Announcement PDF CRITICA LIMITED Formerly Venture Minerals Limited ABN 51 119 678 385CA LIMITED ANNUAL REPORT 30 JUNE 2024 ABN 51 119 678 385 CA LIMITED CA LIMITED ABN 51 119 678 385 ABN 51 119 678 385CA LIMITED ABN 51 119 678 385 Contents Corporate Directory 2 Letter from Chairman 3 Management and Board Change 5 Review of Operations 6 Directors’ Report 15 Auditor’s Independence Declaration 33 Financial Statements 34 Consolidated Entity Disclosure Statement 68 Directors’ Declaration 69 Independent Auditor’s Report 70 Additional Shareholder Information 75 Schedule of Mineral Tenements 79 Critica Limited | 1 Directors’ Report Corporate Directory Non-Executive Chairman Timothy Lindley Managing Director Philippa Leggat Non-Executive Director Nicholas Cernotta Company Secretary Jamie Byrde Principal & Registered Office Level 2, 16 Altona Street West Perth WA 6005 Telephone: (08) 6279 9428 Facsimile: (08) 6500 9986 Share Registry Automic Group Level 5, 191 St Georges Terrace Perth WA 6000 Auditors Stantons International Audit and Consulting Pty Ltd Level 2 40 Kings Park Road WEST PERTH WA 6005 Bankers National Australia Bank 50 St Georges Terrace PERTH WA 6000 Stock Exchange Listing Australian Securities Exchange (Home Exchange: Perth, Western Australia) Code: CRI and CRIO Lawyers Thomson Geer Lawyers Level 29, Central Park Tower, 152-158 St Georges Terrace PERTH WA 6000 Website Address www.critica.limited Critica Limited | 2 Letter from the Chairman Dear fellow shareholders, On behalf of the Board of Directors of Critica Limited (“Critica”), I am pleased to present the Company’s Annual Report for the year ended 30 June 2024. The 2024 Financial Year saw significant changes to the company to allow for a new focused corporate strategy and leadership renewal. I started in May as Non-Executive Chair and undertook a board refresh, appointing Nick Cernotta as a Non-Executive Director and then the board appointed, existing Non-Executive Director, Philippa Leggat as the Managing Director on the 20th of May. The Board has introduced a focused strategy centred on critical minerals projects with the strongest potential to create shareholder value in the near to medium term, while gradually rationalising the legacy portfolio. A key outcome of this strategy was the designation of our Jupiter clay-hosted rare-earth discovery as part of the broader Brothers Project in Western Australia as Critica’s flagship asset and primary focus moving forward. Jupiter is uniquely positioned in the middle of the Australian government-sponsored Rare Earths ecosystem. We are excited about the highly prospective Jupiter Project, as Rare-earth elements (REE) are highly sought after resources, as REE have become extremely important to our world of technology owing to their unique magnetic, phosphorescent, and catalytic properties. A stable and secure supply of western-sourced REE is a critical ingredient to developing renewable energy systems and across a wide range of high-tech products around the world. The Jupiter project has seen outstanding drilling results, including numerous record intercepts, with highgrade mineralisation across the entire 40km2 area and we are looking to deliver a Maiden Resource in Q4, at a low point in the REE price cycle. In line with this strategic direction, we also completed the sale of the Riley Iron Ore Mine in Tasmania for $3 million, and acquired full ownership of Brothers Projects, which includes Jupiter, from our joint venture partner. The validation of our strategy was underscored by institutional support during the $6 million capital raise completed in June 2024. Notably, cornerstone investments were secured from North Star Impact Fund, committing $2.5 million, and Lion Selection Group (ASX: LSX), committing $1.0 million. The capital raise, SPP and asset sale has put the company in a strong funding position to allow the company to focus on two major objectives for Jupiter. Firstly, the Maiden Resource Estimate with initial metallurgy by Q4 2024, and then a Resource Upgrade with more advanced metallurgy. The board renewal, management change and strategic update also saw the company gain approval from shareholders to change the company name