Announcement PDF Jupiter Funded to Rise 2 August 2024 ventureminerals.com.au ventureminerals.com.au RELIABLE • R ES PONS IBL E • SUSTAINABLE ASX:VMS ASX:VMS Disclaimer This Presentation (Presentation) has been prepared by Venture Minerals Limited (VMS or the Company) and is authorised by the Board of VMS. The information contained in this Presentation is a professional opinion only. Certain information in this Presentation has been derived from third parties and though VMS has no reason to believe that it is not accurate, reliable or complete, it has not been independently audited or verified by VMS. This Presentation contains general and background information about VMS’s current activities as at the date of this Presentation and should not be considered to be comprehensive or to comprise of all the information that an investor should consider when making an investment decision. VMS is not responsible for providing updated information and assumes no responsibility to do so. Recipients should conduct their own investigations and perform their own analysis of the information, statements and opinions contained and this Presentation should be read in conjunction with VMS’s other periodic and continuous disclosure announcements lodged with the ASX. This Presentation is for information purposes only. Neither this nor the information contained in it constitutes an offer, invitation, solicitation or recommendation in relation to the purchase or sale of VMS shares in any jurisdiction. This Presentation is not investment advice or a recommendation to acquire VMS securities and has been prepared without taking into account the recipient's investment objectives, financial circumstances or particular needs.. Recipients should seek professional advice before deciding if an investment is appropriate. All securities transactions involve risks, which include (among others) the risk of adverse or unanticipated market, financial or political developments. To the fullest extent permitted by law, VMS, its officers, employees, related bodies corporate, agents and advisers expressly disclaim, to the maximum extent permitted by law, all liabilities (however caused, including negligence) in respect of, make no representations regarding, and take no responsibility for, any part of this Presentation and make no representation or warranty as to the currency, accuracy, reliability or completeness of any information, statements, opinions, conclusions or representations contained in this Presentation. No responsibility for any errors or omissions from this arising out of negligence or otherwise is accepted. Any forward-looking statements and forward-looking information included in this Presentation involve subjective judgment and analysis and are subject to uncertainties, risks and contingencies, many of which are outside the control of, and may be unknown to, VMS. In particular, they speak only as of the date of this Presentation, they assume the success of VMS’s strategies, and they are subject to significant regulatory, business, competitive and economic uncertainties and risks. Actual future events may vary materially from the forward-looking statements and forward-looking information and the assumptions on which they are based. Recipients of this Presentation are cautioned to not place undue reliance on such forward-looking statements and forward-looking information. Authorised by the Board of Venture Minerals Limited 2 ASX:VMS Exploration Results The information in this presentation that relates to Exploration Results was reported by VMS in accordance with ASX Listing Rule 5.7 and the JORC Code (2012 edition) in the ASX announcements listed below. Copies of those announcements are available at www.asx.com.au. The Competent Person for those Exploration Results in the announcements was Dr. Stuart Owen. VMS confirms that it is not aware of any new information or data that materially affects the Exploration Results information included in those market announcements. VMS confirms that the form and context in which the Competent Person's findings are presented have not been materially modified from those market announcements. “New Drill Program to Target High Grade Zones at Jupiter” 2 August 2024 “Another Record Drilling Result 57m @ 3430ppm” 17 July 2024 “8m @ 5,716ppm TREO- Jupiter Drilling Continues to Outperform” 5 June 2024 Drilling Delivers More Record REE Intersections at Jupiter” 23 May 2024 “Jupiter-more outstanding REE hits up to 60 m over 2000 ppm” 16 April 2024 “Strategic Acquisition Adjacent to Jupiter REE Discovery” 22 March 2024 “300 Drillhole Program Commences at Jupiter” 15 March 2024 “Jupiter Continues to Deliver with Record NdPr over 5,000 ppm” 8 March 2024 “Jupiter delivers record drill hit of 48 m @ 3,025 ppm TREO” 9 February 2024 “Jupiter Delivers over 7,000 ppm TREO from Maiden RC Drilling” 