DEVELOP GLOBAL LIMITED — AGM Information 2009

Oct 29, 2009

VENTUREX RESOURCES LIMITED ABN 28 122 180 205

NOTICE OF ANNUAL GENERAL MEETING

TIME : 11.15am (WST) DATE : 30 November 2009 PLACE : The George 216 St Georges Terrace Perth, Western Australia

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 6389 7400

CONTENTS PAGE

Notice of Annual General Meeting (setting out the proposed resolutions)	2
Explanatory Statement (explaining the proposed resolutions)	5
Glossary	13
Schedule 1 – Terms and Conditions of Options – Resolution 5 to 7	14
Schedule 2 – Valuation of Director Options – Resolution 5	15
Proxy Form	Attached
TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 11.15am (WST) on 30 November 2009 at:

The George 216 St Georges Terrace Perth, Western Australia

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to Venturex Resources Limited, c/- PO Box 1444, West Leederville WA 6901;

(b) facsimile to the Company on facsimile number (+61 8) 9463 7836,

so that it is received not later than 11.15am (WST) on 28 November 2009.

Proxy Forms received later than this time will be invalid.

1

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders will be held at 11.15am (WST) on 30 November 2009 at The George, 216 St Georges Terrace, Perth, Western Australia.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at 5.00pm (WST) on 28 November 2009.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2009 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the remuneration report as contained in the Company’s annual financial report for the financial year ended 30 June 2009.”

2. RESOLUTION 2 – ISSUE OF SHARES TO STRAITS RESOURCES LIMITED

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rules 7.1 of the Listing Rules of ASX Limited and for all other purposes, Shareholders approve the issue of 106,700,000 fully paid ordinary shares to Straits Resources Limited (or its nominee) on the terms and conditions outlined in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Straits Resources Limited (or its nominee) or any of his associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

2

3. RESOLUTION 3 – RE-ELECTION OF ANTHONY MILES REILLY AS A DIRECTOR

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of clause 20.6 of the Constitution and for all other purposes, Mr Anthony Miles Reilly, a Director who was appointed on 1 July 2009, retires, and being eligible, is re-elected as a Director.”

4. RESOLUTION 4 – RE-ELECTION OF MICHAEL MULRONEY AS A DIRECTOR

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of clause 22.1 of the Constitution and for all other purposes, Mr Michael Mulroney, a Director who retires by rotation, and being eligible, is re-elected as a Director.”

5. RESOLUTION 5 – APPROVAL FOR THE ISSUE OF OPTIONS TO ANTHONY MILES REILLY

To consider and, if thought fit, to pass, the following resolution as an ordinary resolution :

“That, subject to the passing of Resolution 3, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue 5,000,000 Director Options to Mr Anthony Miles Reilly (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Mr Anthony Miles Reilly (or his nominee) or any of his associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

6. RESOLUTION 6 – APPROVAL FOR ISSUE OF OPTIONS TO EXPLORATION MANAGER

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to issue and allot 5,000,000 Options to Mr Karl Weber (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Mr Karl Weber and any of his associates or any other person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed. However the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

3

7. RESOLUTION 7 – APPROVAL FOR ISSUE OF OPTIONS TO SILVA E FERREIRA DA SILVA LTDA ME

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to issue and allot 2,000,000 Options to Silva E Ferreira Da Silva Ltda ME (or its nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Silva E Ferreira Da Silva Ltda ME and any of its associates or any other person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed. However the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

8. RESOLUTION 8 – APPROVAL FOR SHARE PLACEMENT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to issue and allot up to 60,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

9. RESOLUTION 9 – CHANGE OF AUDITOR

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purpose of Section 327B of the Corporations Act 2001 (Cth) and for all other purposes, William Buck Audit (WA) Pty Ltd, having been nominated by a shareholder of the Company and having consented in writing to act in the capacity of auditor, be appointed as auditor of the Company.”

DATED: 21 OCTOBER 2009

BY ORDER OF THE BOARD

TIM SUGDEN MANAGING DIRECTOR

4

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 11.15am (WST) on 30 November 2009 at The George, 216 St Georges Terrace, Perth, Western Australia.

This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2009 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

In accordance with amendments to the Corporations Act the Company is no longer required to provide a hard copy of the Company’s annual financial report to Shareholders unless a Shareholder has specifically elected to receive a printed copy. These amendments may result in a reduction in the Company’s printing costs.