from Venture Minerals to Critica Limited, embodying the new company drive and focus. As part of the strategic update, it was announced that the company would look to dispose of its remaining Tasmanian assets over time, in a manner that maximises realisable shareholder value. The Mount Lindsay Project is already classified by the Australian Government as a Critical Minerals Project with an advanced Tin-Tungsten asset. Mount Lindsay is one of the largest undeveloped tin projects in the world, containing more than 80,000 tonnes of tin metal and tungsten resource containing 3,200,000 mtu (Refer ASX announcement 17 October 2012). Critica Limited | 3 Directors’ Report Critica is firmly committed to operating within a globally recognised Environmental, Social, and Governance (ESG) framework. We uphold the high standards of organisational conduct, driven by a strong commitment to responsible and sustainable development, which is a core value and of paramount importance, that differentiates us from our peers. I would like to extend my sincere gratitude to Philippa Leggat, the executive and technical teams, and all Critica staff for their hard work and achievements during this period of transition. I am confident we have a great executive and technical team in place to execute our strategic objectives. Lastly, I want to thank our shareholders, both longstanding and new, for your continued support as we embark on this exciting new chapter for Critica. Yours faithfully, Tim Lindley Chairman Critica Limited | 4 Management and Board Change The company has recently undergone a comprehensive board renewal, accompanied by a strategic restructuring of its management team. This revitalized board is dedicated to driving forward the ambitious Jupiter Rare Earths Project, strategically positioning the company to seize opportunities in critical minerals, and ultimately generating significant value for its shareholders. This forward-looking approach underscores the company's commitment to innovation, growth, and creating a prosperous future for all stakeholders involved. Timothy Lindley Non Executive Chairman Philippa Leggat Managing Director Nicholas Cernotta Non Executive Director Mr Lindley is an experienced board director and previous investment banker who brings a proven track record in equity raising, project finance, debt, and M&A. During his 25-year executive career, Mr. Lindley has held several senior and executive roles in both Australia and internationally, including Country Head (Australia) of Barclays Bank and a Managing Director of Morgan Stanley (Australia). Mr Lindley has led and completed more than 100 capital-raising transactions for Australian resource companies operating across jurisdictions around the globe. Mr Lindley’s board specific skills are founded in his finance experience in audit & risk, capital raising, mergers & acquisitions, governance & compliance and sustainability. Ms Leggat joined the board as a non-executive director in late 2023 and lead a board renewal process. Ms Leggat is a mineral industry executive with over 20 years of experience in advancing domestic and international projects along the value chain. She has served as an executive director and advisor to ASX listed companies engaged in capital raising, exploration, development and project evaluation. Ms Leggat has a track record of negotiating value accretive project acquisitions, identifying and communicating an organisation’s competitive advantages to raise its profile. Ms. Leggat’s board specific skills result from her international experience gained through defining and executing; strategies; business improvement initiatives; issue resolution; negotiations; mergers and acquisitions; capital raising and financing; marketing and shareholder engagement; cyber risk and privacy; and governance. Mr Cernotta is an engineer with over 40 years of professional operations and international management experience in the resources sector. More recently his focus has shifted to corporate strategy and growth, in new and evolving energy transition supply markets. Mr Cernotta has previously held Director-level roles in other ASX listed companies with exposure to offtake arrangements, joint ventures and partnering arrangements across a range of commodities. Mr Cernotta’s board specific skills are couched in his expertise in governance foundations, leadership, culture, sustainability, safety, environment, community, major project developments and mergers and acquisitions. Critica Limited | 5 Directors’ Report Review of Operations Jupiter Clay-Hosted Rare Earths Project, Western Australia (100% owned) (part of the broader Brothers Project) Introduction Jupiter is a high-grade, clay-hosted rare earths project that was discovered in late 2023. It’s strategically located within an existing mining precinct in Yalgoo, Western Australia. Jupiter’s clear geophysical signature has been the focus for initial exploration, with Critica quickly advancing the project through low cost aircore drilling, completing over 22,000 metres in under a year. Critica is well-funded to keep advancing the project, with additional drilling and metallurgy underway and a maiden resource targeted by the end of 2024. Jupiter boasts remarkably consistent rare earth mineralisation over the entire 40 square kilometre project area. Broad, high-grade zones of 20 to 30 metres width grading over 2,000ppm Total Rare Earth Oxides (TREO) typically occur within circa 80 metre zones of mineralisation grading over 1,000ppm TREO. The valuable magnet rare earths (MREO) make up an average of 23 percent of the material grading over 1,000ppm TREO. A standout feature of the project is the very, low prevalence of thorium and uranium. Jupiter enjoys a myriad of benefits on account of the significant, surrounding infrastructure. The project is less than 10 kilometres from the bitumen highway that runs between Mount Magnet and Geraldton, providing easy access to local labour centres, the Port at Geraldton and the mid-west gas pipeline that runs parallel to the highway. A unique benefit is that the project is in proximity to Lynas’ Mt Weld project and the rare earths concentrator which is currently under construction. Iluka are also planning a rare earth refinery at Eneabba which is within easy driving distance of the site. The driving time from site to Perth is just six hours and short two-and-a-half hours to Geraldton. Figure 1 | Location Map of Jupiter within the Brothers clay-hosted REE Project Critica Limited | 6 Review of Operations (continued) Figure 2 | Jupiter and the Brothers Project Tenure map Critica Limited | 7 Directors’ Report Review of Operations (continued) Figure 3 | Best 20 Jupiter intersections to date coloured by TREO grade thickness on gravity image Critica Limited | 8 Review of Operations (continued) Activities during the Year The company made its first discovery of rare earth element (REE) mineralisation on 1 August 2023 at the broader Brothers Project which includes Jupiter (formerly Iron Duke). The first batch of results included several intersections of up to 15 metres of REE mineralisation at +2000 ppm TREO withing broader zones of up to 45 metres at 1,500 ppm TREO. The thickness and high-grade nature of the results as first announced on 1 August 2023 demonstrated, even at this early stage, the significant potential for the project to host a world-class, clay-hosted REE deposit. Recognising this potential, the follow up air core drilling that was announced on 9 November 2023 identified results of up to 3,969ppm TREO over Jupiter. This notably included 28m @ 2,246ppm TREO. In addition, results were received from gravity and magnetic surveys which delineated the 40km2 REE target which is now known as Jupiter. The geophysics were interpreted to represent a deeply-weathered alkaline intrusion beneath the extensive clay-hosted REE mineralisation. The resource drill out of Jupiter commenced shortly after the discovery was announced. Outstanding assay results, including over 7,000 ppm TREO from the first reverse circulation (RC) drilling program, were announced on 29 November 2023, The second stage of the resource definition drill program commenced on 15 March 2024, with the 300 hole program designed to reduce the drill density across the 40 km 2 target to a 500 metre by 250 metre spacing. This spacing was deemed appropriate to provide the necessary data for