CRITICA LIMITED — Proxy Solicitation & Information Statement 2012

Aug 20, 2012

VENTURE MINERALS LIMITED ABN 51 119 678 385

NOTICE OF GENERAL MEETING

TIME : 10.00 AM (WST) DATE : Monday, 24 September 2012 PLACE : Level 11, 2 Mill Street PERTH WA 6000

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

Business of the Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	5
Glossary	11
Schedule 1 – Terms and Conditions of Tranche 1 Options	12
Schedule 2 – Terms and Conditions of Tranche 2 Options	13
Schedule 3 – Terms and Conditions of Tranche 3 Options	14
Schedule 4 – Terms and Conditions of Director Options	15
Proxy Form	16
IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is given that the General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.00 am (WST) on Monday, 24 September 2012 at:

Level 11, 2 Mill Street PERTH WA 6000

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

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 at 10:00am (WST) on Saturday, 22 September 2012.

VOTING IN PERSON

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

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, members are advised that:

• each member has a right to appoint a proxy;

• the proxy need not be a member of the Company; and

• a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

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New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this General Meeting. Broadly, the changes mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes is set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting;

• the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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BUSINESS OF THE MEETING

AGENDA

ORDINARY BUSINESS

1. RESOLUTION 1 – RATIFICATION OF ALLOTMENT AND ISSUE OF SHARES – TRANCHE 1

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

“That for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 22,959,968 Shares at an issue price of 31 cents each and otherwise on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.”

Voting Exclusion : 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.

2. RESOLUTION 2 – APPROVAL OF ALLOTMENT AND ISSUE OF SHARES – TRANCHE 2

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue 25,440,032 Shares at an issue price of 31 cents each and otherwise on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.”

ASX Voting Exclusion : The Company will disregard any votes cast on Resolution 2 by any person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of the security holder, if Resolution 2 is passed 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.

3. RESOLUTION 3 – RATIFICATION OF ISSUE OF OPTIONS TO ELPHINSTONE HOLDINGS PTY LTD

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 6,500,000 Options to Elphinstone Holdings Pty Ltd on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.”

ASX Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who participated in the issue and any of their associates and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed. The Company need not disregard a vote if it is cast by a person as a 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.

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4. RESOLUTION 4 – ISSUE OF OPTIONS TO MR JOHN JETTER

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue 1,000,000 Options to Mr John Jetter (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

ASX Voting Exclusion : The Company will disregard any votes cast on this Resolution by Mr John Jetter (or his nominee) or any of his associates. However, the Company need not disregard a vote if it is cast by a person as a 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.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a) the proxy is either:

• (i) a member of the Key Management Personnel; or

• (i) a Closely Related Party of such a member; and

• (b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

• (c) the proxy is the Chair of the Meeting; and

• (d) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

5. RESOLUTION 5 – PARTICIPATION OF DIRECTOR IN PLACEMENT – MR JOHN JETTER

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“ That, for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue 500,000 Shares to Mr John Jetter (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

ASX Voting Exclusion : The Company will disregard any votes cast on this Resolution by Mr John Jetter (or his nominee) or any of his associates. However, the Company need not disregard a vote if it is cast by a person as a 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: 21AUGUST 2012 BY ORDER OF THE BOARD

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MR BRETT DUNNACHIE COMPANY SECRETARY

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

1. RESOLUTION 1 – RATIFICATION OF ALLOTMENT AND ISSUE OF SHARES – TRANCHE 1

1.1 Background

On 15 August 2012, the Company announced it had reached an agreement for a two tranche placement of 48,400,000 Shares at an issue price of 31 cents each to raise $15,004,000 ( Placement ). Tranche 1 of the Placement, being a total of 22,959,968 Shares, was issued on 21 August 2012 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 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 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 a 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 22,959,968 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.

1.3 Technical information required by ASX Listing Rule 7.4

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 22,959,968 Shares;

• (b) the issue price of each Share was 31 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 are 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; and

• (e) the Company intends to use the funds raised by the issue of Shares the subject of Resolution 1, being gross proceeds of $7,117,590, for the following:

• i) pre-production costs for the company’s DSO Projects in Tasmania; ii) ongoing exploration costs; and iii) working capital and costs of the issue.

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2. RESOLUTION 2 – APPROVAL OF ALLOTMENT AND ISSUE OF SHARES – TRANCHE 2

2.1 Background

On 15 August 2012, the Company announced it had reached an agreement for a two tranche placement of 48,400,000 Shares at an issue price of 31 cents each to raise $15,004,000 ( Placement ). Tranche 2 of the Placement, being a total of 25,440,032 Shares, is to be issued subject to approval by Shareholders, Resolution 2 seeks that approval.

A summary of ASX listing Rule 7.1 is set out in Section 1.2 above.