Whilst the Company will not provide a hard copy of the Company’s annual financial report unless specifically requested to do so, Shareholders may view the Company annual financial report online at www.venturexresources.com.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors or the Company.

The remuneration report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The remuneration report is part of the Directors’ report contained in the annual financial report of the Company for the financial year ending 30 June 2009.

A reasonable opportunity will be provided for discussion of the remuneration report at the Annual General Meeting.

3. RESOLUTION 2 – APPROVAL FOR ISSUE OF SHARES TO STRAITS RESOURCES LIMITED

3.1 GENERAL

On 20 August 2009 the Company announced to ASX that it had entered into a binding terms sheet to acquire 100% of the issued shares in Straits (Whim Creek) Pty Ltd ( Whim Creek ), the owner of the Whim Creek Mine and associated exploration tenements, from Straits Resources Limited ( Acquisition ).

The consideration payable by the Company under the Acquisition is as follows:

(a) 106,700,000 Shares at a deemed issue price of 7.5 cents per Share (equalling $8,000,000) at settlement; and

5

• (b) upon an announcement by the Company of its intention to commence mining operations on any of the tenements held by Whim Creek, or the Company or any of its other related bodies corporate within 100 kilometres of the tenements held by Whim Creek, the Company will issue such number of Shares equal to $3,000,000 divided by the 30 day volume weighted average trading price of the Company’s Shares on ASX over the period ending on the day immediately prior to the announcement of the intention to commence mining operations by the Company. In the event that the approval of Shareholders is required to issue these Shares, where such approval is not obtained, the Company will pay to Straits Resources Limited the amount of $3,500,000 in lieu of those Shares.

Pursuant to Resolution 2, the Company seeks the approval of Shareholders to issue the 106,700,000 Shares to Straits Resources Limited (or its nominee).

In the event that Resolution 2 is passed, and the remaining conditions of the Acquisition are satisfied, Straits Resources Limited will hold approximately 19.91% of the Shares in the Company.

3.2 ASX LISTING RULES

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 2:

• (a) the maximum number of Shares to be issued is 106,700,000 Shares;

• (b) the Shares will be issued no later than 3 months after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);

• (c) the deemed issue price of the Shares will be 7.5 cents per Share. However, no funds will be raised from the issue of the Shares as the Shares are to be issued as part consideration for the acquisition of Straits (Whim Creek) Pty Ltd;

• (d) the Shares will be issued to Straits Resources Limited (or its nominee) as consideration for the Acquisition;

• (e) the Shares to be issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (f) the Shares will be issued on one date and it is intended that they will be allotted on the same date; and

• (g) as outlined above, no funds will be raised from the issue of the Shares, as the Shares will be issued as consideration for the acquisition of 100% of the issued shares in Straits (Whim Creek) Pty Ltd.

6

4. RESOLUTION 3 – RE-ELECTION OF ANTHONY MILES REILLY AS A DIRECTOR

Clause 20.5 of the Constitution allows the Directors to appoint at any time a person to be a Director as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Corporations Act.

Any Director so appointed holds office only until the next following general meeting and is then eligible for re-election.

Mr Anthony Miles Reilly was appointed as a director of the Company on 1 July 2009 and being eligible seeks re-election.

5. RESOLUTION 4 – RE-ELECTION OF MR MICHAEL MULRONEY AS A DIRECTOR

Clause 22.1 of the Constitution requires that if the Company has three or more Directors, one third (or the number nearest one-third) of those Directors must retire at each annual general meeting, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

A Director who retires by rotation under clause 22.1 of the Constitution is eligible for re-election.

Mr Michael Mulroney retires by rotation and seeks re-election.

6. RESOLUTIONS 5 – APPROVAL OF DIRECTOR OPTIONS

6.1 GENERAL

The Company has agreed, subject to obtaining Shareholder approval, to allot and issue 5,000,000 Director Options ( Director Options ) to Mr Anthony Miles Reilly (or his nominee) ( Related Party ) on the terms and conditions set out below:

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in Sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

In addition, ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

The grant of the Director Options to the Related Party requires the Company to obtain Shareholder approval because the grant of Director Options constitutes giving a financial benefit and as a Director, Mr Miles Anthony Reilly is a related party of the Company.

7

It is the view of the Directors that the exceptions set out in Sections 210 to 216 of the Corporations Act and ASX Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the grant of Director Options to the Related Party.