a Maiden Resource estimate at Jupiter. Assay results announced on 16 April 2024, included some of the best intersections at the time which were up to 60 metres at 2,000 ppm TREO. Drilling results continued to outperform prior results and expectations. Announcement of the final record drilling results post year end included a summary of the top 20 drill results at Jupiter as shown in Table 1 and Figure 3 above: Table 1: 20 best TREO grade and thickness intersections from Air core drilling at Jupiter. Hole No. BRRC017 Metres/TREO ppm 64m @ 1,613 Including TREO ppm 26m @ 2,019 BRRC018 60m @ 1,695 30m @ 2284 BRRC043 72m @ 1,406 BRRC071 48m @ 3,025 BRRC074 79m @ 1,805 14m @ 6,054 BRAC044 60m @ 2,014 22m @ 3,024 BRAC047 39m @ 2,960 18m @ 5,206 BRAC091 58m @ 1,702 44m @ 2,002 BRAC092 80m @ 1,839 36m @ 2,503 BRAC114 66m @ 1,516 16m @ 3,407 BRAC165 52m @ 2,077 16m @ 3,526 BRAC217 57m @ 1,981 8m @ 3,108 BRAC230 59m @ 1,690 16m @ 2,910 BRAC233 75m @ 1,486 24m @ 2,122 BRAC234 58m @ 2,723 16m @ 3,036 BRAC240 59m @ 1,869 20m @ 3,451 BRAC253 53m @ 1,883 36m @ 2,016 BRAC281 57m @ 3,430 32m @ 4,193 BRAC298 55m @ 2,043 8m @ 6,179 BRAC305 78m @ 1,495 8m @ 2,361 Critica Limited | 9 Directors’ Report Review of Operations (continued) South West Project, Nickel-Copper-PGE, Western Australia (Chalice Mining owns 51% majority interest) Introduction The South West Project contains the Thor and Odin Prospects within its tenement package (256 km²) and is located ~240 km south of Perth, hosted within the Balingup Gneiss Complex. A joint venture between Teck Cominco and BHP Billiton, first identified this area as being prospective for base and precious metals hosted within the complex. The joint venture completed surface sampling and airborne EM surveys which culminated in the discovery of a base and precious metals deposit (Kingsley Prospect) which Teck identified as a metaVolcanic Massive Sulfide (VMS) system in high grade metamorphic rocks. Critica’s nearby Thor prospect hosts a strong and coherent arsenic in laterite anomaly, with locally elevated levels of copper, zinc, tin, bismuth, tungsten and antimony, elements that are typically elevated in VMS systems. Chalice Mining Earn-in (Thor and Odin Prospects) In July 2020 Chalice Mining (Chalice) executed an option and earn-in agreement on the South West Project, including the Thor and Odin Prospects within its tenement package located 240 km south of Perth hosted within the Balingup Gneiss Complex. The project included a ‘Julimar lookalike’ Ni-Cu-PGE target: a ~20km long interpreted mafic-ultramafic complex with a strong magnetic signature and massive sulfide occurrence (the Thor Target). Under the terms of the agreement, Chalice, as operator, may earn up to 70% by spending $3.7 million on exploration over 4 years. Chalice completed a ground EM program, Auger Soil Geochemistry program and Maiden Drilling Program on the prospective Thor trend and met the expenditure requirement of $1.2 million within two years of signing the agreement to earn 51%. Chalice can earn a further 19% interest (for a total of 70%) through an additional $2.5 million of expenditure by July 2024. Once the second stage of the earn-in is completed the Company can then elect to either contribute 30% or dilute to a minimum of 10% JV interest, in which case the interest automatically reverts to a 1.25% NSR royalty. Activities during the Year • • • Joint Venture partner Chalice Mining completed a total of 137 hand auger soils collected on a 400 x 50m grid during the June quarter to test a previously identified Sn-Ta laterite anomaly. Two low-level LCT Pegmatite pathfinder anomalies were defined: a c. 500 x 200m Be-Cs-Li anomaly and an adjacent 500 x 300m Sn-Ta-Nb-W anomaly. Pegmatite geology was not observed in the field and JV partner Chalice Mining has not planned any follow up work at this stage. Post year end, majority owner Chalice Mining and Critica are currently in the process of surrendering the tenements. Golden Grove North Project, Lithium & Zinc-Copper-Gold, Western Australia (Premier1 Lithium earn-in) Premier 1 Lithium Earn-In. This prospective land package (288 km2) is less than 10 kilometers north of the Golden Grove Camp (Mine), currently Western Australia’s premier location for VMS deposits. Critica entered into a farm-in agreement on the Golden Grove North Project with Premier1 Lithium (formerly SensOre Ltd) to spend up to $4.5m to earn a 70% interest, with Critica to retain the rare earth element mineral rights and an option to claw back up to 10% under the terms of the Farm-in Agreement. The Company has four granted exploration licences (606 km²) located ~230 km east-southeast of Perth in Western Australia. Activities during the Year • Joint Venture partner Premier1 Lithium completed a 820 soil and rock sample programme during the June quarter. The samples were assayed for a broad suite of elements and Premier1 Lithium noted no significant results were returned. • Discussions with Premier1 Lithium are ongoing in relation to the earn-in agreement. Critica Limited | 10 Review of Operations (continued) Kulin Project, Nickel-Copper-PGE & Gold, Western Australia Introduction Critica has four granted exploration licences (606 km²) located ~230 km east-southeast of Perth in Western Australia. There are two highly prospective 20 kilometre long interpreted mafic-ultramafic intrusive complexes sitting along strike of the Jimperding Metamorphic belt which hosts Chalice’s Julimar Ni-Cu-PGE discovery. The southern 20km long Ni-Cu-PGE target is defined by aeromagnetic anomalies and coincidental +500ppm chromium surface samples, combined with several reconnaissance surface samples assaying over 30ppb Pt + Pd (peak of 60ppb Pt + Pd). Activities during the Year • No major field work was undertaken during the year. Critica Limited | 11 Directors’ Report Review of Operations (continued) Tasmanian Projects On 24 June 2024, the Company has successfully entered into a Sale Agreement with Goldvalley Brown Stone Pty Ltd (Gold Valley) for the sale of Venture Iron Pty Ltd (Venture Iron), the holder of the Riley Iron Ore Mine. Under the terms of the Sale Agreement, Gold Valley receives 100% of the Company’s shares in Venture Iron for the consideration of A$3m. Gold Valley will also replace Venture’s bank guarantee relating to the Environmental Bond. The sale was completed on 16 July 2024 with the bond still pending. Also in the same announcement, on 24 June 2024, the Company announced that the recently reconstituted Board believes there is significant potential to increase shareholder value by focussing the Company’s capital and resources on its REE assets including the exciting new discovery at Jupiter in Western Australia. Consequently, the company intends on rationalising the remaining assets over time, being the Mount Lindsay, Tin-Tungsten Project and the Livingstone DSO Hematite Project. The Board intends on appointing an advisor, however no appointment of an advisor to transact on the project has taken place. The company will be a responsible steward of the company's assets and will seek to maximise value for shareholders over the long term. Mount Lindsay Project, Tin-Tungsten, North West Tasmania The Mount Lindsay Project (178 km2) is located in north-western Tasmania within the contact metamorphic aureole of the highly perspective Meredith Granite. The project sits between the world class Renison Bell Tin Mine (Metals X Ltd/Yunnan Tin Group >230kt of tin metal produced since 1968) and the Savage River Magnetite Mine (operating for >50 years, currently producing approximately 2.5mtpa of iron pellets). Mount Lindsay has excellent access to existing infrastructure including hydropower, water, sealed roads, rail and port facilities. Critica owns 100% of the tenure that hosts both the Mount Lindsay Tin-Tungsten Deposit and all the surrounding prospects. Activities during the Year • • • • Curtin University to commence the next stage of metallurgical test work on the Mount Lindsay tin-rich borates. The program will investigate the extraction of tin, boron, and iron from tin-iron borates, potentially significantly increasing the tin recovery and producing a high value boron by-product, which may result in another revenue stream to the Mount Lindsay project. The work remains in progress and the market will be updated on information that rises to a level of market sensitivity. Any feasibility study