20 April, 2016

Dear Shareholder,

SHARE PURCHASE PLAN - OFFER TO PARTICIPATE

Further to the announcement on 14 April, 2016, Impact Minerals Limited (Impact or the Company) (ASX code: IPT) is pleased to invite Eligible Shareholders (as defined below) to participate, on a first-come first-served basis, in a Share Purchase Plan (Share Purchase Plan or SPP) to acquire new fully paid ordinary shares in the Company (Offer Shares) at the issue price of $0.024 per Offer Share on the terms and conditions enclosed with this letter (Terms and Conditions).

This letter and the Terms and Conditions are collectively defined as the "Offer Documents". Shareholders eligible to participate in the Share Purchase Plan

Each individual or entity that is a registered holder (Shareholder) of fully paid ordinary shares (Share) as at 5.00pm (WST) on 13 April, 2016 (Record Date) with a registered address in Australia or New Zealand (Eligible Shareholder) will be eligible to participate in the SPP.

Participation in the SPP is optional. Accordingly, an Eligible Shareholder may, but is not required to, subscribe for Offer Shares.

Offer under the Share Purchase Plan

Under the SPP, the Company is offering up to 41,666,667 Offer Shares at an issue price of

$0.024 per Offer Share to raise up to $1,000,000 before expenses (SPP Offer). Each Eligible Shareholder is entitled, irrespective of the number of Shares that they hold, to purchase up to

$15,000 worth of Offer Shares at the issue price of $0.024 each (subject to the Terms and Conditions). The SPP is underwritten to the amount of $1,000,000 (Underwritten Amount) by Patersons Securities Limited (Underwriter). Any Offer Shares not subscribed for by Eligible Shareholders (Shortfall) will be taken up by the Underwriter or its nominees as provided for under the terms of the underwriting agreement.

The issue price of $0.024 per Offer Share represents a discount of 17.6% to the volume weighted average price (VWAP) of the Company's Shares traded on Australian Securities Exchange (ASX) during the 5 trading days immediately prior to the announcement date of the SPP Offer. This VWAP average is $0.029.

T +61 (8) 6454 6666 F +61 (8) 6454 6667

A 26 Richardson Street West Perth Western Australia 6005

E [email protected]

W impactminerals.com.au

ABN 52 119 062 261

Participation

Eligible Shareholders may acquire a maximum of $15,000 worth of Offer Shares under the SPP by agreeing to accept one of the following parcels:

An Eligible Shareholder that does not wish to participate in the SPP is not required to do anything and may disregard this letter and the other Offer Documents. In this event, the number of Shares held by that Eligible Shareholder will not change but the percentage of their shareholding in the Company will be diluted.

The Directors reserve the right to expand the size of the SPP (Subject to the Listing Rules) or to scale back SPP acceptances at its discretion.

Purpose and use of funds

The purpose of the SPP Offer is to raise up to $1,000,000 before costs. If full subscription is achieved, the Company intends to apply those funds raised as follows:

The information set out in the above table is a statement of present intention as at the date of the Offer Documents. The exact amount of funds spent by the Company will depend on many factors that cannot be ascertained at this time. Accordingly, the Directors reserve the right to alter how the funds raised will be applied.

Application procedure

An application for Offer Shares under the SPP (Application) may be made by an Eligible Shareholder (Applicant) using the enclosed SPP Application Form (Application Form) returned to the Company by reply paid envelope.

Details of how to participate in the SPP are set out in the Terms and Conditions.

Timetable

Set out below is an indicative timetable for the SPP Offer.

Subject to the Listing Rules, the dates in the table above are indicative only and subject to change. The Company reserves the right to vary these dates, including whether to close the SPP Offer early or accept late Applications, either generally or in particular cases, without notifying any recipient of the Offer Documents or any Applicants. Eligible Shareholders who wish to submit an Application are encouraged to do so as soon as practicable after the SPP Offer opens.

Terms and Conditions

The full terms and conditions of the SPP are set out in the Terms and Conditions. By making an Application, an Eligible Shareholder will have agreed to be bound by those terms and conditions.

If you wish to discuss any information contained in the Offer Documents, please contact the Company Secretary, Bernard Crawford on +61 8 6454 6666.

Yours faithfully

Peter Unsworth Chairman

Impact Minerals Limited

Forward Looking Statements

This document (Document) is provided on the basis that neither of Impact Minerals Limited ACN 119 062 261 (Company) nor its respective officers, shareholders, related bodies corporate, partners, affiliates, employees, representatives and advisers make any representation or warranty (express or implied) as to the origin, validity, accuracy, reliability, relevance, currency or completeness of the material contained in the Document and no responsibility is taken for any errors or omissions. Nothing contained in the Document is, or may be relied upon as, a promise, representation or warranty, whether as to the past or the future. The Company excludes all warranties (including implied warranties) and all liability that can be excluded by law for any loss, claim, damage, cost or expense of any nature arising out of the Document (or any accompanying or other information) whatsoever, nor by reason of any reliance upon it. The Company does not accept any responsibility to update any person regarding any inaccuracy, omission or change in information in this Document or any other information made available to a person nor any obligation to furnish the person with any further information, other than to the extent required by law.

The Document may contain prospective financial material which is predictive in nature and based on certain assumptions. Accordingly, actual financial results may be affected by assumptions which prove to be inaccurate or by known or unknown risks and uncertainties, and are likely to differ, possibly materially, from results ultimately achieved. The Document may contain "forward-looking statements". All statements other than those of historical facts included in the Document are forward-looking statements including, without limitation, (i) estimates of future earnings, and the sensitivity of earnings to the gold and other metals prices; (ii) estimates of future gold and other metals production and sales; (iii) estimates of future cash costs; (iv) estimates of future cash flows, and the sensitivity of cash flows to gold and other metals prices; (v) estimates of future capital expenditures; and (vi) estimates of reserves, and statements regarding future exploration results and the replacement of reserves. Where the Company expresses or implies an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by such forward-looking statements. Such risks include, but are not limited to, gold and other metals price volatility, currency fluctuations, increased production costs and variances in ore grade, recovery rates or other matters from those assumed in mining plans, as well as political and operational risks and governmental regulation and judicial outcomes. The Company does not undertake any obligation to release publicly any revisions to any "forward-looking statement" to reflect events or circumstances after the date of the Document, or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws.