VANADIUM RESOURCES LIMITED — Capital/Financing Update 2023

Jul 17, 2023

ASX RELEASE| 18 JULY 2023

VR8 UPDATE TO SUBSCRIPTION AGREEMENT

Vanadium Resources Limited (ACN 618 307 887) ( Company ) refers to the subscription agreement dated 2 May 2023 between the Company and Matrix Resources (Zhejiang) Co., Limited (a wholly owned subsidiary of Zhejiang Lygend Investment Limited) ( Matrix ) ( Subscription Agreement ). The full form of the Subscription Agreement was included in the market announcement titled ‘ Updated Initial Substantial Shareholder Notice’ released on 1 June 2023.

Since entering into the Subscription Agreement, the parties have entered into a deed of variation ( Deed of Variation ), whereby the Company and Matrix agreed to vary the Subscription Agreement by removing the Company’s obligation to use its best endeavours to enable Matrix to participate in future capital raising activities undertaken by the Company so as to maintain its voting power in the Company.

Other than as agreed in accordance with the terms of the Deed of Variation, the terms and conditions of the Subscription Agreement remain in full force and effect.

The variation to the original form of the Subscription Agreement was made in response to a concern raised by the ASX. The ASX considered that the obligation removed from the Subscription Agreement by the Deed of Variation was a contravention of Listing Rule 6.18. Listing Rule 6.18 states an option must not be exercisable over a percentage of the entity’s capital. In accordance with ASX policy, this includes anti-dilution or participation rights in favour of strategic shareholders. Despite the variation to the Agreement, Matrix has indicated to the Company that it intends to maintain its equity stake in the Company by participating in future security issues by the Company when the opportunity is provided, subject to the Corporations Act, Listing Rules and any other applicable law.

ABOUT MATRIX

Matrix is a wholly owned subsidiary established by Lygend Investment in September 2022. Lygend Investment is also the largest shareholder of Hong Kong listed Lygend Resources, which operates across the entire nickel industry value chain and is engaged in both the trading and the production of nickel products. Lygend Resource has also made good progress in supplying downstream new energy industry major market players.

Given Lygend Resources’s significant experience in developing and operating mines and industrial plants, after and separate to Matrix’s subscription, Matrix and VR8 will look to leverage the expertise the Lygend Group possesses to assist in the funding, development, construction, commissioning, and operations of the Project.

Vanadium Resources Limited (ASX.VR8) 7/63 Shepperton Road, Victoria Park, WA 6100 Australia +61-8 6158 9990 • contact@VR8.global • www.VR8.global

ASX RELEASE| 18 JULY 2023

This announcement has been authorised for release by the Directors of Vanadium Resources Limited.

For further information, please contact:

Jurie H. Wessels John Ciganek Executive Chairman Managing Director and Chief Executive Officer VANADIUM RESOURCES LIMITED VANADIUM RESOURCES LIMITED E: jurie.wessels@vr8.global E: john.ciganek@vr8.global

Disclaimer

Some of the statements appearing in this announcement may be in the nature of forward looking statements. You should be aware that such statements are only predictions and are subject to inherent risks and uncertainties. Those risks and uncertainties include factors and risks specific to the industries in which VR8 operates and proposes to operate as well as general economic conditions, prevailing exchange rates and interest rates and conditions in the financial markets, among other things. Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement. No forward looking statement is a guarantee or representation as to future performance or any other future matters, which will be influenced by a number of factors and subject to various uncertainties and contingencies, many of which will be outside VR8’s control.

VR8 does not undertake any obligation to update publicly or release any revisions to these forward looking statements to reflect events or circumstances after today's date or to reflect the occurrence of unanticipated events. No representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information, opinions or conclusions contained in this announcement. To the maximum extent permitted by law, none of VR8, its Directors, employees, advisors or agents, nor any other person, accepts any liability for any loss arising from the use of the information contained in this announcement. You are cautioned not to place undue reliance on any forward looking statement. The forward looking statements in this announcement reflect views held only as at the date of this announcement.

This announcement is not an offer, invitation or recommendation to subscribe for, or purchase securities by VR8. Nor does this announcement constitute investment or financial product advice (nor tax, accounting or legal advice) and is not intended to be used for the basis of making an investment decision. Investors should obtain their own advice before making any investment decision.

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