2.2 Technical information required by ASX Listing Rule 7.1

For the purposes of ASX Listing Rule 7.3, the following information is provided in relation to Resolution 2:

• (a) the maximum number of Shares to be issued under Resolution 2 is 25,440,032 Shares;

• (b) the Shares will be issued no later than three (3) months after the date of this Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);

• (c) the issue price of the Shares will be 31 cents per Share to raise gross proceeds of $7,886,410;

• (d) the allottees in respect of Resolution 2 will be institutional and sophisticated investors. Other than provided for in Resolution 5, no allottees will be related parties of the Company. No subscriber, either individually or in association with any related entity, will be 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;

• (e) the Shares to be issued will all be fully paid ordinary shares in the capital of the Company ranking equally in all respects with the Company’s existing issued Shares; and

• (f) the Company intends to use the funds raised for the following:

• i) pre-production costs for the company’s DSO Projects in Tasmania; ii) ongoing exploration costs; and

• iii) working capital and costs of the issue.

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3. RESOLUTION 3 – RATIFICATION OF ISSUE OF OPTIONS TO ELPHINSTONE HOLDINGS PTY LTD

3.1 General

On 21 August 2012, the Company issued 6,500,000 Options to Elphinstone Holdings Pty Ltd ( Elphinstone ) in consideration for the assistance with the supply of mining goods and services by Elphinstone in accordance with the Project Opportunity and Development Agreement.

Resolution 3 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Options.

A summary of ASX Listing Rule 7.4 is set out in Section 1.2 above.

By ratifying this issue of the Options, the Company will retain the capacity to issue securities in the future up to the 15% threshold without the requirement to obtain Shareholder approval.

3.2 Technical information required by ASX Listing Rule 7.4

Pursuant to, and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 3:

• (a) The total number of Options issued and allotted was 6,500,000, being:

• (i) 2,000,000 Tranche 1 Options;

• (ii) 2,000,000 Tranche 2 Options; and

• (iii) 2,500,000 Tranche 3 Options;

• (b) the Options were issued for nil consideration in satisfaction of assistance with the supply of mining goods and services by Elphinstone in accordance with the Project Opportunity and Development Agreement;

• (c) The Tranche 1 Options will be issued on the terms and conditions set out in Schedule 1, the Tranche 2 Options will be issued on the terms and conditions set out in Schedule 2 and the Tranche 3 Options will be issued on the terms and conditions set out in Schedule 3;

• (d) The Options were allotted and issued to Elphinstone Holdings Pty Ltd, who is not a related party of the Company; and

• (e) no funds were raised from this issue as the Options were issued in consideration for the assistance with the supply of mining goods and services by Elphinstone in accordance with the Project Opportunity and Development Agreement.

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4. RESOLUTION 4 – ISSUE OF OPTIONS TO MR JOHN JETTER

4.1 General

Mr John Jetter is a Non-Executive Director of the Company. Over and above his duties as a Non-Executive Director, Mr Jetter has been active and instrumental with the company’s efforts in securing project finance for the Mt Lindsay TinTungsten mine development. The Board, other than Mr Jetter, believes that the many extra hours of service contributed by Mr Jetter and his influence and assistance in this process are deserving of additional compensation to the remuneration he is paid with respect to his role as a Non-Executive Director.

The Company has agreed, subject to obtaining Shareholder approval, to allot and issue a total of 1,000,000 Options ( Director Options ) to Mr Jetter (or his nominee) on the terms and conditions set out below.

4.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in Sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

The grant of Director Options constitutes giving a financial benefit and Mr Jetter is a related party of the Company by virtue of being a Director.

The Directors (other than Mr Jetter who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Director Options because the agreement to grant the Director Options to Mr Jetter is considered reasonable remuneration in the circumstances .

4.3

ASX Listing Rule 10.11

ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

As the grant of the Director Options involves the issue of securities to a related party of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

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4.4 Technical information required by ASX Listing Rule 10.11

Pursuant to and in accordance with the requirements of ASX Listing Rule 10.13, the following information is provided in relation to the proposed grant of the Director Options:

• (a) The Director Options will be granted to Mr Jetter (or his nominee);

• (b) the maximum number of Director Options to be granted is 1,000,000;

• (c) the Director Options will be granted to Mr Jetter (or his nominee) no later than 1 month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is and it is intended that allotment will occur on the same date;

• (d) the Director Options will be granted for nil cash consideration, accordingly no funds will be raised;

• (e) the terms and conditions of the Director Options are set out in Schedule 4;

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Director Options to Mr Jetter as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Director Options to Mr Jetter will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

5. RESOLUTION 5 – PARTICIPATION OF DIRECTOR IN PLACEMENT – MR JOHN JETTER

5.1 General

Pursuant to Resolution 2 the Company is seeking Shareholder approval for the allotment and issue of 25,400,000 Shares at an issue price of 31 cents per Share to raise $15,004,000 ( Placement ).