6.2 SHAREHOLDER APPROVAL (CHAPTER 2E OF THE CORPORATIONS ACT AND LISTING RULE 10.11)

Pursuant to and in accordance with the requirements of Sections 217 to 227 of the Corporations Act and ASX Listing Rule 10.13, the following information is provided in relation to the proposed grant of Director Options:

• (a) the related party is Mr Anthony Miles Reilly, a Director of the Company;

• (b) the maximum number of Director Options (being the nature of the financial benefit being provided) to be granted to the Related Party is 5,000,000 Director Options;

• (c) the Director Options will be granted to the Related Party no later than 1 month after the date of the Annual General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Director Options will be issued on one date;

• (d) the Director Options will be granted for no consideration, accordingly no funds will be raised from the issue;

• (e) the Director Options are issued on the following terms and conditions and otherwise on the terms and conditions set out in Schedule 1:

No. of Director Options	Vesting Date	Exercise Price	Expiry Date
2,500,000	Twelve months from date of issue	$0.15	Three years from date of issue
2,500,000	Twenty four months from date of issue	$0.15	Three years from date of issue

(f) the value of the Director Options for Resolution 5 and the pricing methodology is set out in Schedule 2;

• (g) the relevant interests of the Related Party in securities of the Company are set out below:

set out below:
Related Party	Shares	Options
Anthony Miles Reilly	26,650,000	Nil

(h) the remuneration and emoluments from the Company to the Related Party since their date of appointment is set out below:

Related Party	$
Anthony Miles Reilly	33,333

• (i) if the Director Options granted to the Related Party are exercised, a total of 5,000,000 Shares would be allotted and issued. This will increase the

8

number of Shares on issue from 429,282,350 to 434,282,350 (assuming that no other Options are exercised and no other Shares are issued) with the effect that the shareholding of existing Shareholders would be diluted as follows:

follows:
Related Party	Issued Shares as at the date of this Notice of Meeting	Director Options to be issued	Issued Shares upon exercise of all Director Options	Dilutionary effect upon exercise of Director Options
Anthony Miles Reilly	429,282,350	5,000,000	434,282,350	1.15%

Shareholders should be aware that pursuant to Resolution 2, the Company is seeking approval for the issue of a further 106,700,000 Shares in the Company. In the event that Resolution 2 is passed, and those Shares issued, the dilutionary effect of the conversion of the Director Options will be further reduced below 1.15%.

The market price for Shares during the term of the Director Options would normally determine whether or not the Director Options are exercised. If, at any time any of the Director Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Director Options, there may be a perceived cost to the Company;

(j) any funds raised through the exercise of the Director Options will be allocated towards the Company’s general working capital;

(k) the trading history of the Shares on ASX in the 12 months before the date of this Notice of Annual General Meeting is set out below:

	Price	Date
Highest	$0.135	14 October 2009
Lowest	$0.005	21 November 2008
Last	$0.105	20 October 2009

(l) the primary purpose of the grant of Director Options to each of Mr Anthony Miles Reilly is to provide cost effective consideration for their ongoing commitment and contribution to the Company in his role as a Director. The Board does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Director Options upon the terms proposed;

• (m) Mr Anthony Miles Reilly declines to make a recommendation to Shareholders in relation to Resolution 5 due to his material personal interest in the outcome of the Resolution. The other Directors, who do not have a material interest in the outcome of Resolution 5, recommend that Shareholders vote in favour of Resolution 5. The Board (other than Mr Anthony Miles Reilly) is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass the Resolution.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Director Options to the Related Parties as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Director Options to the Related Party will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

9

7. RESOLUTION 6 – APROVAL FOR ISSUE OF OPTIONS TO EXPLORATION MANAGER – SOUTH AMERICA

7.1 GENERAL

Resolution 6 seeks approval for the issue of 5,000,000 Options to Mr Karl Weber, the Company’s Exploration Manager for South America.

7.2 ASX LISTING RULES

A summary of the requirements of ASX Listing Rules 7.1 is outlined in Section 3.1 above.