will require demonstration of the ability to extract the tin and boron prior to advancing. Ongoing remediation works continues in accordance with Mineral Resource’s Tasmania guidelines. Critica Limited | 12 Review of Operations (continued) Table 2 | Resource Statement – Mount Lindsay Tin-Tungsten Project (as previously announced 17 October 2012) Lower Cut (Tin equiv) 0.2% 0.45% 0.7% 1.0% Note: Category Tonnes Tin Equiv. Grade Measured Indicated Inferred TOTAL Measured Indicated Inferred TOTAL Measured Indicated Inferred TOTAL Measured Indicated Inferred TOTAL 8.1Mt 17Mt 20Mt 45Mt 4.3Mt 5.2Mt 3.9Mt 13Mt 2.2Mt 1.9Mt 0.6Mt 4.7Mt 1.0Mt 0.7Mt 0.2Mt 1.9Mt 0.6% 0.4% 0.4% 0.4% 0.8% 0.7% 0.6% 0.7% 1.1% 1.0% 1.0% 1.1% 1.5% 1.3% 1.4% 1.4% Tin Grade Tungsten Grade (WO3) Mass Recovery of Magnetic Iron (Fe) Grade Copper Grade Contained Tin Metal (tonnes) Contained WO3 (mtu) 0.2% 0.2% 0.2% 0.2% 0.3% 0.3% 0.3% 0.3% 0.3% 0.4% 0.5% 0.4% 0.5% 0.5% 0.7% 0.5% 0.1% 0.1% 0.1% 0.1% 0.2% 0.2% 0.1% 0.2% 0.3% 0.3% 0.3% 0.3% 0.5% 0.3% 0.3% 0.4% 17% 15% 17% 17% 18% 15% 9% 14% 18% 11% 3% 13% 19% 10% <1% 14% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% <0.1% 0.1% 18,000 32,000 32,000 81,000 12,000 14,000 12,000 38,000 8,000 7,000 3,000 18,000 5,000 4,000 2,000 10,000 1,100,000 1,200,000 960,000 3,200,000 980,000 810,000 520,000 2,300,000 750,000 480,000 150,000 1,400,000 450,000 220,000 70,000 750,000 Reporting to two significant figures. Figures have been rounded and hence may not add up exactly to the given totals. Full details of the estimate are in the ASX release for the Quarterly Report on 17 October 2012. This information was prepared and first disclosed under the JORC Code 2004. It has not been updated since to comply with the JORC Code 2012 on the basis that the information has not materially changed since it was last reported. Notes: • The Sn equivalent formula used to calculate the Sn equivalent values for the Main and No.2 Skarns is as follows: Sn Equivalent (%) = Sn% + (WO3% x 1.90459) + (mass recovery % of magnetic Fe x 0.006510) + (Cu% x 0.28019). Whereas for the Sn Equivalent formula used to calculate the Sn equivalent values for the Stanley River South and Reward Skarns is as follows: Sn Equivalent (%) = Sn% + (WO 3% x 1.65217) + (Cu% x 0.34783); • The mass recovery of the magnetic iron is determined mostly by Davis Tube Results (“DTR”); • The Sn equivalent formula uses a tin metal price of US$23,000/t, an APT (Ammonium Para Tungstate) price of US$380/mtu (1mtu =10kgs of WO3), a magnetite concentrate price of US$110/t and a copper metal price of US$8,000/t; • Pilot scale metallurgical testwork has been completed on the Main and No.2 Skarns with results indicating the metallurgical recovery for tin is 72%, for WO3 is 83%, for iron in the form of magnetite is 98% and for copper is 58%. The results of this testwork are stated in the ASX release dated 31 August 2012; • It is the Company’s opinion that the tin, WO3 and copper, as included in the metal equivalent calculations for the Stanley River South and Reward Skarns, have reasonable potential to be recovered for when the Mount Lindsay Project goes into production. Activities during the Year • Curtin University to commence the next stage of metallurgical test work on the Mount Lindsay tin-rich borates. • The program will investigate the extraction of tin, boron, and iron from tin-iron borates, potentially significantly increasing the tin recovery and producing a high value boron by-product, which may result in another revenue stream to the Mount Lindsay project. • The work remains in progress and the market will be updated on information that rises to a level of market sensitivity. Any feasibility study will require demonstration of the ability to extract the tin and boron prior to advancing. • Ongoing remediation works continues in accordance with Mineral Resource’s Tasmania guidelines. Critica Limited | 13 Directors’ Report Review of Operations (continued) Livingstone DSO Hematite Project, North West Tasmania Introduction Located only 3.5 km from the Mount Lindsay Tin-Tungsten Deposit, is the 100% owned Livingstone DSO Hematite Deposit (Refer Figure 5). Livingstone consists of an outcropping