron converted the Notes into the Company’s shares at a conversion price of 1.35 cents, being the lower of 2.1 cents per share or 80% of the 30 day Volume Weighted Average Price prior to the date of the Conversion Notice. Accordingly 148,148,148 shares were issued to Squadron on conversion of the Notes. Included in other assets in the prior period are transaction costs relating to the Notes and represent the fair value of the attaching 45,000,000 options issued which are convertible at 3.25 cents per option and deemed to have a fair value of 1.34 cents per option. These transaction costs have been amortised over the life of the Notes. Transaction costs Share-based payment – options granted Option cost unwound in prior periods Option cost unwound during the period Total transaction costs to be amortised over the life of the convertible note The balance has been classified as follows: - Other current assets (refer Note 8) - Other non-current assets (refer Note 12) CONSOLIDATED 2018 $ 604,922 (382,492) (222,430) - - - - 2017 $ 604,922 (181,035) (201,457) 222,430 201,457 20,973 222,430 Impact Minerals Ltd | Annual Report 2018 73 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (CONTINUED) NOTE 16: CONTRIBUTED EQUITY a) Share capital Ordinary shares fully paid b) Movements in ordinary shares on issue Balance at 1 July 2016 Share issued during the year: - Share purchase plan and shortfall offer (a) - Transaction costs Balance at 30 June 2017 Share issued during the year: - Shortfall issue (b) - Placement (c) - Placement (d) - Conversion of convertible notes (e) - Transaction costs Balance at 30 June 2018 CONSOLIDATED 2018 $ 2017 $ 44,900,024 36,933,610 CONSOLIDATED Number $ 788,771,085 35,950,384 59,665,051 - 1,073,971 (90,745) 848,436,136 36,933,610 162,634,949 124,960,556 37,500,000 148,148,148 - 2,927,429 2,499,211 862,500 2,000,000 (322,726) 1,321,679,789 44,900,024 (a) In June 2017 the Company completed a Share Purchase Plan and Shortfall Offer raising $1,073,971 (before costs) via the issue of 59,665,051 new shares at an issue price of 1.8 cents each together with three free attaching listed options exercisable at $0.04 on or before 15 June 2020 for every two new shares subscribed for (89,497,500 Listed Options). (b) In September 2017 the Company raised $2,927,429 (before costs) via a Shortfall Offer to the May 2017 Share Purchase Plan. The issue was under the same terms as the Share Purchase Plan with the issue of 162,634,949 new shares at an issue price of 1.8 cents each together with three free attaching listed options exercisable at $0.04 on or before 15 June 2020 for every two new shares subscribed for (243,952,410 Listed Options). (c) In November 2017, the Company raised $2,499,211 (before costs) via a placement. The Company issued 124,960,556 new shares at an issue price of 2 cents each together with one free attaching listed option exercisable at $0.04 on or before 15 June 2020 for every share subscribed for (124,960,556 Listed Options). (d) In December 2017, the Company raised $862,500 (before costs) via a placement. The Company issued 37,500,000 new shares at an issue price of 2.3 cents each together with one free attaching listed option exercisable at $0.04 on or before 15 June 2020 for every share subscribed for (37,500,000 Listed Options). (e) In February 2018 Squadron Resources Pty Ltd (Squadron) elected to convert the $2,000,000 of Convertible Notes (Notes) that it held in the Company into shares. Pursuant to the terms of the Notes, Squadron converted the Notes into the Company’s shares at a conversion price of 1.35 cents, being the lower of 2.1 cents per share or 80% of the 30 day Volume Weighted Average Price prior to the date of the Conversion Notice. Accordingly 148,148,148 shares were issued to Squadron on conversion of the Notes. 74 Impact Minerals Ltd | Annual Report 2018 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (CONTINUED) NOTE 16: CONTRIBUTED EQUITY (Continued) Ordinary shares have the right to receive dividends as declared, and in the event of winding up the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of the Company. c) Movements in options on issue CONSOLIDATED 2018 Number 2017 Number Balance at beginning of the financial year 218,926,162 141,828,572 Options issued pursuant to the Share Purchase Plan (listed) - 89,497,590 Options issued pursuant to the Shortfall offer (listed) Options issued pursuant to Placement (listed) Options issued to lead manager of placement (listed) Options granted Options expired 243,952,410 162,460,556 4,000,000 - - - - - - (12,400,000) Balance at the end of the financial year 629,339,128 218,926,162 NOTE 17: RESERVES Option reserve Opening balance Fair value of options issued Transfer to retained earnings upon expiry/lapse of options