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 6:

• (a) the maximum number of Options to be issued is 5,000,000 Options;

• (b) the Options will be issued no later than 3 months after the date of the Annual General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;

• (c) the Options will be issued for nil consideration as part of the remuneration package agreed by the Company subsequent to the acquisition of CMG Gold Limited;

• (d) the Options will be allotted and issued to Mr Karl Weber, the Exploration Manager – South America of the Company, (or his nominee);

• (e) the Options will be issued on the following terms and conditions and otherwise on the terms and conditions outlined in Schedule 1:

No. of Options	Vesting Date	Exercise Price	Expiry Date
2,500,000	Twelve months from date of issue	$0.15	Three years from date of issue
2,500,000	Twenty four months from date of issue	$0.15	Three years from date of issue

• (f) upon exercise of each Option, the Shares issued will rank pari passu with the Company’s existing Shares on issue;

• (g) no funds will be raised from the issue of the Options as they will be issued as part of the remuneration package agreed with the Exploration Manager – South America subsequent to the acquisition of CMG Gold Limited.

8. RESOLUTION 7 – APROVAL FOR ISSUE OF OPTIONS TO SILVA E FERREIRA DA SILVA LTDA ME

8.1 GENERAL

Resolution 7 seeks approval for the issue of 2,000,000 Options to Silva E Ferreira Da Silva Ltda ME, a company that provides services in Brazil to CMG Mineração Ltda, a Brazilian subsidiary of the Company ( Brazilian Subsidiary ).

10

Silva E Ferreira Da Silva Ltda ME is engaged by the Company to provide various services to the Brazilian subsidiary, including to provide the services of Mr Jonas Ferreira Da Silva as the local representative director of the Brazilian Subsidiary.

Mr Da Silva is not a Director of the Company.

8.2 ASX LISTING RULES

A summary of ASX Listing Rule 7.1 is set out in Section 6.2 above.

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 7:

• (a) the maximum number of Options to be issued is 2,000,000 Options;

• (b) the Options will be issued no later than 3 months after the date of the Annual General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;

• (c) the Options will be issued for nil consideration as part of the service package agreed by the Company with Silva E Ferreira Da Silva Ltda ME subsequent to the acquisition of CMG Gold Limited;

• (d) the Options will be allotted and issued to Silva E Ferreira Da Silva Ltda ME (or its nominee);

• (e) the Options will be issued on the following terms and conditions and otherwise on the terms and conditions outlined in Schedule 1:

No. of Options	Vesting Date	Exercise Price	Expiry Date
1,000,000	Twelve months from date of issue	$0.15	Three years from date of approval at General Meeting
1,000,000	Twenty four months from date of issue	$0.15	Three years from date of approval at General Meeting

• (f) Upon exercise of each Option, the Shares issued will rank pari passu with the Company’s existing Shares on issue;

• (g) no funds will be raised from the issue of the Options as they will be issued as part of the service fee agreed with Silva E Ferreira Da Silva Ltda ME as consideration for the provision of various services to the Company’s Brazilian Subsidiary including the provision of the services of Mr Jonas Ferreira Da Silva as the local representative director of the Brazilian Subsidiary.

9. RESOLUTION 8 – APPROVAL FOR SHARE PLACEMENT

9.1 GENERAL

Resolution 8 seeks Shareholder approval for the allotment and issue of up 60,000,000 Shares to raise funds to provide working capital to support the Company’s exploration activities ( Share Placement ).

11

9.2 ASX LISTING RULES

A summary of ASX Listing Rule 7.1 is set out in Section 3.2 above.

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Share Placement:

• (a) the maximum number of Shares to be issued is 60,000,000 Shares;

• (b) the Shares will be issued no later than 3 months after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);

• (c) the issue price will be determined by the Board but will be at a price which is at least 80% of the average market price for Shares calculated over the 5 days on which sales in Shares are recorded before the date on which the issue is made or, if there is a prospectus, over the last 5 days on which sales in the securities were recorded before the date the prospectus is signed;

• (d) the Directors and any brokers appointed by the Company to manage the Share Placement will determine to whom the Shares will be issued but these allottees will not be related parties of the Company;

• (e) the Shares to be issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (f) the Shares issued will be allotted progressively as allottees are identified, however no Shares will be issued or allotted after the date which is three (3) months after the date of the Meeting; and

• (g) the Company intends to use the funds raised by the Share Placement for additional working capital to support the Company’s continuing exploration activities in Australia and Brazil.

10. RESOLUTION 9 – CHANGE OF AUDITOR

Resolution 9 seeks Shareholder approval for Change of Auditor to appoint William Buck Audit (WA) Pty Ltd to act as auditors of the Company effective at the AGM.