29 November 2023 “Massive new REE Target at Brothers with up to 3,969 ppm TREO” 9 November 2023 “VMS makes High Grade clay hosted REE discover at Brothers” 1 August 2023 “Venture set to drill at the Iron Duke High Grade REE Project”18 May 2023 “JV into Neighbouring REE project with 49m @ 1313ppm TREO” 9 May 2023 3 ASX:VMS Funding Secured – Focused on Achieving Major Objectives at Jupiter • Capital Raising secures funding for 18 months ◊ Institutional Cornerstone Investors: NorthStar Impact Fund and Lion Selection Group (ASX: LSX) ◊ Indicative cash post placement: $12.1m • Secured 100% of Jupiter from JV partner ◊ Consideration of $1.5m in shares for 30% held by JV partner1 • Focus on Major Objectives for Jupiter ◊ Maiden Resource Estimate due in Q4 2024 – after initial metallurgy ◊ Resource Upgrade – after advanced metallurgy ◊ New drilling program targeting high-grade zones and regional targets commenced • Jupiter has Broad, Continuous, high-grade mineralisation over 40km2 ◊ +2,000ppm TREO over 20m – 30m widths within ◊ +1,000ppm TREO c. 80m widths ◊ 23% MREO in +1,000ppm material ◊ Very low Thorium and Uranium • Strategic Location of Jupiter ◊ Established mining precinct in Tier 1 jurisdiction ◊ 250km East of Geraldton Port on bitumen highway ◊ Close proximity to existing REE refineries at Mt Weld (Lynas) & Eneabba (Iluka) 1 Subject to Shareholder approval as announced on 1 July 2024 4 On 1 July 2024 Venture secured the right to acquire Joint Venture (JV) Partner, Merchant Venture Pty Ltd’s 30% of Jupiter and the Brothers Project for A$1.5m in shares, being 78.9m shares with 52.6m shares in escrow for up to 8 months. Subject to shareholder approval. 1 July 2024 Jupiter Acquisition Following shareholder approval, the JV will be terminated and replaced by the acquisition agreement, after which Venture will own 100% of Jupiter and the Brothers Project. Prior to the acquisition agreement, Venture had earned a 70% interest in Jupiter and the Brothers Project. The remaining 30% is owned by Merchant Ventures Pty Ltd. Under the JV Venture can increase its stake to 90% by completing a BFS or DFS. Once the Company has earnt a 90% interest, Merchant must either fund or sell its interest to Venture based on an independent expert's valuation. Merchant holds a 1% NSR which will remain in place under the acquisition agreement. 9 May 2023 ASX:VMS ventureminerals.com.au ASX:VMS RELIABLE • R ES PONS IBL E • SUSTAINABLE ventureminerals.com.au ASX:VMS Focus on Jupiter’s Huge Potential Reliable. Responsible. Sustainable. • Primary focus - Advance Jupiter • Acquire 100% of Jupiter • Complete capital raising with institutional support • Complete Share Purchase Plan (SPP) for shareholder participation on same basis as institutions • Conduct unmarketable parcel sale facility in conjunction with SPP • Rationalise portfolio to maximise shareholder value • Change company name and rebrand Leveraging and Accelerating the best opportunity in the Portfolio 6 ASX:VMS Strategic Location & Infrastructure Support Commercialisation 7 ASX:VMS Ideal Operating Conditions • Minimally stocked pastoral leases • Flat terrain with sparse vegetation • Easy access all year round • Standard heritage assessments required 8 Jupiter Flat, dry & accessible 9 ASX:VMS Jupiter Rises Over Major Discovery 10 Remarkable Continuity, with Consistently High Grade over 40km2 Sydney Cricket Ground fits into Jupiter area 754 times 22,000m of drilling completed for Maiden Resource 11 ASX:VMS Priority Drilling Commences • Low-cost exploration delivers high-grade intercepts • New drilling program targeting high grade zones commences • Drill spacing on priority targets closed down to minimum density of 250m x 250m • High grade areas often host broad zones of mineralisation exceeding 3,000ppm TREO • +5,000ppm TREO zones recently discovered on the northern margin of Jupiter are priorities • Regional drilling program commences on the broader Brothers REE Project 12 High-Grade Continuity over 7km wide Cross Sections Sydney harbour bridge fits end-to-end 13 times 13 ASX:VMS Structure of Capital Raising and Resulting Shareholding Structure No. of Shares Shares on issue 2,266,679,702 New Shares to be issued via Tranche 1 Placement 172,501,955 New Shares to be issued via Tranche 2 Placement1 110,092,783 New Shares to be issued to Directors1 10,526,316 Share Purchase Plan 52,631,579 Consideration Shares for Jupiter acquisition1 78,947,370 Share on Issue Post Raising and Acquisition 2,691,379,705 Shareholders No. of Shares % Holding North Star Impact Fund 131,578,947 4.9% New institutional investors 107,894,738 4.0% Sentinel Exploration (Jupiter acquisition) 79,947,370 3.0% Lion Selection Group 52,631,579 2.0% Elphinstone Group 60,521,450 2.0% WGS 51,545,888 1.9% 1 Subject to shareholder approval Note: for more information on the Capital Raising, Share Purchase Plan, Unmarketable Parcel Sale Facility and Jupiter Acquisition, refer to ASX announcement: Strategy Funded for 18 months – Jupiter Rising, 1 July 2024. 14 ASX:VMS Source and Use of Funds 15 ASX:VMS Indicative Timetable Note: This timetable is indicative only and is subject to change at the Company's discretion. The commencement of trading and quotation of Shares under the Placement and SPP is subject to confirmation from the ASX. Subject to the requirements of the Corporations Act. the ASX Listing Rules and other applicable rules, the Company reserves the right to amend this timetable at any time, without notice. 16 ASX:VMS Building Momentum Jupiter assay w. Record TREO Jupiter assays w. Record NdPr Jupiter assay w. Record TREO Strategic land acquisition Nick Cernotta as NED Tim Lindley as Chair Philippa Leggat as MD MAIDEN RESOURCE Q4 2024 Jupiter assay w. Record TREO $0.030 50,000,000 45,000,000 $0.025 40,000,000 35,000,000 $0.020 30,000,000 $0.015 25,000,000 20,000,000 $0.010 15,000,000 10,000,000 $0.005 5,000,000 $0.000 Jan 2024 0 Feb 2024 Mar 2024 Apr 2024 Volume May 2024 Jun 2024 Share Price 17 ASX:VMS Strong Strategic Leadership TIM Lindley MCom, BA, RMC-D, GAICD, FGIA Non-Executive Chair Tim is an experienced ASX board director and previous senior investment banker who brings a proven track record in resource company equity raising, project finance, debt, and M&A. During his 25-year executive career, he 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). Tim is currently a Non-Executive Director of Deep Yellow Ltd (ASX: DYL), Serendis Pty Ltd, and the Wayside Chapel. He was previously a Non-Executive Director and Chair of the Audit and Risk Committee for Onsite Rentals Group Pty Ltd and Little Wings. Tim has a master’s degree in economics and finance, and a bachelor’s degree in history and economics, from the University of New South Wales. He is a Graduate of the Australian Institute of Company Directors (GAICD) and a Fellow of the Governance Institute of Australia (FGIA). Tim was also a Commissioned Officer graduate of the Royal Military College Duntroon and currently holds a commercial pilot’s license (MEA CIR, FIR G2) and actively flies as a volunteer pilot for the community service aeromedical charity Angel Flight. PHILIPPA Leggat BCom (Financial Management), BA (Jewellery, Gemmology), GAICD Managing Director Philippa 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. She has a track record of negotiating value accretive project acquisitions and effectively communicating an organisation’s competitive advantages to raise its profile. In addition to her advisory work, Philippa previously served in ASX-listed companies as CEO of Comet Resources, Executive Director of Geopacific Resources and Non-Executive Director of Kula Gold, and Ensurance Ltd. She is currently a Non-Executive Director of Harena Resources, a private Australian company that is focused on developing a large Ionic Clay Rare Earths Project in Madagascar. Philippa is currently studying a master’s degree in Data Science Strategy and Leadership through RMIT, with a view to improving her ability to assist companies to use their data to gain insights and make better decisions. Philippa holds bachelor degrees in Commerce (financial management) and Art (jewellery and gemmology). She is a graduate member of the Australian Institute of Company Directors. NICK Cernotta B.Eng (Mining) Non-Executive Director Nick is a mining engineer with 40 years’ experience in the mining industry, spanning various commodities and operations in Australia and in multiple jurisdictions overseas, including Africa, South-East Asia, Mongolia and Saudi Arabia to state a few. Nick has held senior executive roles with extensive operational experience in both the public and private sectors of the mineral resources industry. More notable roles, include Director of Operations at Fortescue Metals Group Ltd, Chief Operating Officer at MacMahon Contracting, Director of Operations at Barrick Gold and CEO of GBF Underground Mining Company. More current is Nick’s career as a professional Non-Executive Director, for ASX 50, ASX 100 and ASX 300 listed companies. The current portfolio of companies include established operations and grass roots developments for Nickel, Cobalt, Copper, Gold and Lithium. Nick is a Non-Executive Director of Pilbara Minerals Limited and Northern Star Resources, and Non-Executive Chair of Panoramic Resources. 18 ASX:VMS Strong Capability and Technical Expertise JAMIE Byrde BComm, CA CFO and Company Secretary Jamie has over 18 years’ experience in corporate, financial, governance, audit and company secretarial roles. Jamie has held a number of senior financial positions including CFO and Company Secretary for a number of ASX listed and private companies and specialises in Financial Management, ASX and ASIC compliance and Corporate Governance of mineral and resource focused public companies. He is also currently Company Secretary for Blackstone Minerals Limited and Non-Executive Director and Company Secretary of Codrus Minerals Limited. DR. STUART Owen BSc (Geology), PhD (Geology) Exploration Manager Dr Stuart Owen is a Geologist with over 25 years of experience in mineral exploration. He has been instrumental in the discovery and development of multiple projects across four continents. Stuart’s technical leadership has seen the discovery of high-grade gold deposits in Australia, such as the Paulsens Deposit, as well as multi-million ounce gold discoveries in Africa during his time as exploration manager for Adamus Resources. More recently Dr Owen has led the team defining a large nickel sulphide discovery in Vietnam and has been the driver behind in the greenfields discovery of Venture’s Jupiter Project. Dr Owen received a PhD in Geology from the University of Otago and possesses a depth of experience in both exploration and development, across precious and base metals, as well as a broad range of other commodities including uranium, iron ore and rare earths. DR. Natalee Bonnici BSc Hon (Geology), PhD (Geometallurgy) Senior Exploration Geologist Natalee is a Geologist and Geometallurgist with over 15 years of experience in mineral exploration and geometallurgy. Her PhD was completed in 2012 as part of the AMIRA P843 project focusing on improving and predicting metallurgical performance through mineralogy and textural relationships. Natalee was most recently with Northern Star for 7 years as a Senior Exploration Geologist for their Carbine project in Kalgoorlie, developing and delivering resources for the Paradigm, Phantom, Anthill and Carbine deposits prior to the sale of the project. Prior to that, Natalee worked as an Exploration Geologist and Geometallurgist for Independence Group at the Jaguar project where she was part of the discovery team of the Triumph VHMS deposit. Natalee has been with Venture minerals since March as a Senior Exploration Geologist. 19 ASX:VMS Jupiter and its Peers • All the hallmarks of being Australia’s biggest clay-hosted, rare earth discovery • Typical drill intersection grade is two to three times that of the south China deposits (China ave grade approx 800ppm) • • Access to infrastructure is second to none • Tier 1 jurisdiction is a major geopolitical advantage 20 ASX:VMS Next Steps to Deliver a Maiden Resource Estimate in Q4 2024 • All Assay Data on 500m x 250m spaced drilling - received • Map Rare Earth Mineralisation in 3D over entire 40km2 - ongoing • Commence Detailed Metallurgical Programs - underway • Prepare Data for Maiden Resource Estimate - underway 21 the PEOPLE the PROJECT the PRICE cycle at a low ASX:VMS ventureminerals.com.au ASX:VMS RELIABLE • R ES PONS IBL E • SUSTAINABLE ventureminerals.com.au ASX:VMS Key Risks Company Specific Risks Funding risks The Company will be required to raise further funds (whether by way of debt and/or equity) in the future to, without limitation: (i) carry out additional exploration activities at its projects; (ii) complete future feasibility studies on its projects; and (iii) fund corporate, administrative and working capital needs. The ability of the Company to meet these future funding requirements, when they arise, will be dependent upon its continued capacity to access capital market funding sources and/or financing facilities via credit markets, including any environmental, social and government requirements. Funding via additional equity issues may be dilutive to the Company’s existing shareholders and, if available, debt financing may be subject to the Company agreeing to certain debt covenants and encumbering the Company’s assets. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations, delay, suspend and/or scale back its exploration programs and business strategies, as the case may be. There is however no guarantee that the Company will be able to secure any additional funding as and when required on terms favourable to the Company or at all. The failure of which would have a material adverse effect on the Company’s activities, its solvency and its reputation. Joint venture risk The Company is and may in the future become a party to further joint venture agreements governing the exploration and development of the Company's projects. There is a risk that one of the Company's joint venture partners or other contractors may default in their joint venture obligations (or that the Company may default in its obligations, and become liable) or not act in the best interests of the joint venture. There is a risk of insolvency or managerial failure by any of the contractors or other suppliers used by the Company in any of its activities, or that any of those agreements are terminated in accordance with their terms. There is