Mr John Jetter wishes to participate in the Placement.

Resolution 5 seeks Shareholder approval for the allotment and issue of 500,000 Shares to Mr John Jetter (or his nominee) arising from the participation by Mr Jetter in the Placement ( Participation ).

5.2 Chapter 2E of the Corporations Act

A summary of Chapter 2E of the Corporations Act is set out in Section 4.2 above. The Participation will result in the issue of Shares which constitutes giving a financial benefit and Mr Jetter is a related party of the Company by virtue of being a Director

The Directors (other than Mr Jetter who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect the Participation because the Shares will be issued to Mr Jetter on the same terms as Shares issued to non-related party participants in the Capital Raising and as such the giving of the financial benefit is on arm’s length terms.

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5.3 ASX Listing Rule 10.11

A summary of ASX Listing Rule 10.11 is set out in Section 4.3 above.

As the participation in the Placement involves the issue of securities to a related party of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

5.4 Technical information required by ASX Listing Rule 10.11

Pursuant to and in accordance with the requirements of ASX Listing Rule 10.13, the following information is provided in relation to Resolution 5:

• (a) the Shares will be allotted and issued to Mr John Jetter (or his nominee);

• (b) the maximum number of Shares to be issued 500,000;

• (c) the Shares will be issued at an issue price of 31 cents, being the same as all other Shares issued under the Placement;

• (d) the Shares will be issued no later than one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;

• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

• (f) the funds raised will be used for the same purposes as all other funds raised under the Placement as set out in Section 2.2 of this Explanatory Statement.

Approval pursuant to ASX Listing Rule 7.1 is not required for the Participation as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Shares to Mr Jetter (or his nominee) will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

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GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities and Investments Commission.

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.

Company means Venture Minerals Limited (ABN 51 119 678 385).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Director Option means an Option granted pursuant to Resolution 4 with the terms and conditions set out in Schedule 4.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by the Notice.

Notice or Notice of Meeting or Notice of General Meeting means this notice of General Meeting including the Explanatory Statement and the Proxy Form.

Optionholder means a holder of an Option or Director Option as the context requires.

Proxy Form means the proxy form accompanying the Notice.

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 holder of a Share.

Tranche 1 Options means an option to acquire a Share with the terms and conditions set out in Schedule 1.

Tranche 2 Options means an option to acquire a Share with the terms and conditions set out in Schedule 2.

Tranche 3 Options means an option to acquire a Share with the terms and conditions set out in Schedule 3.

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

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SCHEDULE 1 – TERMS AND CONDITIONS OF TRANCHE 1 OPTIONS

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

• (a) Each Option gives the Optionholder the right to subscribe for one Share.

• (b) Each Option will expire at 5.00pm (WST) on 14 August 2014 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

• (c) Subject to paragraph (k), the amount payable upon exercise of each Option will be $0.45 ( Exercise Price ).

• (d) The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.

• (e) An Optionholder may exercise their Options by lodging with the Company, before the Expiry Date:

• (i) a written notice of exercise of Options specifying the number of Options being exercised; and

• (ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised;

( Exercise Notice ).

• (f) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

• (g) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.

• (h) The Options are not transferable except with the prior written consent of the board of directors of the Company.

• (i) All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.

• (j) The Company will not apply for quotation of the Options on ASX. However, the Company will apply for quotation of all Shares allotted pursuant to the exercise of Options on ASX within 10 Business Days after the date of allotment of those Shares.

• (k) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

• (l) There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

• (m) An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

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SCHEDULE 2 – TERMS AND CONDITIONS OF TRANCHE 2 OPTIONS

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

• (a) Each Option gives the Optionholder the right to subscribe for one Share.

• (b) Each Option will expire at 5.00pm (WST) 18 months after achieving the vesting conditions as stated in (d) ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

• (c) Subject to paragraph (l), the amount payable upon exercise of each Option will be $0.50 ( Exercise Price ).

• (d) Each Option shall vest, and therefore be exercisable, upon the first shipment of DSO ore.

• (e) The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.

• (f) An Optionholder may exercise their Options by lodging with the Company, before the Expiry Date:

• (i) a written notice of exercise of Options specifying the number of Options being exercised; and

• (ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised;

( Exercise Notice ).

• (g) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

• (h) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.

• (i) The Options are not transferable except with the prior written consent of the board of directors of the Company.

• (j) All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.

• (k) The Company will not apply for quotation of the Options on ASX. However, the Company will apply for quotation of all Shares allotted pursuant to the exercise of Options on ASX within 10 Business Days after the date of allotment of those Shares.

