CRITICA LIMITED — Proxy Solicitation & Information Statement 2010

Apr 5, 2010

Notice of General Meeting

Project Highlights

ASX Announcement Tuesday, 6 April 2010 Ref: /VMS/606/VMS00217

Please find attached a Notice of General Meeting of Shareholders currently in the process of being despatched to shareholders.

For more detail on Venture Minerals Ltd please refer to previous Venture Minerals Ltd Australian Securities Exchange (ASX) Announcements or visit the Venture Minerals Ltd website: www.ventureminerals.com.au.

Kind regards

==> picture [104 x 73] intentionally omitted <==

Brett Dunnachie Company Secretary

Major High Grade Tungsten Discovery

Recent High Grade Tin Discovery

Substantial Tin/ Tungsten & Magnetite Resource Base

Australia’s Third Largest Tin Resource Excellent Infrastructure Road/Rail/Power/Port

Located in North-West Tasmania 140 years of mining precedent

Scoping Study Highlights

Delivers $700M in Net Cash (LOM) Greater than 7 years of mine life

Average Annual Net Revenue $109M

==> picture [104 x 121] intentionally omitted <==

Head Office

181 Roberts Road Subiaco WA 6008 PO BOX 186 West Perth WA 6872 T: +61 8 9381 4222

F: +61 8 9381 4211

W: www.ventureminerals.com.au

E: info@ventureminerals.com.au

Corporate Advisor

Mr Tony King Max Capital Pty Ltd T: +61 08 9322 7600

E: tk@maxcapital.com.au

==> picture [258 x 115] intentionally omitted <==

VENTURE MINERALS LIMITED

ABN 51 119 678 385

NOTICE OF GENERAL MEETING

TIME : 10.00am DATE : 14 May 2010 PLACE : Freemasons Hall 181 Roberts Road SUBIACO WA 6008

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9381 4222.

CONTENTS PAGE

Notice of General Meeting (setting out the proposed resolution)	2
Explanatory Statement (explaining the proposed resolution)	3
Glossary	5
Proxy Form	6
T I M E AND PLACE O F MEETI NG AND HOW TO V OT E

VENUE

The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.00am on 14 May 2010 at:

Freemasons Hall 181 Roberts Road SUBIACO WA 6008

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important. Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, to complete, sign and return the proxy form to the Company.

VOTING IN PERSON

To vote in person, attend the General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to Venture Minerals Limited, PO Box 186, West Perth WA 6872; or

• (b) facsimile to the Company on facsimile number (+61 8) 9381 4211,

so that it is received not later than 10am (WST) on 12 May 2010.

Proxy Forms received later than this time will be invalid.

1

NOTICE O F GENERAL MEETI NG

Notice is given that this General Meeting of Shareholders will be held at 10am (WST) on 14 May 2010 at Freemasons Hall, 181 Roberts Road, Subiaco, Western Australia.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company at 5.00pm 12 May 2010.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

1. RESOLUTION 1 – RATIFICATION AND APPROVAL OF PREVIOUS ISSUE AND ALLOTMENT OF SHARES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, this meeting approves and ratifies the prior issue and allotment of 17,000,000 Shares at an issue price of 32 cents each and otherwise on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.”

Voting Exclusion: In accordance with ASX Listing Rule 7.5.6 the Company will disregard any votes cast on Resolution 1 by any person who participated in the issue and any person associated with those persons. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

DATED: 6 APRIL 2010

BY ORDER OF THE BOARD

==> picture [106 x 74] intentionally omitted <==

BRETT DUNNACHIE COMPANY SECRETARY VENTURE MINERALS LIMITED

2

EXPLANATORY ST AT EMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting to be held at 10.00am (WST) on 14 May 2010 at Freemasons Hall, 181 Roberts Road, Subiaco, Western Australia.

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolution in the Notice of Meeting.

1. RESOLUTION 1 – RATIFICATION AND APPROVAL OF PREVIOUS ISSUE AND ALLOTMENT OF SHARES

1.1 Background

On 18 March 2010, the Company announced it had reached an agreement for the placement of 17,000,000 Shares at an issue price of 32 cents each to raise $5,440,000 ( Placement) . The Placement Shares were issued on 24 March 2010 under the Company’s 15% capacity pursuant to ASX Listing Rule 7.1.

1.2 Regulatory Requirements – ASX Listing Rule 7.4

ASX Listing Rule 7.1 requires that a listed company obtain shareholder approval prior to the issue of shares, or securities convertible into shares, representing more than 15% of the issued capital of that company in any 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. This rule provides that where a company in general meeting ratifies the previous issue of securities made without shareholder approval under ASX Listing Rule 7.1, those securities shall be deemed to have been made with shareholder approval for the purposes of ASX Listing Rule 7.1.

Resolution 1 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of 17,000,000 Shares issued by the Company. By ratifying this issue of Shares, the Company will retain the capacity to issue securities in the future up to the 15% threshold without the requirement to obtain Shareholder approval.

Pursuant to, and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 1:

• (a) the total number of Shares allotted was 17,000,000 Shares;

• (b) the issue price of each Share was 32 cents per Share;

• (c) the Shares issued were all fully paid ordinary shares in the capital of the Company ranking equally in all respects with the Company’s existing issued Shares;

• (d) the Shares were allotted and issued to institutional and sophisticated investors. None of the allottees were related parties of the Company. No allottee, either individually or in association with any related entity, was allotted securities, which would, if added to existing holdings, result in the holder and their related entities holding in excess of 19.9% of the issued capital of the Company;

3

• (e) the Company intends to use the funds raised by the issue of Shares the subject of Resolution 1, being gross proceeds of $5,440,000, for the following:

• i). Resource and exploration drilling, both infill and extensional for pre‐feasibilty study for the Mt Lindsay Project;

• ii). Regional exploration to assist in the identification of ongoing drill targets; and

• iii). Working capital and costs of the issue.

The Board unanimously recommends that Shareholders vote in favor of Resolution 1.

2. ENQUIRIES

Shareholders are required to contact the Company Secretary on (+ 61 8) 9381 4222 if they have any queries in respect of the matters set out in these documents.

4

GLOSSARY

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Capital Raising means the proposed capital raising the subject of Resolution 1.

Company means Venture Minerals Limited (ACN 119 678 385).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

General Meeting means the general meeting of Shareholders convened by the Notice of Meeting.

Notice of Meeting or Notice of General Meeting means this notice of general meeting including the Explanatory Statement.

Placement means the placement of 17,000,000 Shares at an issue price of 32 cents per Share to raise $5,440,000.

Resolutions means the resolutions set out in the Notice of Meeting or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a shareholder of the Company

WST means Western Standard Time as observed in Perth, Western Australia.

5

PROXY FO RM

APPOINTMENT OF PROXY VENTURE MINERALS LIMITED ABN 51 119 678 385

I/We

(Insert full details of the name in which your shares are held)

being a Member of Venture Minerals Limited entitled to attend and vote at the General Meeting, hereby

Appoint

Name of proxy

or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman’s nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the General Meeting to be held at 10.00am (WST) on 14 May 2010 at The Freemasons Building, 181 Roberts Road, Subiaco, Western Australia, and at any adjournment thereof. If no directions are given, the Chairman will vote in favour of all of the resolutions.

Voting on Business of the General Meeting

==> picture [139 x 7] intentionally omitted <==

----- Start of picture text -----

FOR AGAINST ABSTAIN
----- End of picture text -----

Resolution 1: Ratification of previous issue of shares

If you do not wish to direct your proxy how to vote, please place a mark in this box

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of the interest. The Chairman will vote in favour of all of the resolutions if no directions are given.

YOU MUST EITHER MARK THE BOXES DIRECTING YOUR PROXY HOW TO VOTE OR MARK THE BOX INDICATING THAT YOU DO NOT WISH TO DIRECT YOUR PROXY HOW TO VOTE, OTHERWISE THIS APPOINTMENT OF PROXY FORM WILL BE DISREGARDED.

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

Signed this day of 2010

By:

==> picture [478 x 129] intentionally omitted <==

----- Start of picture text -----

Individuals and joint holders Companies (affix common seal if appropriate)
______ ______
Signature Director
______ ______
Signature (if required) Secretary/Director
----- End of picture text -----

6

VENTURE MINERALS LIMITED ABN 51 119 678 385

Instructions for Completing ‘Appointment of Proxy’ Form

1.

( Appointing a Proxy ): A member entitled to attend and vote at the General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.

1. ( Direction to Vote ): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.

3.

( Signing Instructions ):

• ( Individual ): Where the holding is in one name, the member must sign.

• ( Joint Holding ): Where the holding is in more than one name, all of the members must sign.

• ( Power of Attorney ): If you have not already provided the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

• ( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.

• ( Attending the Meeting ): Completion of a Proxy Form will not prevent individual members from attending the General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the General Meeting.

• ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to Venture Minerals Limited, PO Box 186, West Perth WA 6872; or

• (b) facsimile to the Company on facsimile number (+61 8) 9381 4211,

so that it is received not later than 10.00am (WST) on 12 May 2010

Proxy forms received later than this time will be invalid.

7