also a risk of legal or other disputes between the Company and co-venturers or contractors or other suppliers. This may have an adverse effect on the interests and prospects of the Company. Tenure, access and grant of applications Mining and exploration tenements are subject to periodic renewal. There is no guarantee that tenements will be renewed (nor that tenement applications will be granted). There is a risk that applications for tenements within the Company's projects may not be granted. The Company's projects are subject to relevant mining legislation. The renewal of the term of a granted tenement is also subject to government discretion, the Company’s ability to meet the conditions imposed by relevant authorities is not certain, including compliance with the Company’s work program requirements which, in turn, is dependent on the Company being sufficiently funded to meet those expenditure requirements. Renewal conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the tenements comprising the Company's projects. The imposition of new conditions or the inability to meet those conditions may adversely affect the operations, financial position and/or performance of the Company. There is no assurance that such renewals will be given as a matter of course and there is no assurance that new conditions will not be imposed by the relevant granting authority. The consequence of forfeiture or involuntary surrender of a granted tenement for reasons beyond the control of the Company could be significant. Pursuant to the conditions of the tenements comprising the Company's projects, the Company is subject to payment and other obligations. In particular, tenement holders are required to expend the funds necessary to meet the minimum work commitments attaching to the tenements. Failure to meet these work commitments may render the tenement liable to be cancelled or its size reduced. There is a risk of inability to access the land required for operations on tenements. This may, for example, be as a result of weather, environmental restraints, native title, landholder’s activities, regulatory or third party objections or other factors. Such difficulties may cause delays and cost overruns (and may prevent the carrying out of activities on tenements). Interests in tenure may also be compromised or lost due to third party interests or claims. New projects, acquisitions and joint ventures The Company may make acquisitions in the future as part of future growth plans. In this regard, the Directors will use their expertise and experience in the resources sector to assess the value of potential projects that have characteristics that the Directors consider are likely to provide returns to shareholders. There can be no guarantee that any new project acquisition or investment will eventuate from these pursuits, or that acquisitions will result in a return for shareholders. Such acquisitions may result in the use of the Company's cash resources and/or the issuance of equity securities, which will dilute shareholdings. Furthermore, any new project or business acquisition may change the risk profile of the Company, particularly if the new project is located in another jurisdiction, involves a new commodity and/or changes the Company's capital/funding requirements. Native title and access risks Mining tenements in Australia are subject to native title laws and may be subject to future native title applications. Native title may preclude or delay granting of exploration and mining tenements or the ability of the Company to explore, develop and/or commercialise the mining tenements. Considerable expenses may be incurred negotiating and resolving issues, including any compensation agreements reached in settling native title claims lodged over any of the mining tenements held or acquired by the Company. The Company's mineral titles may also be subject to access by third parties including, but not limited to traditional owners. This access could potentially impact the Company's activities and/or may involve payment of compensation to parties whose existing access to the land may be affected by the Company's activities. The Company has no history of earnings and no production or revenues The Company has no history of earnings, and does not have any producing mining operations. The Company has experienced losses from exploration activities and the Company expects to continue to incur losses. No assurance can be given that the Company will be able to economically exploit any mineral deposit or enter into production. The Company expects to continue to incur losses from exploration and development activities in the foreseeable future. Reliance on key management and directors The Company is reliant on a number of key personnel employed or engaged by the Company. Loss of such personnel may have a materially adverse impact on the performance of the Company. It may be difficult for the Company to continue to attract and retain suitably qualified and experienced people. The Board is aware of the need to have sufficient management to properly supervise the exploration and development studies (if successful) for the development and potential future operations of the Company's projects. 23 ASX:VMS Key Risks Mining Industry Risks Resource and reserve estimates Ore reserve and mineral resource estimates are expressions of judgment based on drilling results, past experience with mining properties, knowledge, experience, industry practice and many other factors. Estimates which are valid when made may change substantially when new information becomes available. Mineral resource and ore reserve estimation is an interpretive process based on available data and interpretations and thus estimations may prove to be inaccurate. The actual quality and characteristics of mineral deposits cannot be known until mining takes place and will almost always differ from the assumptions used to develop resources. Further, ore reserves are valued based on future costs and future prices and, consequently, the actual ore reserves and mineral resources may differ from those estimated, which may result in either a positive or negative effect on operations. Should the Company encounter mineralisation or formations different from those predicted by past drilling, sampling and similar examinations, resource estimates may have to be adjusted and mining plans may have to be altered in a way which could adversely affect the Company’s operations. Results of studies Subject to the results of any future exploration and testing programs, the Company may progressively undertake a number of studies in respect of the Company’s current projects or any new projects. These studies may include scoping studies, pre-feasibility studies and bankable feasibility studies. These studies may not occur, but if they are completed, they would be prepared within certain parameters designed to determine the economic feasibility of the relevant project within certain limits. There can be no guarantee that any of the studies will confirm the economic viability of the Company’s projects or the results of other studies undertaken by the Company (e.g. the results of a feasibility study may materially differ to the results of a scoping study). Further, even if a study determines the economics of the Company’s projects, there can be no guarantee that the projects will be successfully brought into production as assumed or within the estimated parameters in the feasibility study, once production commences including but not limited to operating costs, mineral recoveries and commodity prices. In addition, the ability of the Company to complete a study would be dependent on the Company’s ability to raise further funds to complete the study as required. Nature of mineral exploration and mining The business of mineral exploration, development and production is subject to risk by its nature. shareholders should understand that mineral exploration, development and mining are high-risk enterprises, only occasionally providing high rewards (with no guarantee of ever becoming producing assets). The success of the Company depends, among other things, on successful exploration, feasibility of projects, securing and maintaining title to tenements and consents, successful design, construction, commissioning and operating of mining and processing facilities, successful development and production in accordance with forecasts and successful management of the operations. Exploration and mining activities may also be hampered by force majeure circumstances, land claims and unforeseen mining problems. There is no assurance that exploration and development of the mineral tenement interests currently owned by the Company, or any other projects that may be acquired in the future, will result in the discovery of mineral deposits which are capable of being exploited economically. Even if an apparently viable deposit is identified, there is no guarantee that it can be profitably exploited. If such commercial viability is never attained, the Company may seek to transfer its property interests or otherwise realise value, or the Company may even be required to abandon its business and fail as a “going concern”. Whether a mineral deposit will be commercially viable depends on a number of factors, which include, without limitation, the particular attributes of the deposit, such as size, grade and proximity to infrastructure, metal prices, which fluctuate widely, and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, exporting of minerals and environmental protection. The combination of these factors may result in the Company expending significant resources (financial and otherwise) on tenements wi