• (l) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

• (m) There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

• (n) An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

• (o) In the event of a takeover bid which results in the bidder obtaining at least a 50% relevant interest in Venture shares or shareholders passing a resolution to approve a scheme of arrangement intended to result in a change of control in Venture, the options will be deemed to have vested as at that date.

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SCHEDULE 3 – TERMS AND CONDITIONS OF TRANCHE 3 OPTIONS

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

• (a) Each Option gives the Optionholder the right to subscribe for one Share.

• (b) Each Option will expire at 5.00pm (WST) 18 months after achieving the vesting conditions as stated in (d) ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

• (c) Subject to paragraph (l), the amount payable upon exercise of each Option will be $0.55 ( Exercise Price ).

• (d) Each Option shall vest, and therefore be exercisable, upon the Company’s announcement that it has made a decision to proceed to mining tin in Tasmania.

• (e) The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.

• (f) An Optionholder may exercise their Options by lodging with the Company, before the Expiry Date:

• (i) a written notice of exercise of Options specifying the number of Options being exercised; and

• (ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised;

( Exercise Notice ).

• (g) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

• (h) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.

• (i) The Options are not transferable except with the prior written consent of the board of directors of the Company.

• (j) All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.

• (k) The Company will not apply for quotation of the Options on ASX. However, the Company will apply for quotation of all Shares allotted pursuant to the exercise of Options on ASX within 10 Business Days after the date of allotment of those Shares.

• (l) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

• (m) There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

• (n) An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

• (o) In the event of a takeover bid which results in the bidder obtaining at least a 50% relevant interest in Venture shares or shareholders passing a resolution to approve a scheme of arrangement intended to result in a change of control in Venture, the options will be deemed to have vested as at that date.

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SCHEDULE 4 – TERMS AND CONDITIONS OF DIRECTOR OPTIONS

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

• (a) Each Option gives the Optionholder the right to subscribe for one Share.

• (b) Each Option will expire at 5.00pm (WST) 18 months after achieving the vesting conditions as stated in (d) ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

• (c) Subject to paragraph (l), the amount payable upon exercise of each Option will be $0.45 ( Exercise Price ).

• (d) Each Option shall vest, and therefore be exercisable, upon the Company successfully obtaining project financing for the Mount Lindsay Tin/Tungsten Project.

• (e) The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.

• (f) An Optionholder may exercise their Options by lodging with the Company, before the Expiry Date:

• (i) a written notice of exercise of Options specifying the number of Options being exercised; and

• (ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised;

( Exercise Notice ).

• (g) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

• (h) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.

• (i) The Options are not transferable except with the prior written consent of the board of directors of the Company.

• (j) All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.

• (k) The Company will not apply for quotation of the Options on ASX. However, the Company will apply for quotation of all Shares allotted pursuant to the exercise of Options on ASX within 10 Business Days after the date of allotment of those Shares.

• (l) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

• (m) There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

• (n) An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

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PROXY FORM

APPOINTMENT OF PROXY VENTURE MINERALS LIMITED ACN 119 678 385

GENERAL MEETING

I/We

of

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

Appoint

Name of proxy

OR the Chair of the General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the General Meeting to be held at 10:00am (WST), on Monday 24 September 2012 at Level 11, 2 Mill Street, Perth, Western Australia 6000 and at any adjournment thereof.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.

Voting on Business of the General Meeting

FOR AGAINST ABSTAIN

Resolution 1 – Ratification of Allotment and Issue of Shares – Tranche 1 Resolution 2 – Approval of Allotment and Issue of Shares – Tranche 2 Resolution 3 – Ratification of Issue of Options to Elphinstone Holdings Pty Ltd Resolution 4 – Issue of Options to Mr John Jetter Resolution 5 – Participation of Director in Placement - Mr John Jetter

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

on a poll.
If two proxies are being appointed, the	proportion of voting rights this proxy represents is		%
Signature of Member(s):			Date:
____
Individual or Member 1	Member 2	Member 3
Sole Director/Company Secretary	Director	Director/Company Secretary
Contact Name: ________ Contact Ph (daytime):			______

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VENTURE MINERALS LIMITED ACN 119 678 385

Instructions for Completing ‘Appointment of Proxy’ Form

1. ( Appointing a Proxy ): A member entitled to attend and cast a vote at an General Meeting is entitled to appoint a proxy to attend and vote on their behalf at the meeting. If the member is entitled to cast 2 or more votes at the meeting, the member may appoint a second proxy to attend and vote on their behalf at the meeting. However, where both proxies attend the meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A member who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a member appoints 2 proxies and the appointments do not specify the proportion or number of the member’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a member of the Company.

2.

( 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 should 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;or

• (c) email to the Company at info@ventureminerals.com.au,

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy forms received later than this time will be invalid.

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