Venture Minerals : Share Purchase Plan Offer Booklet

ASX Announcement

Monday, 13 December 2021

For personal use only

SHARE PURCHASE PLAN OFFER BOOKLET

Dear Shareholder,

Invitation to Participate in Share Purchase Plan

On 10 December 2021, Venture Minerals Limited (ACN 119 678 385) (Company) announced that it had received firm commitments for a placement of 118,055,556 fully paid ordinary shares (Shares) at a price of $0.036 per Share to sophisticated, professional and institutional investors, to raise up to a total of $4,250,000 (before costs) (Placement).

The issue of Shares pursuant to the Placement is expected to be completed on 17 December 2021 under the Company's existing placement capacity pursuant to ASX Listing Rule 7.1. Refer to the announcement of 10 December 2021 for further details.

In order to provide Eligible Shareholders (defined below) with the ability to participate in the Company's capital raising activities, the Company is pleased to provide details of a Share Purchase Plan (Plan or SPP).

Under the Plan, Eligible Shareholders will have the opportunity to purchase Shares up to the value of $30,000 at the same price as the Placement, irrespective of the size of their shareholding, without incurring brokerage or transaction costs.

The offer under the Plan (Offer) seeks to raise $1,250,000 on the terms and conditions (Terms and Conditions) contained in this letter. In conjunction with the Placement, this will provide the Company with additional funds of approximately $5,500,000 assuming full subscription).

Shareholders Eligible to Participate in the Plan

Participation under the Plan is optional and is available exclusively to shareholders of the Company who are registered as holders of Shares at 5.00pm (AWST) on 9 December 2021 (Record Date) and whose registered address is in Australia or New Zealand (Eligible Shareholders).

Share Purchase Plan

The Plan entitles Eligible Shareholders, irrespective of the size of their shareholding, to purchase Shares up to the value of $30,000 at an issue price of $0.036 (Price) being the same price as the Shares offered to sophisticated, professional and institutional investors under the Placement. The Price represents a discount of 19% to $0.044 (being the volume weighted average market price (VWAP) of the Shares over the last 5 trading days on which sales in the Shares were recorded before the day on which the Plan was announced.

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 | [e-mail] | www.ventureminerals.com.au

For personal use only

Whilst the Company intends to raise $1,250,000 under the Plan, the Company reserves the right to accept additional applications to raise up to an additional $5,750,000 subject to shareholder demand. In any event, the maximum number of Shares which can be issued under the Plan is limited by the ASX Listing Rules to a maximum of 415,570,720 Shares, which is equal to 30% of the Company's existing issued share capital.

Depending on applications received, the Company may, in its absolute discretion, undertake a scale back so that not more than $1,250,000 raised under the Plan or not more than 30% of that number of Shares already on issue, are issued under the Plan. Scale back decisions are made by the Board and are final.

The directors of the Company intend to participate under the Plan.

A personalised application form for the Plan (Application Form) is included in this package and sent either electronically (email) or by regular post to eligible shareholders.

Underwriter and Lead Manager

The SPP is underwritten by Canaccord Genuity (Australia) Limited (ACN 075 071 466) (Canaccord or Underwriter) up to a maximum of $1,250,000 (34,722,222 Shares) (Underwritten Amount). The Underwriter has also been appointed to act as lead manager in respect of the Placement and the SPP, subject to standard terms and conditions of engagement.

In the event that Eligible Shareholders subscribe for an amount less than the Underwritten Amount pursuant to the SPP (Subscription Amount), Shares to the value of the difference between the Subscription Amount and the Underwritten Amount will be placed to Canaccord or its nominee/s (Shortfall Shares). The placement of any Shortfall Shares is subject to the Company having the capacity to do so under the ASX Listing Rules. The Company will be utilising available capacity under ASX Listing Rule 7.1 to issue any Shortfall Shares.

Current Activities

Details of the Company's current activities are set out in the announcements made by the Company to the ASX and are available from the ASX, or the Company's website www.ventureminerals.com.au.

The funds raised under the Plan and the Placement will be used for exploration drilling at the Mount Lindsay Tin-Tungsten Project, the advancing of an underground feasibility study for Mount Lindsay and for general working capital purposes and to pay the expenses of the capital raising.

The above is a statement of current intentions at the date of this letter. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way funds are applied on this basis.

How much can you invest?

Eligible Shareholders may each apply for a maximum number of Shares to the value of $30,000 and a minimum number of Shares to the value of $2,000 under the Plan.

How to accept this Offer

To apply for Shares under the Plan, please follow the instructions on the enclosed personalised Application Form.

Venture Minerals Limited | ASX: VMS

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Eligible Shareholders may participate by selecting only one of the following offers to purchase Shares under the Plan:

	Total amount payable	Number of Shares which may be
		purchased
Offer A	$30,000	833,333
Offer B	$25,000	694,444
Offer C	$20,000	555,556
Offer D	$15,000	416,667
Offer E	$10,000	277,778
Offer F	$5,000	138,889
Offer G	$2,000	55,556

The number of Shares to which you are entitled will be calculated by dividing the subscription amount you have selected by the Price, rounded down.

Once an application has been made it cannot be revoked. All Application Forms must be received by the Closing Date of 29 December 2021. If the exact amount of money is not tendered with your application, the Company reserves the right to either:

1. return your Application Form and/or payment and not issue any Shares to you; or
2. issue to you the number of Shares that would have been issued had you applied for the highest designated amount that is less than the amount of your payment and refund the excess application money to you by cheque as soon as possible, without interest.

Multiple Holdings

The maximum investment any Eligible Shareholder may apply for will remain $30,000 even if an Eligible Shareholder receives more than one Offer (whether in respect of a joint holding or because the Eligible Shareholder has more than one holding under a separate account). It is the responsibility of the applicant to ensure that the aggregate of the application price paid for the Shares the subject of the application and any other shares and interests in the class applied for by you under the Plan or any similar arrangement in the 12 months prior to the date of submission does not exceed $30,000.

Custodians and Nominees

Eligible Shareholders who hold Shares as Custodian or Nominee (Custodian) for one or more persons on the Record Date (Beneficiary) may apply for up to a maximum amount of Shares to the value of $30,000 in respect of each Beneficiary who is resident in Australia or New Zealand, subject to providing a Custodian Certificate to the Company, as described in the Terms and Conditions enclosed with this letter. The completed Custodian Certificate must be emailed to [e-mail] be received before 5:00pm on the Closing Date. Please refer to the Terms and Conditions for more details.

Relationship of Issue Price with Market Price

On the last trading day immediately prior to the announcement date of the Offer, the closing price of the Shares traded on ASX was $0.042. The market price of Shares in the

Venture Minerals Limited | ASX: VMS

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Company may rise and fall between the date of the Offer and the date that any Shares are issued to you as a result of your application under this Offer.

By making an application under this Offer and applying for Shares under the Plan, each Eligible Shareholder will be acknowledging that although the Price is at a discount, Shares are a speculative investment and the price of Shares on ASX may change between the date of the Company announcing its intention to make an Offer and the date of issue of Shares under that Offer and that the value of the Shares received under the Plan may rise or fall accordingly.

The Board recommends that you obtain your own financial and taxation advice in relation to the Offer and consider price movements of Shares in the Company prior to making an application under this Offer.

Additional Information and Important Dates

The offer of Shares under the Plan is made in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 and therefore does not require a prospectus for the purposes of Chapter 6D of the Corporations Act 2001 (Cth) (Corporations Act).

The Offer cannot be transferred, and the Directors of the Company reserve the right in their absolute discretion to reject, or scale back, on an equitable basis, any application, provided that such scaling does not reduce the aggregate value of valid applications received below $1,250,000. Shares issued under the Plan will be issued no later than 5 business days after the Closing Date of the Offer. Application for quotation on ASX of the new Shares will be made immediately following the issue of those Shares.

The maximum amount proposed to be raised under the Offer is $1,250,000. The Company, however, reserves absolute discretion regarding the final amount raised under the Offer, subject to the ASX Listing Rules and the terms of the underwriting.

In the event of oversubscription by the Closing Date the Directors may, in their absolute discretion, scale-back applications on an equitable basis. Scale-back for Shares held by Custodians will be applied at the level of the underlying Beneficiary. Directors may also, in their absolute discretion, decide to increase acceptances in the event of oversubscriptions.

If the Company rejects or scales-back an application or purported application, the Company will promptly return to the shareholder the relevant application monies, without interest.

Foreign offer restrictions

This document may not be released or distributed in any country other than Australia and New Zealand. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in any other country. In particular, any securities described in this document have not been, and will not be, registered under the US Securities Act of 1933 (as amended) and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.

New Zealand Shareholders

The Shares offered under the Plan are not being offered or sold to the public within New Zealand other than to existing shareholders of the Company with registered addresses in

Venture Minerals Limited | ASX: VMS

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New Zealand and to whom the Offer is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 (as amended) (New Zealand).

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (New Zealand). This document is not an investment statement or prospectus under New Zealand law and is not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

Shortfall Placement

In the event that less than $1,250,000 is applied for under the Plan, the full amount of the shortfall will be placed at the discretion of the Underwriter (in consultation with the Company) subject to compliance with all necessary legal requirements. The Company confirms that any issue of shortfall will be placed subject to the Company's compliance with ASX Listing Rule 7.1 at the time of issue. As at the date of this letter, the Company has capacity to issue 75,285,360 Shares under its ASX Listing Rule 7.1 capacity.

Indicative Timetable

Record Date for Share Purchase Plan	5pm (AWST) 9 December 2021
Announce Share Purchase Plan and Placement and	10 December 2021
lodge Appendix 3B (prior to commencement of
trading)
Lodge Cleansing Notice with ASX and dispatch	13 December 2021
date for Share Purchase Plan booklet (Opening
Date of Share Purchase Plan)
Issue of Shares under Placement and lodge	17 December 2021
Appendix 2A and Cleansing Notice with ASX for
Placement
Closing date for Share Purchase Plan	29 December 2021
Announcement of result of Share Purchase Plan	31 December 2021
Issue of Shares under the Share Purchase Plan and	6 January 2022
lodge Appendix 2A for Share Purchase Plan
Quotation on ASX of Shares under the Share	7 January 2022
Purchase Plan

These dates are indicative only. The Company may vary the dates and times of the Offer without notice. Accordingly, shareholders are encouraged to submit their Application Forms as early as possible.

Should you wish to discuss any information contained in this letter further, do not hesitate to contact the Company Secretary, Jamie Byrde, on [phone] or [e-mail].

Yours faithfully

Jamie Byrde

Company Secretary

VENTURE MINERALS LIMITED

Venture Minerals Limited | ASX: VMS