VENTURE VANADIUM INC. : Completion of Acquisition or Disposition of Assets, Change in Shell Company Status, Financial Statements and Exhibits (form 8-K)

Item 2.01 Completion of Acquisition or Disposition of Assets.

As mentioned in Item 5.06 below, we ceased being a shell company as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We believe that we stopped being a shell company as the result of commencing operations that consist of more than nominal operations and not as the result of any single transaction or series of related transactions. As a result, we do not believe that we are required to include any of the "Form 10 information" required by Item 2.01 (f) of Form 8-K. To the extent that any such information is required, we incorporate it by reference to our annual report filed on Form 10-K with the U.S. Securities and Exchange Commission on January 27, 2020 (the "Annual Report").

Item 5.06. Change in Shell Company Status

Events Leading to Change in Shell Status

Venture Vanadium Inc. (the "Company", "we", "us") is focused on the evaluation and development of early-stage vanadium exploration opportunities. Based on the current operations of the Company, we ceased being a shell company.

In the past few months, the Company has taken active steps to further its business plan and has spent significant funds to advance its business, including $172,200 for the acquisition titles and $55,703 for work program costs. The steps taken to date include:

1.On June 12, 2019, we entered into an assignment agreement with our sole officer and director Ian Ilsley to assign his rights and obligations under an option agreement (the "Option Agreement") with Mr. Fayz Yacoub where Mr. Yacoub agreed to grant an exclusive option to acquire an undivided one hundred percent (100%) interest in and to 30 mineral claims in property representing 1,789.80 hectares (4,422.69 acres) situated in Quebec, Canada (the "Desgrosbois Property").

2.On November 22, 2019, we entered into the Amended and Restated Desgrosbois Option Agreement ("Amended and Restated Agreement") amending certain terms of the Option Agreement. Under the Amended and Restated Agreement, we acquired a 100% title to the Desgrosbois Property in exchange for a $70,000 cash payment, the issuance of 1,000,000 shares and the grant of a two per cent net smelter return on all metals extracted from the Desgrosbois Property. We currently have titles to projects and 30 mineral claims located on the Desgrosbois Property. The property is located on map sheet 31J01 of the National Topographic System ("NTS") of Canada. The Desgrosbois Property is within 800 meters of the Ivry Property.

3.We are pursuing titles in the Ivry Property which is next to our titles in the Desgrosbois Property. The title to the two claims hosting the Ivry mine lapsed, and a staking application to acquire these claims were made on behalf of Venture Vanadium in mid-January 2020.

4.Mr. Michel Boily, Ph.D., P.Geo., was engaged to complete a NI 43-101 Qualifying Report on the Desgrosbois property. In January 2019, an updated N43-101 report was completed by Michel Boily who produced an earlier report on the licenses. A copy of this NI 43-101 is available on our website and as an exhibit to our Annual Report. The update to the NI 43-101 report cost $9,000.

5.We carried out the initial stage of our work program in September, 2019 and incurred an expenditure of USD$48,500 to On Track Exploration Limited (OTE), a Canadian geographical company. This work consisted of a geological investigation and rock sampling program to test the main target areas on the property. The full results of this initial work program are expected shortly and will define the next stages of the work program.

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6.We engaged Mr. Stewart A. Jackson, PhD. P.Geo., on January 1, 2019 and Mr. Paul Ray on October 1, 2019 as our senior advisors and members of our advisory board to assist with the technical aspects of the development of the Desgrosbois project.

7.We established executive offices in Pittsburgh in 2019, and management is currently examining in detail the results of the Augst/September 2019 work program and report to establish stage two of the work program. Stage two of the work program is expected to focus on the areas surrounding the Desgrosbois mine and Ivry mine and will entail a greater sampling density. As the details of the second stage of the program are not finalized, the cost of state two are difficult to estimate, although they are unlikely to be less that $250,000.

As such, the Company believes that it is no longer a shell company.

Item 9.01. Financial Statements and Exhibits.

Financial Statements

The information required to be provided herein is set forth in the Company's annual report on Form 10-K filed with the SEC on January 27, 2020 and is incorporated herein by reference.

Exhibits

The following exhibits are included as part of this Current Report on Form 8-K by reference.

3.1      Articles of Incorporation, dated September 26, 2016 (incorporated by
       reference to Exhibit 3.1 to our registration statement filed on Form S-1 on
       January 6, 2017)

3.2      Certificate of Amendment to Articles of Incorporation, filed December 4,
       2018 (incorporated by reference to Exhibit 3.1 to our current report filed
       on Form 8-K on December 11, 2018)

3.3      Certificate of Amendment to Articles of Incorporation, filed January 29,
       2019 (incorporated by reference to Exhibit 3.1 to our quarterly report
       filed on Form 10-Q on June 26, 2019)

3.4      Certificate of Change, filed on January 29, 2019 (incorporated by
       reference to Exhibit 3.2 to our current report filed on Form 8-K on
       December 12, 2018)

3.5      Bylaws (incorporated by reference to Exhibit 3.2 to our registration
       statement filed on Form S-1 on January 6, 2017)

10.1     Split-Off Agreement, dated May 29, 2019, between the Company, Ms. Ping
       and Mr. Ilsley (incorporated by reference to Exhibit 10.1 to our current
       report filed on Form 8-K on June 17, 2019)

10.2     Desgrosbois Option Agreement, dated November 6, 2018, between Mr. Ian
       Ilsley and Mr. Fayz Yacoub (incorporated by reference to Exhibit 10.1 to
       our current report filed on Form 8-K on June 24, 2019)

10.3     Assignment of Desgrosbois Option Agreement dated June 12, 2019, between
       Mr. Ian Ilsley and Venture Vanadium Inc. (incorporated by reference to
       Exhibit 10.2 to our current report filed on Form 8-K on June 24, 2019)

10.4     Amended and Restated Desgrosbois Option Agreement dated November 22,
       2019, between Venture Vanadium Inc., Mr. Ian Ilsley and Mr. Fayz Yacoub
       (incorporated by reference to Exhibit 10.1 to our current report filed on
       Form 8-K on November 25, 2019)

99.1     NI 43-101 Technical Report, dated January 1, 2019 (incorporated by
       reference to Exhibit 99.1 to our Annual Report on Form 10-K on January 27,
       2020 )

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