hematite cap overlaying a magnetite rich skarn. The hematite occurs from surface, is consistent in grade and located only 2 km from a sealed road, which accesses existing port facilities. A resource statement of 2.2mt @ 58% Fe was defined at Livingstone in 2011, which was followed by a positive and robust scoping study. Additional work later in 2011 included blending and sizing test work and preliminary mining studies, all of which delivered positive results. Activities during the Year • No major field work was undertaken during the year, other than ongoing remediation works continuing in accordance with Mineral Resource’s Tasmania guidelines. Competent Person’s Statement The information in this report that relates to Exploration Results and Exploration Targets is based on information compiled by Dr. Stuart Owen who is a Member of the Australian Institute of Geoscientists. Dr. Owen is a permanent employee of Critica and has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as Competent Person as defined in the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Dr. Owen consents to the inclusion in the report of the matters based on his information in the form and context in which it appears. The information in this report that relates to Mineral Resources for the Mount Lindsay and Livingstone Projects is based on information compiled by Dr. Stuart Owen, a fulltime employee of the company and who is a Member of the Australian Institute of Geoscientists.. Dr. Stuart Owen has sufficient experience which is relevant to the style of mineralisation and type of deposits under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 and 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Dr. Stuart Owen consents to the inclusion in the report of the matters based on his information in the form and context in which it appears. This information was prepared and first disclosed under the JORC Code 2004. It has not been updated since to comply with the JORC Code 2012 on the basis that the information has not materially changed since it was last reported. Notes: All material assumptions and technical parameters underpinning the Minerals Resource estimates referred to within previous ASX announcements continue to apply and have not materially changed since last reported. The company is not aware of any new information or data that materially affects the information included in this announcement. Critica Limited | 14 Directors’ Report for the year ended 30 June 2024 The Directors of Critica Limited (formerly known as Venture Minerals Limited) submit herewith the consolidated financial statements of the Company and its controlled entities (“Group” or “Consolidated Entity”) for the financial year ended 30 June 2024 in order to comply with the provisions of the Corporations Act 2001. 1. Directors The following persons were Directors of Critica Limited during the whole of the financial year and up to the date of this report, unless otherwise stated: Current Mr Timothy Lindley Ms Philippa Leggat Non-Executive Chairman Managing Director Mr Nicholas Cernotta Non-Executive Director Appointed 6 May 2024 Appointed 20 May 2024 (Non-Executive Director 9 October 2023) Appointed 13 May 2024 Previous Directors Mr Mel Ashton Mr Andrew Radonjic Mr John Jetter Non-Executive Chairman Managing Director Non-Executive Director Resigned 6 May 2024 Resigned 20 May 2024 Resigned 31 March 2024 2. Principal Activities The principal activity of the consolidated entity during the financial year was mineral exploration and development. There were no significant changes in the nature of the consolidated entity’s principal activities during the financial year. 3. Group Financial Overview Profit and Loss The loss attributable to owners of the consolidated entity after providing for income tax amounted to $6,327,357 (2023: $9,112,054). Financial Position The consolidated entity had $1,642,771 in cash and cash equivalents as at 30 June 2024 (2023: $3,139,076). The consolidated entity had net assets of $861,008 (2023: $3,099,801) at 30 June 2024. 4. Dividends Paid or Recommended The Directors do not recommend the payment of a dividend and no amount has been paid or declared by way of a divid