CRITICA LIMITED — Share Issue/Capital Change 2024

May 2, 2024

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

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Announcement Summary

Entity name

VENTURE MINERALS LIMITED

Date of this announcement

Friday May 03, 2024

The +securities the subject of this notification are: Other

Total number of +securities to be issued/transferred

Total number of ASX +security +securities to be code Security description issued/transferred Issue date New class - code Unlisted zero exercise price options 60,000,000 03/05/2024 to be confirmed

Refer to next page for full details of the announcement

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

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Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

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Part 1 - Entity and announcement details

1.1 Name of entity

VENTURE MINERALS LIMITED

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

1.2 Registered number type Registration number ABN 51119678385

1.3 ASX issuer code

VMS

1.4 The announcement is

New announcement

1.5 Date of this announcement

3/5/2024

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Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

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Part 2 - Issue details

2.1 The +securities the subject of this notification are:

Other

Please specify

Unlisted zero exercise priced options issued to incoming Non-Executive Chair.

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

does not have an existing ASX security code ("new class")

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Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

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Part 3C - number and type of +securities the subject of this notification (new class)

New +securities

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----- Start of picture text ----- ASX +security code +Security descriptionNew class - code to be confirmed Unlisted zero exercise price options+Security type ISIN codeOptionsDate the +securities the subject of this notification were issued3/5/2024Will all the +securities issued in this class rank equally in all respects from their issue date?YesHave you received confirmation from ASX that the terms of the +securities are appropriate and equitable underlisting rule 6.1?NoPlease provide a URL link for a document lodged with ASX setting out the material terms of the +securities beingissued.https://wcsecure.weblink.com.au/pdf/VMS/02802996.pdf----- End of picture text -----

Options Details
+Security currency	Exercise price	Expiry date
AUD - Australian Dollar	AUD 0.00000000	3/5/2029

Details of the existing class of +security that will be issued upon exercise or conversion of this new class of company option

VMS : ORDINARY FULLY PAID

Any other information the entity wishes to provide about the +securities the subject of this notification

Please provide any further information needed to understand the circumstances in which you are notifying the issue of these +securities to ASX, including why the issue of the +securities has not been previously announced to the market in an Appendix 3B

As per announcement https://wcsecure.weblink.com.au/pdf/VMS/02802996.pdf. Unlisted options issued to incoming Chair commencing 6 May 2024.

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Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

Issue details

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Number of +securities

60,000,000 Were the +securities issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Issued under agreement to incoming Non-Executive Chair, subject to vesting conditions.

Purpose of the issue Other

Additional Details

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Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

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Part 4 - +Securities on issue

Following the issue, conversion or payment up of the +securities the subject of this notification, the +securities of the entity will comprise:

The figures in parts 4.1 and 4.2 below are automatically generated and may not reflect the entity's current issued capital if other Appendix 2A, Appendix 3G or Appendix 3H forms are currently with ASX for processing.

4.1 Quoted +securities (Total number of each +class of +securities issued and quoted on ASX)

	Total number of
ASX +security code and description	+securities on issue
VMS : ORDINARY FULLY PAID	2,266,679,702
VMSO : OPTION EXPIRING 25-JUL-2025	346,851,760

4.2 Unquoted +securities (Total number of each +class of +securities issued but not quoted on ASX)

	Total number of
ASX +security code and description	+securities on issue
VMSAO : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES	5,500,000
VMSAC : OPTION EXPIRING 20-FEB-2029 EX NIL	25,000,000
New class - code to be confirmed : Unlisted zero exercise price options	60,000,000

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Part 5 - Other Listing Rule requirements

5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? No

5.2 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? No

5.2b Are any of the +securities being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

5.2b.1 How many +securities are being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? 60,000,000

5.2c Are any of the +securities being issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? N/A

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