CRITICA LIMITED — Capital/Financing Update 2021

Jan 19, 2021

ASX Announcement

Wednesday, 20 January 2021

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Final Funding Secured for Riley Iron Ore Mine

HIGHLIGHTS

• [Venture will undertake a placement of 181,818,182 shares at $0.055 each to raise ] $10,000,000;

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• [Full funding for the Riley Iron Ore Mine Wet Screening Plant and first shipment working ] capital is now complete, clearing the pathway to iron ore production;

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• [All long lead equipment items have now been sourced and will be secured following ] completion of the placement;

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• [Stage One of the Wet Screening Plant construction including ROM, concrete ] foundations and site works are now completed; and

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• [Funds to also advance Venture’s Golden Grove North Zinc-Copper-Gold Project ] and Kulin Project with a minimum 3000 metre drilling program currently underway.

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Venture Minerals Limited (Company or Venture) ( ASX: VMS) is pleased to announce it has received firm commitments from sophisticated, professional, and institutional investors to raise $10,000,000 (before costs) through a placement of 181,818,182 fully paid ordinary shares ( Shares ) at an issue price of $0.055 per Share (the Placement ).

The issue price for the Placement represents a 10.7% discount to the volume weighted average price of the Shares traded on the ASX during the 15 trading days on which sales in the Shares were recorded immediately prior to the date of this announcement.

The Placement fully funds development at Riley, allowing the Company to complete the final stages of the Wet Screening Plant construction and commissioning paving the way for Venture to deliver its first iron ore shipment in Q2 2021.

Venture was focused on financing the construction and commissioning of the Wet Screening Plant through debt however, the opportunity had presented itself to raise equity given the recent strength in the Company’s share price; a result of exploration success at the Golden Grove North and Kulin Projects and sustained increases in iron ore prices.

The Board believes the ability to raise equity significantly de-risks the project and the potential impact on the company as it transitions from an explorer to a producer.

Riley’s short mine life and quick time to production presents a unique opportunity to capitalise on the current historically high iron ore price and realise significant cash-flow for Venture in the near-term. The Board looks forward to the commencement of mining at Riley and Venture’s exciting future as both an explorer and producer.

Iron ore prices have been strong throughout 2020 and into 2021 with the outlook for the rest of the calendar year remaining positive due to continued demand generated by Chinese government infrastructure spending and ongoing supply concerns from Brazil.

Venture Minerals Limited Level 3, Suite 3, 24 Outram Street, West Perth, Western Australia T: + 61 8 6279 9428 | F: + 61 8 6500 9986 | admin@ventureminerals.com.au | www.ventureminerals.com.au

ASX : VMS

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In addition, funds will be utilised on exploration at Venture’s priority exploration Project at Golden Grove North, as it looks to target extensions to the recent drill intersections of up to 7% Zinc, 1.3% Copper and 2.1g/t Gold at Orcus and other newly identified, strong EM conductors situated along the VMS Target Zone.

Funds will also be utilised at the 100% owned Kulin Project, with the recent commencement of drilling as part of the minimum 3000 metre drilling program currently underway in Western Australia, designed to bring forward a potential new gold discovery.

Placement

The Placement will be completed pursuant to the Company’s existing capacity under ASX Listing Rule 7.1 of 79,223,765 and Listing Rule 7.1A of 102,594,417. Shares issued under the Placement will rank equally with existing Shares on issue.

The Placement will be conducted without a prospectus with the Shares being offered to and subscribed for by investors to whom disclosure is not required under the Corporations Act.

Settlement of the Placement is expected to occur on 28[th] January 2021, with the Shares expected to be issued and commence trading on the same day.

Canaccord Genuity (Australia) Pty Ltd ( Canaccord ) has been appointed as Lead Manager to the Placement.

This announcement effectively lifts the trading halt requested on 18 January 2021. The company is not aware of any reason why the ASX would not allow trading to commence immediately.

Authorised by the Board of Venture Minerals Limited.

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Andrew Radonjic

Managing Director

Venture Minerals Limited | ASX : VMS Level 3, Suite 3, 24 Outram Street, West Perth, Western Australia T: + 61 8 6279 9428 | F: + 61 8 6500 9986 | admin@ventureminerals.com.au | www.ventureminerals.com.au

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About Venture

Venture Minerals Ltd (ASX: VMS) is entering an exciting phase as it looks to move from explorer to producer with production at the Riley Iron Ore Mine in northwest Tasmania. At the neighbouring Mount Lindsay Tin‐ Tungsten Project in North West Tasmania, higher Tin prices and the recognition of Tin as a fundamental metal to the battery revolution has refocused Venture’s approach to developing Mount Lindsay. Already one of the world's largest undeveloped Tin deposits, the Company has commissioned an Underground Scoping Study on Mount Lindsay that will leverage off the previously completed feasibility work. In Western Australia, Chalice Gold Mines (ASX: CHN) recently committed to spend up to $3.7m in Venture’s South West Project, to advance previous exploration completed by Venture to test a Julimar lookalike Nickel-Copper-PGE target. At the Company’s Golden Grove North Project, it has already intersected up to 7% Zinc, 1.3% Copper and 2.1g/t Gold at Orcus and there are several, strong EM conductors situated along the VMS (Volcanogenic Massive Sulfide) along strike to the world class Golden Grove Zinc-Copper-Gold Mine. Venture has recently commenced a drill program designed to bring forward a potential new gold discovery at the Kulin Project.

COVID-19 Business Update

Venture is responding to the COVID-19 pandemic to ensure impacts are mitigated across all aspects of Company operations. Venture continues to assess developments and update the Company’s response with the highest priority on the safety and wellbeing of employees, contractors and local communities. Venture will utilise a local workforce and contractors where possible, and for critical mine employees that are required to fly in and fly out, Venture has obtained the appropriate COVID-19 entry permits into Tasmania.

Authorised by: For more information, please contact Andrew Radonjic Cameron Morse Managing Director Media enquiries Venture Minerals Limited FTI Consulting Telephone: +61 8 6279 9428 Telephone: +61 (0) 8 9321 8533 Email: admin@ventureminerals.com.au Mobile: +61 (0) 433 886 871 Email: cameron.morse@fticonsulting.com

Venture Minerals Limited | ASX : VMS Level 3, Suite 3, 24 Outram Street, West Perth, Western Australia T: + 61 8 6279 9428 | F: + 61 8 6500 9986 | admin@ventureminerals.com.au | www.ventureminerals.com.au

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