CRITICA LIMITED — Capital/Financing Update 2021

Jan 19, 2021

Proposed issue of securities

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Announcement Summary

Entity name

VENTURE MINERALS LIMITED

Announcement Type

New announcement

Date of this announcement

Wednesday January 20, 2021

The Proposed issue is:

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A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
VMSAO	OPTION EXPIRING VARIOUS DATES EX VARIOUS	5,000,000
	PRICES
VMS	ORDINARY FULLY PAID	181,818,182
Proposed +issue date
Thursday January 28, 2021

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

VENTURE MINERALS LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

ABN

Registration Number

51119678385

1.3 ASX issuer code

VMS

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Wednesday January 20, 2021

1.6 The Proposed issue is:

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A placement or other type of issue

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity

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No

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description

VMS : ORDINARY FULLY PAID

Number of +securities proposed to be issued

181,818,182

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.05500

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

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Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description

VMSAO : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES

Number of +securities proposed to be issued

5,000,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Unlisted Options issued to Brokers with an expiry date of 2 years on or around 28 January 2023.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.077000 Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 7C - Timetable

7C.1 Proposed +issue date Thursday January 28, 2021 Part 7D - Listing Rule requirements

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7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

79,223,765 ordinary shares

5,000,000 unlisted options with an exercise price of $0.077 and expiry date of 2 years on or around 28 January 2023.

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? Yes

7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A?

102,594,417

7D.1c ( ii ) Please explain why the entity has chosen to do a placement rather than a +pro rata issue or an offer under a +security purchase plan in which existing ordinary +security holders would have been eligible to participate

The company has completed an offer in the past 6 months to eligible security holders and considers the private placement to be the most efficient mechanism to raise the required capital for development and exploration activities in a timely manner.

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker? Canaccord Genuity (Australia) Limited. 7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? 2% Lead Manager Fee 4% Broker fee $25,000 corporate advisory fee 7E.2 Is the proposed issue to be underwritten? No

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7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

5,000,000 options with an exercise price of $0.077 and expiry date of 2 years on or around 28 January 2023.

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

-Purchase of equipment and commissioning of the Wet Processing Plant at Riley.

-Start up working capital for the mining operations at Riley.

-Drilling and exploration at Kulin and Golden Grove North Projects. -Additional working capital.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

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