Balance at the end of the financial year CONSOLIDATED 2018 $ 2017 $ 1,297,282 121,338 - 1,418,620 1,222,765 295,768 (221,251) 1,297,282 The options reserve is used to recognise the fair value of options issued to employees and contractors. Foreign currency translation reserve The foreign currency translation reserve records exchange differences arising on translation of a foreign controlled subsidiary. Transactions with non-controlling interest The transactions with non-controlling interest reserve records items related to the acquisition of shares in Invictus Gold Limited. Impact Minerals Ltd | Annual Report 2018 75 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (CONTINUED) NOTE 18: ACCUMULATED LOSSES CONSOLIDATED 2018 $ 2017 $ Balance at the beginning of the financial year (24,317,852) (23,817,539) Net loss attributable to members Transfer from share option reserve upon lapse of options Balance at the end of the financial year (812,796) - (721,564) 221,251 (25,130,648) (24,317,852) NOTE 19: EARNINGS PER SHARE Basic loss per share 2018 Cents 0.07 2017 Cents 0.09 The following reflects the income and share data used in the calculations of basic loss per share: Profits/(losses) used in calculating basic and diluted earnings per share 2018 $ 2017 $ (812,796) (721,564) 2018 Number 2017 Number Weighted average number of ordinary shares used in calculating basic loss per share 1,137,553,715 790,242,278 NOTE 20: AUDITOR’S REMUNERATION Audit services Bentleys Audit and Corporate (WA) Pty Ltd - Audit and review of the financial reports Total remuneration 76 Impact Minerals Ltd | Annual Report 2018 CONSOLIDATED 2018 $ 2017 $ 34,000 34,000 32,000 32,000 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (CONTINUED) NOTE 21: CONTINGENT ASSETS AND LIABILITIES The Group had contingent liabilities in respect of: Future royalty payments In March 2016, Impact Minerals Limited completed the acquisition of tenement E7390 from Golden Cross Resources Limited (“Golden Cross”) for $60,000 cash. Golden Cross retains a royalty equal to 1% of gross revenue on any minerals recovered from the tenement. At its election, Impact has the right to buy back the royalty for $1.5 million cash at any time up to a decision to mine, or, leave the royalty uncapped during production. NOTE 22: EVENTS OCCURRING AFTER THE REPORTING PERIOD In July 2018 the Company announced that it had signed a binding Letter of Intent (LOI) to joint venture its Broken Hill project with TSX Venture exchange-listed BlueBird Battery Metals Incorporated (Bluebird) (TSX:V BATT). Under the terms of the farm-in Bluebird has the right to earn a 75% interest in the five Exploration Licences that comprise the Company’s Broken Hill project by the payment of cash, shares and exploration on-ground expenditure. In September 2018 the Company completed the sale of its wholly owned subsidiary Drummond East Pty Ltd, the holder of its 7 Pilbara licences, to Pacton Gold Inc. (Pacton). Under the terms of the Sale Agreement the Company was paid a total of CAD$325,000 in cash and 2,125,000 common shares in Pacton. The shares are subject to a four month escrow period. Pacton must also pay a CAD$500,000 Bonus to the Company upon publishing a measured, indicated or inferred gold resource of more than 250,000 ounces on the licences. The Company retains a 2% NSR royalty on the licences with Pacton retaining the right to buy back 1% of the royalty for CAD$500,000 at anytime. There have been no other events subsequent to reporting date which are sufficiently material to warrant disclosure. NOTE 23: COMMITMENTS In order to maintain an interest in the exploration tenements in which the Group is involved, the Group is committed to meet the conditions under which the tenements were granted. The timing and amount of exploration expenditure commitments and obligations of the Group are subject to the minimum expenditure commitments required as per the Mining Act 1978 (Western Australia), the Mining Act 1992 (New South Wales) and the Mineral Resources Act 1989 (Queensland) and may vary significantly from the forecast based upon the results of the work performed which will determine the prospectivity of the relevant area of interest. As at balance date, total exploration expenditure commitments on granted tenements held by the Group that have not been provided for in the financial statements and which cover the following 12 month period amount to $1,115,434 (2017: $867,020). For the period greater than 12 months to five years, commitments amount to $6,597,992 (2017: $2,174,567). There are no commitments greater than five years. These obligations are also subject to variations by farm-out arrangements, or sale of the relevant tenements. Impact Minerals Ltd | Annual Report 2018 77 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (CONTINUED) NOTE 23: COMMITMENTS (Continued) Commitments in relation to the lease of office premises are payable as follows: Within one year Later than one year but not later than five years Later than five years CONSOLIDATED 2018 $ 43,640 40,004 - 83,644 2017 $ 39,600 - - 39,600 NOTE 24: FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES Financial risk management Overview The Group has exposure to the following risks from their use of financial instruments: Interest rate risk • • Credit risk • Liquidity risk • Commodity risk. This note presents information about the Group’s exposure to each of the above risks, their objectives, policies and processes for measuring and managing risk, and the management of capital. The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. Risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Board oversees how management monitors compliance with the Group’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Group’s principal financial instruments are cash, short-term deposits, receivables and payables. Interest rate risk Interest rate risk is the risk that the value of a financial instrument or cash flows associated with the instrument will fluctuate due to changes in market interest rates. Interest rate risk arises from fluctuations in interest-bearing financial assets and liabilities that the Group uses. 78 Impact Minerals Ltd | Annual Report 2018 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (CONTINUED) NOTE 24: FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued) Interest-bearing assets comprise cash and cash equivalents which are considered to be short-term liquid assets. It is the Group’s policy to settle trade payables within the credit terms allowed and therefore not incur interest on overdue balances. The following table sets out the carrying amount, by maturity, of the financial instruments that are exposed to interest rate risk: Floating interest rate $ Fixed interest rate maturing in 1 year or less $ Over 1 to 5 years $ More than 5 years $ Non- interest bearing $ Total $ Consolidated – 2018 Financial assets Cash and cash equivalents 514,002 3,000,000 Trade and other receivables - - 514,002 3,000,000 Weighted average interest rate 1.33% 2.33% Financial liabilities Trade and other payables Financial liabilities Weighted average interest rate Consolidated – 2017 Financial assets - - - - Cash and cash equivalents 1,917,206 Trade and other receivables - Weighted average interest rate 1.19% 1,917,206 Financial liabilities Trade and other payables Financial liabilities Weighted average interest rate - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 3,514,002 668,167 668,167 668,167 4,182,169 - - 255,325 255,325 - - 255,325 255,325 - - - 1,917,206 37,619 37,619 37,619 1,954,825 - - 462,313 462,313 2,000,000 2,000,000 2,462,313 2,462,313 - - Impact Minerals Ltd | Annual Report 2018 79 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (CONTINUED) NOTE 24: FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued) Fair value sensitivity analysis for fixed rate instruments The Group does not account for any fixed rate financial assets or liabilities at fair value through profit or loss. Therefore, a change in interest rates at the reporting date would not affect profit or loss. Cash flow sensitivity analysis for variable rate instruments A change of 100 basis points in interest rates at the reporting date would have increased/(decreased) equity and profit or loss by the amounts shown below: Profit or loss Equity Carrying value at period end $ 100 bp increase $ 100 bp decrease $ 100 bp increase $ 100 bp decrease $ Consolidated – 2018 Financial assets Cash and cash equivalents 3,514,002 Cash flow sensitivity (net) Consolidated – 2017 Financial assets 37,115 37,115 (37,115) (37,115) 37,115 37,115 (37,115) (37,115) Cash and cash equivalents 1,917,206 Cash flow sensitivity (net) 20,088 20,088 (20,088) (20,088) 20,088 20,088 (20,088) (20,088) Credit risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables from customers and investment securities. The Group trades only with recognised, creditworthy third parties. It is the Group policy that all customers who wish to trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not significant. The maximum exposure to credit risk is the carrying value of the receivable, net of any provision for doubtful debts. With respect to credit risk arising from the other financial assets of the Group, which comprise cash and cash equivalents, the Group’s exposure to credit risk arises from default of the counter party, with a maximum exposure equal to the carrying amount of these instruments. This risk is minimised by reviewing term deposit accounts from time to time with approved banks of a sufficient credit rating which is AA and above. Exposure to credit risk The carrying amount of the Group’s financial assets represents the maximum credit exposure. The Group’s maximum exposure to credit risk at the reporting date was: 80 Impact Minerals Ltd | Annual Report 2018 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (CONTINUED) NOTE 24: FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued) Cash and cash equivalents Trade and other receivables Foreign currency risk CONSOLIDATED 2018 $ 3,514,002 668,167 4,182,169 2017 $ 1,917,206 37,619 1,954,825 Exposure to foreign exchange risk may result in the fair value or future cash flows of a financial instrument fluctuating due to movement in foreign exchange rates of currencies in which the Group holds financial instruments which are other than the AUD functional currency of the Group. The Group is exposed to fluctuations in foreign currencies arising from the purchase of goods and services in currencies other than the Company’s measurement currency (namely $USD and Botswana Pula). The Group’s exposure to foreign currency risk is minimal at this stage of its operations. Commodity price risk The Group’s exposure to commodity price risk is minimal at this stage of its operations. Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The Group’s objective is to maintain a balance between continuity of funding and flexibility. The following are the contractual maturities of financial liabilities: Consolidated – 2018 Trade and other payables Trade and other receivables Consolidated – 2017 Trade and other payables Trade and other receivables Carrying amount $ Contractual cash flows $ 6 months or less $ 255,325 255,325 668,167 668,167 462,313 462,313 37,619 37,619 - - - - - - - - 255,325 255,325 668,167 668,167 462,313 462,313 37,619 37,619 Impact Minerals Ltd | Annual Report 2018 81 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (CONTINUED) NOTE 24: FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued) Fair value of financial assets and liabilities The fair value of cash and cash equivalents and non-interest bearing financial assets and financial liabilities of the Group is equal to their carrying value. Capital risk management The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The management of the Group’s capital is performed by the Board. The capital structure of the Group consists of net debt (trade payables, provisions and financial liabilities detailed in Notes 13, 14 and 15 offset by cash and bank balances) and equity of the Group (comprising contributed issued capital, reserves, offset by accumulated losses detailed in Notes 16, 17 and 18). The Group is not subject to any externally imposed capital requirements. None of the Group’s entities are subject to externally imposed capital requirements. NOTE 25: SHARE-BASED PAYMENTS Share Option Plan The Group has a Director and Employee Option Acquisition Plan (“Option Plan”) for Directors, employees and contractors of the Group. In accordance with the provisions of the Option Plan, as approved by shareholders at the 2015 Annual General Meeting, executives and employees may be granted options at the discretion of the Directors. Options issued to Directors are subject to approval by shareholders. Each share option converts into one ordinary share of Impact Minerals Limited on exercise. No amounts are paid or are payable by the recipient on receipt of the option. The options carry neither rights of dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry. 82 Impact Minerals Ltd | Annual Report 2018 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (CONTINUED) NOTE 25: SHARE-BASED PAYMENTS (Continued) The following share-based payment arrangements were in existence during the reporting period: Option series Number Grant date Expiry date Vesting date Exercise price Fair value at grant date 25(1) 45,000,000 7 Aug 2015 7 Aug 2018 Immediate 26 27 28 26,000,000 29 Sep 2015 29 Sep 2018 29 Sep 2016 12,500,000 29 Sep 2015 29 Sep 2019 29 Sep 2017 12,500,000 29 Sep 2015 29 Sep 2020 29 Sep 2018 29(2) 26,428,572 21 Oct 2015 21 Oct 2018 Immediate 1,000,000 13 May 2016 29 Sep 2018 29 Sep 2016 $0.0325 $0.0367 $0.045 $0.07 $0.0325 $0.0367 3,000,000 13 May 2016 29 Sep 2019 29 Sep 2017 $0.045 3,000,000 13 May 2016 29 Sep 2020 29 Sep 2018 89,479,590 21 Jun 2017 15 Jun 2020 Immediate 243,952,410 11 Sep 2017 15 Jun 2020 Immediate 124,960,556 7 Nov 2017 15 Jun 2020 Immediate 37,500,000 21 Dec 2017 15 Jun 2020 Immediate 4,000,000 21 Dec 2017 15 Jun 2020 Immediate $0.07 $0.04 $0.04 $0.04 $0.04 $0.04 30 31 32 33(3) 34(4) 35(5) 36(6) 37(7) $0.0185 $0.0139 $0.0149 $0.0143 N/A $0.012 $0.0133 $0.0132 N/A N/A N/A N/A N/A (1) Options issued to Squadron Resources Pty Ltd (Squadron) as part of the Convertible Note issue and ratified by shareholders at the 2015 Annual General Meeting. (2) Options issued to Squadron and approved by shareholders at the 2015 Annual General Meeting. (3) Three free attaching listed options were issued for each two new shares subscribed for under the Share Purchase Plan (SPP) concluded in June 2017. (4) Three free attaching listed options were issued for each two new shares subscribed for under the Shortfall Offer to the SPP concluded in September 2017. (5) One free attaching listed option was issued for each new share subscribed for under a Placement concluded in November 2017. (6) One free attaching listed option was issued for each new share subscribed for under a Placement concluded in December 2017. (7) Listed options issued to the Lead Manager of the November Placement as part consideration. Fair value of share options granted during the year The fair value of share options at grant date is determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the share price at grant date, the expected price volatility of the underlying share and the risk-free rate for the term of the option. The fair value of share options issued during the year was $109,338 (2017: $295,768). Impact Minerals Ltd | Annual Report 2018 83 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (CONTINUED) NOTE 25: SHARE-BASED PAYMENTS (Continued) Movements in share options during the year Movement in the number of share options on issue during the year: 2018 2017 Number of options Weighted average exercise price $ Number of options Weighted average exercise price $ Outstanding at the beginning of the year 218,926,162 Issued pursuant to the share purchase plan (listed) - Issued pursuant to shortfall offer (listed) Issued pursuant to placements (listed) Issued to lead manager (listed) 243,952,410 162,460,556 4,000,000 Granted during the year Expired during the year Cancelled during the year - - - Outstanding at the end of the year Exercisable at the end of the year 629,339,128 613,839,128 0.04 - 0.04 0.04 0.04 - - - 0.04 0.04 141,828,572 89,497,590 0.04 0.04 - - - - (12,400,000) - 218,926,162 187,926,162 - - - - 0.10 - 0.04 0.04 The weighted average remaining contractual life of share options outstanding at the end of the year was 1.68 years (2017: 2.14 years). Share options outstanding at the end of the year Share options issued and outstanding at the end of the year have the following exercise prices: Expiry date 7 August 2018 29 September 2018 21 October 2018 29 September 2019 15 June 2020 (listed) 29 September 2020 Totals Exercise price $ 0.0325 0.0367 0.0325 0.045 0.04 0.07 2018 Number 45,000,000 27,000,000 26,428,572 15,500,000 499,910,556 15,500,000 629,339,128 2017 Number 45,000,000 27,000,000 26,428,572 15,500,000 89,497,590 15,500,000 218,926,162 84 Impact Minerals Ltd | Annual Report 2018 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (CONTINUED) NOTE 26: RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES Cash flows from operating activities Profit/(Loss) for the period Non-cash flows in profit/(loss): - Depreciation - Share-based remuneration - Finance costs - Exploration expenditure write-off - Research and development tax rebate Changes in assets and liabilities - Decrease/(Increase) in trade and other receivables - Decrease/(Increase) in other non-current assets - Increase/(Decrease) in trade creditors and accruals - Increase/(Decrease) in provisions Net cash from/(used in) operating activities CONSOLIDATED 2018 $ 2017 $ (812,796) (721,564) 3,996 109,338 222,430 228,353 (644,894) 14,347 (1,455) 22,523 (18,368) (876,526) 1,967 295,768 201,457 101,406 - 32,660 447 (15,500) 150,901 47,542 Non-cash investing and financing activities There were no non-cash investing and financing activities during the year. NOTE 27: RELATED PARTY DISCLOSURE a) Parent entity Class Country of incorporation Impact Minerals Limited Ordinary Australia Ownership 2018 % - 2017 % - Impact Minerals Ltd | Annual Report 2018 85 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (CONTINUED) NOTE 27: RELATED PARTY DISCLOSURE (Continued) b) Subsidiaries Aurigen Pty Ltd Siouville Pty Ltd Drummond East Pty Ltd Class Ordinary Ordinary Ordinary Country of incorporation Australia Australia Australia Seam Holdings Pty Ltd(i) Ordinary British Virgin Islands Icilion Investments (Pty) Ltd(ii) Xade Minerals (Pty) Ltd(iii) Invictus Gold Limited Drummond West Pty Ltd(iv) Endeavour Minerals Pty Ltd(v) Ordinary Ordinary Ordinary Ordinary Ordinary Blackridge Exploration Pty Ltd(vi) Ordinary Botswana Botswana Australia Australia Australia Australia Ownership 2018 % 2017 % 100 100 100 100 100 n/a 100 100 100 100 100 100 100 100 100 100 100 100 100 n/a (i) (ii) (iii) (iv) (v) (vi) Seam Holdings Pty Ltd is a wholly owned subsidiary of Drummond East Pty Ltd. Icilion Investments (Pty) Ltd is a wholly owned subsidiary of Seam Holdings Pty Ltd. Xade Minerals (Pty) Ltd was deregistered on 30 January 2018. Drummond West Pty Ltd is a wholly owned subsidiary of Invictus Gold Limited. Endeavour Minerals Pty Ltd is a wholly owned subsidiary of Invictus Gold Limited. Brentwood Exploration Pty Ltd was incorporated on 6 April 2018 and is a wholly owned subsidiary of Drummond West Pty Ltd. c) Loans to and investments in controlled entities Loans are provided by the Parent Entity to its controlled entities for their respective operating activities. Amounts receivable from controlled entities are non-interest bearing with no fixed term of repayment. The carrying value of investments in controlled entities is recognised as an asset in the Parent Entity. The future successful commercial application of these projects or the sale to third parties supports the recognition and recoverability of these assets held in the Parent Entity. Aurigen Pty Ltd Siouville Pty Ltd Drummond East Pty Ltd Seam Holdings Pty Ltd Icilion Investments (Pty) Ltd Drummond West Pty Ltd(i) (i) Loan from Invictus Gold Limited. 86 Impact Minerals Ltd | Annual Report 2018 2018 $ 607,130 136,372 204,416 9,902 2017 $ 607,130 136,372 33,653 9,902 5,669,068 5,659,682 3,527,418 3,527,418 10,154,306 9,974,157 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (CONTINUED) NOTE 27: RELATED PARTY DISCLOSURE (Continued) d) Key management personnel compensation Short-term employee benefits Post-employment benefits Share-based payments 2018 $ 519,875 8,550 59,554 587,979 2017 $ 510,867 8,550 172,027 691,444 Detailed remuneration disclosures are provided in the Remuneration Report on pages 38 to 44. NOTE 28: PARENT ENTITY DISCLOSURE Financial Performance Profit/(loss) for the year Other comprehensive income Total comprehensive profit/(loss) Financial Position ASSETS Current assets Non-current assets TOTAL ASSETS LIABILITIES Current liabilities TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Option reserve Transactions with non-controlling interest Accumulated losses TOTAL EQUITY 2018 $ 2017 $ (961,789) (439,889) - - (961,789) (439,889) 4,179,991 2,137,384 14,169,831 11,308,419 18,349,822 13,445,803 463,325 463,325 2,685,269 2,685,269 17,886,497 10,760,534 44,900,024 36,933,610 1,418,620 1,297,282 (1,161,069) (1,161,069) (27,271,078) (26,309,289) 17,886,497 10,760,534 No guarantees have been entered into by Impact Minerals Limited in relation to the debts of its subsidiaries. Impact Minerals Limited had no expenditure commitments as at 30 June 2018 other than the commitment in relation to the lease of office premises as disclosed in Note 23. Impact Minerals Ltd | Annual Report 2018 87 DIRECTORS’ DECLARATION The Directors of Impact Minerals Limited declare that: 1) in the Directors’ opinion, the financial statements and notes set out on pages 47 to 87 and the Remuneration Report in the Directors’ Report are in accordance with the Corporations Act 2001, including: a) b) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2018 and of its performance, for the financial year ended on that date; and complying with Australian Accounting Standards (including the Australian Accounting Interpretations), Corporations Regulations 2001 and mandatory professional reporting requirements. 2) 3) the financial statements also comply with International Financial Reporting Standards as disclosed in Note 2; and there are reasonable grounds to believe that the consolidated entity will be able to pay its debts as and when they become due and payable. The Directors have been given the declarations required by Section 295A of the Corporations Act 2001 by the Managing Director and Chief Financial Officer for the financial year ended 30 June 2018. Signed in accordance with a resolution of the Directors. Peter Unsworth Chairman Perth, Western Australia 21 September 2018 88 Impact Minerals Ltd | Annual Report 2018 Independent Auditor's Report To the Members of Impact Minerals Limited Report on the Audit of the Financial Report Opinion We have audited the financial report of Impact Minerals Limited (“the Company”) and its subsidiaries (“the Group”), which comprises the consolidated statement of financial position as at 30 June 2018, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the directors’ declaration. In our opinion: a. the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: (i) (ii) giving a true and fair view of the Group’s financial position as at 30 June 2018 and of its financial performance for the year then ended; and complying with Australian Accounting Standards and the Corporations Regulations 2001. b. the financial report also complies with International Financial Reporting Standards as disclosed in Note 2. Basis for Opinion We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independent Auditor’s Report To the Members of Impact Minerals Limited (Continued) Key Audit Matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matter How our audit addressed the key audit matter Exploration and Evaluation Expenditure – $15,441,823 (Refer to Note 2(m) and Note 11) Exploration and evaluation expenditure is a key audit matter due to: The significance of the balance to the Group’s consolidated financial position. The level of judgement required in evaluating management’s application of the requirements of AASB 6 Exploration for and Evaluation of Mineral Resources. AASB 6 is an industry specific accounting standard requiring the application of significant judgements, estimates and industry knowledge. This includes specific requirements for expenditure to be capitalised as an asset and subsequent requirements which must be complied with for capitalised expenditure to continue to be carried as an asset. The assessment of impairment of exploration and evaluation expenditure being inherently difficult. Our procedures included, amongst others: Assessing management’s determination of its areas of interest for consistency with the definition in AASB 6. This involved analysing the tenements in which the Group holds an interest and the exploration programmes planned for those tenements; For each area of interest, we assessed the Group’s rights to tenure by corroborating to government registries and evaluating agreements in place with other parties as applicable; We tested the additions to capitalised expenditure for the year by evaluating a sample of recorded expenditure for consistency to underlying records, the capitalisation requirements of the Group’s accounting policy and the requirements of AASB 6; We considered the activities in each area of interest to date and assessed the planned future activities for each area of interest by evaluating budgets for each area of interest; We assessed each area of interest for one or more of the following circumstances that may indicate impairment of the capitalised expenditure: the licenses for the right to explore expiring in the near future or are not expected to be renewed; substantive expenditure for further exploration in the specific area is neither budgeted or planned; decision or intent by the Group to discontinue activities in the specific area of interest due to lack of commercially viable quantities of resources. Independent Auditor’s Report To the Members of Impact Minerals Limited (Continued) Key audit matter How our audit addressed the key audit matter data indicating that, although a development in the specific area is likely to proceed, the carrying amount of the exploration asset is unlikely to be recovered in full from successful development or sale. Other Information The directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 30 June 2018, but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the Directors for the Financial Report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In Note 2, the directors also state in accordance with Australian Accounting Standard AASB 101 Presentation of Financial Statements, that the financial report complies with International Financial Reporting Standards. In preparing the financial report, the directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Report Our responsibility is to express an opinion on the financial report based on our audit. Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. Independent Auditor’s Report To the Members of Impact Minerals Limited (Continued) As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion. We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Independent Auditor’s Report To the Members of Impact Minerals Limited (Continued) Report on the Remuneration Report We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2018. The directors of the Company are responsible for the preparation and presentation of the remuneration report in accordance with s 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with Australian Auditing Standards. Auditor’s Opinion In our opinion, the Remuneration Report of Impact Minerals Limited, for the year ended 30 June 2018, complies with section 300A of the Corporations Act 2001. BENTLEYS Chartered Accountants DOUG BELL CA Partner Dated at Perth this 21st day of September 2018 ADDITIONAL SHAREHOLDER INFORMATION AS AT 11 SEPTEMBER 2018 Additional information required by the Australian Securities Exchange Limited and not shown elsewhere in this report is as follows. 1. Distribution of Holders of Equity Securities Analysis of number of equity security holders by size of holding: Shares Held - - - 1,000 1 5,000 1,001 5,001 10,000 10,001 - 100,000 100,001 and over Total Shareholders 138 109 114 1,000 843 2,204 The number of holders of less than a marketable parcel of ordinary fully paid shares is 892. 2. Substantial Shareholders Substantial shareholders (i.e. shareholders who hold 5% or more of the issued capital): MRS SUSANNE BUNNENEBERG ABC BETEILIGUNGEN AG Number of shares 200,199,999 190,314,650 Percentage held 15.15 14.40 3. Voting Rights (a) Ordinary Shares Each shareholder is entitled to receive notice of and attend and vote at general meetings of the Company. At a general meeting, every shareholder present in person or by proxy, representative of attorney will have one vote on a show of hands and on a poll, one vote for each share held. (b) Options No voting rights. 4. Quoted Securities on Issue The Company has 1,321,679,789 quoted shares on issue. The Company has 499,910,556 quoted options on issue exercisable at $0.04 on or before 15 June 2020. 5. On-Market Buy Back There is no current on-market buy back. 94 Impact Minerals Ltd | Annual Report 2018 ADDITIONAL SHAREHOLDER INFORMATION AS AT 11 SEPTEMBER 2018 (CONTINUED) 6. Unquoted Equity Securities Options exercisable at $0.0367 on or before 29 September 2018 27,000,000 Options exercisable at $0.0325 on or before 21 October 2018 26,428,572 Options exercisable at $0.045 on or before 29 September 2019 15,500,000 Options exercisable at $0.07 on or before 29 September 2020 15,500,000 9 1 10 10 Number on issue Number of holders 7. Twenty Largest Holders of Quoted Ordinary Shares Shareholder J P MORGAN NOMINEES AUSTRALIA LIMITED SQUADRON RESOURCES PTY LTD ABC BETEILIGUNGEN AG DEUTSCHE BALATON AKTIENGESELLSCHAFT V7 INVESTMENT & DEVELOPMENT AVIANA HOLDINGS PTY LTD CHINA GROWTH MINERALS LIMITED Number of shares Percentage held 276,254,778 195,767,196 116,254,948 43,200,000 25,500,000 13,157,895 11,840,470 SUTTON NOMINEES PTY LTD 11,483,847 YANARA NOMINEES PTY LTD P J ENTERPRISES PTY LIMITED NATIONAL NOMINEES LIMITED BNP PARIBAS NOMINEES PTY LTD NETWEALTH INVESTMENTS LIMITED MR YUNG WING HO + MRS KATHERINE KAM LING HO HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED SDG NOMINEES PTY LTD MR JOSEPH ADAM LEE MR MARKUS ELSASSER BALINTORE PTY LTD MANOTEL PTY LTD 11,287,356 10,385,913 10,060,556 9,331,360 7,386,675 7,315,888 6,950,000 6,833,334 6,700,000 6,643,735 6,216,667 5,608,185 20.90 14.81 8.80 3.27 1.93 1.00 0.90 0.87 0.85 0.79 0.76 0.71 0.56 0.55 0.53 0.52 0.51 0.50 0.47 0.42 788,178,803 59.63 Impact Minerals Ltd | Annual Report 2018 95 ADDITIONAL SHAREHOLDER INFORMATION AS AT 11 SEPTEMBER 2018 (CONTINUED) 8. Twenty Largest Holders of Quoted $0.04 Options exercisable on or before 15 June 2020 Shareholder ABC BETEILIGUNGEN AG MR DAVID CHRISTOPHER KEMP HSBC CUTODY NOMINEES (AUSTRALIA) LIMITED Number of options Percentage held 155,632,402 31.13 14,887,855 14,199,637 2.98 2.84 2.60 2.49 2.33 2.03 2.00 2.00 1.70 1.20 1.17 1.04 1.00 0.94 0.91 0.90 0.75 0.70 0.70 V7 INVESTMENT & DEVELOPMENT 13,000,000 TOWNS CORPORATION PTY LTD FORSYTH BARR CUSTODIANS LTD J P MORGAN NOMINEES AUSTRALIA LIMITED MR MICHAEL REX HUNT MR MARK ANDREW TKOCZ GOFFACAN PTY LTD 12,450,000 11,650,001 10,166,668 10,000,000 10,000,000 8,520,000 M & K KORKIDAS PTY LTD 6,000,000 YANARA NOMINEES PTY LTD MR BASIM MOZAYAN MR ALISTAIR C WILLIAMS <0883005 A/C> SAHARA POOL & SOLAR PTY LTD ERIC ANTHONY FREDERICK BENNIK FCS PREMIER PTY LTD ROXTEL PTY LTD MR PETER FABIAN HELLINGS MS JUDY CHRISTINE TAN 5,833,334 5,200,000 5,000,000 4,716,667 4,555,247 4,500,000 3,750,000 3,500,000 3,500,000 307,061,811 61.42 96 Impact Minerals Ltd | Annual Report 2018 TENEMENT SCHEDULE Project / Tenement Location Status IPT Interest at end of quarter Commonwealth Project New South Wales EL5874 EL8212 EL8252 EL8504 EL8505 EL8632 Broken Hill Project New South Wales EL7390 EL8234 EL8636 EL8674 EL8609 Mulga Tank Project Western Australia E39/988 E39/1072 E39/1439 E39/1440 E39/1441 E39/1442 E39/1513 E39/1761 E39/1766 E39/1767 E39/1768 E39/1997 E39/2018 E39/2019 E39/2022 E39/2065 Clermont Project Queensland EPM14116 Blackridge Project Queensland EPM26806 Bundock Project Queensland EPM26967 EPM26968 EPM26969 EPM26970 Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Application Granted Application Application Application Application Application 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% - 100% - 90% 90% 90% 90% Impact Minerals Ltd | Annual Report 2018 97 98 Impact Minerals Ltd | Annual Report 2018 Impact Minerals Ltd | Annual Report 2018 99 ABN: 52 119 062 261 26 Richardson Street, West Perth Western Australia 6005 +61 (08) 6454 6666 Phone: Facsimile: +61 (08) 6454 6667 Email: Website: info@impactminerals.com.au www.impactminerals.com.au 100 Impact Minerals Ltd | Annual Report 2018 . u a m o c . i s l a r e n m t c a p m i

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