Following the relocation of the Company’s administration and accounting functions from Melbourne to Perth, the Company believes that it is appropriate to have a locally based Perth firm perform its audit functions. The current Auditors, Webb Audit Pty Ltd, are based in Melbourne and have advised the Company that they are in the process of resigning as auditor.

Following review, the Board recommends that Shareholders vote in favour of the appointment of William Buck Audit (WA) Pty Ltd to act as auditors of the Company effective the AGM.

11. ENQUIRIES

Shareholders are required to contact the Company Secretary on (+61 8) 6389 7400 if they have any queries in respect of the matters set out in these documents.

12

GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Company means Venturex Resources Limited (ABN 28 122 180 205).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Director Option means an Option granted to a Director.

Directors means the directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

Annual General Meeting means the meeting convened by the Notice of Meeting.

Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Statement.

Option means an option to acquire a Share.

Option Holder means a holder of an Option.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

13

SCHEDULE 1 – TERMS OF OPTIONS – RESOLUTION 5 TO 7

The terms of the Options issued pursuant to Resolutions 5 to 7 inclusive are as follows:

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

• (a) Each Option entitles the holder to subscribe for one ordinary fully paid Share.

• (b) The Options expire on the date that is three (3) years after the date the Options are issued.

• (c) The Options will vest as follows:

• (i) 50% of the Options will vest on the date that is twelve months from the date of issue; and

• (ii) 50% of the Options will vest on the date that is twenty four months from the date of issue.

• (d) In the event that the Option holder ceases to be an employee or consultant of the Company, any Options which have yet to vest pursuant to clause (c)(i) or (ii) above shall immediately lapse.

• (e) Each Share allotted on exercise of an Option shall be issued at the exercise price of $0.15 per share.

• (f) The issue price of a Share the subject of an Option shall be payable in full on exercise of the Option by the Eligible Person (or, if applicable, their nominee).

• (g) The Company will not apply for official quotation of the Options on ASX. The Options are non-transferrable.

• (h) Options shall be exercisable by the delivery to the registered office of the Company of a notice in writing stating the intention of the Option holder to exercise all or a specified number of Options, accompanied by the relevant Option Certificate (if any) and a cheque made payable to Company for the subscription price for the Shares.

• (i) An exercise of only some Options shall not affect the rights of the Option holder under the balance of the Options held by him or her as appropriate.

• (j) Company shall allot the resultant Shares and deliver notification of share holdings within five business days of the exercise of an Option.

• (k) Shares allotted pursuant to an exercise of Options shall rank from the date of allotment, equally with existing Shares of the Company in all respects.

• (l) The Company shall in accordance with the Listing Rules make application to have Shares allotted pursuant to an exercise of Options listed for official quotation by the ASX.

• (m) The Option holder will be permitted to participate in any new pro-rata issue of securities of the Company subject to the prior exercise of the Vested Options, in which case the Option holder will be notified by the Company of the proposed pro-rata issue at least 9 business days before the books closing date (to determine entitlements to the issue) and afforded that period to exercise the Options.

• (n) In the event of any reorganisation (including consolidation, subdivision, reduction or return of capital) of the issued capital of the Company, the rights of an Option holder will be changed to the extent necessary to comply with the listing rules of the ASX applying to a reorganisation of capital at the time of the reorganisation.

• (o) The Options will not give any right to participate in dividends until Shares are allotted pursuant to the exercise of the relevant Options.

14

SCHEDULE 2 – VALUATION OF DIRECTOR OPTIONS – RESOLUTION 5

The Director Options to be issued to the Related Party pursuant to Resolution 5 have been valued by internal management.

Using the theoretical Black & Scholes option model and based on the assumptions set out below, the Director Options were ascribed a value, as follows:

Resolution 4 – Director Options issued to Anthony Miles Reilly

**Assumptions: **
Valuationdate	20 October 2009
Market price ofShares	$0.105
Exercise price	$0.15
Expiry date	19 October 2012
Life of Options (Months)	36
Risk free interest rate	5.145%
Volatility	92%
Black-Scholes Valuation per Option	$0.0557
Discountfor vesting	5%
Discountforunlisted status	5%
Indicatedvalue perOption	$0.0502
Number of Director Options	5,000,000
**TOTAL VALUE **	$250,805.93

Note: The valuations noted above are not necessarily the market prices that the Director Options could be traded at and they are not automatically the market prices for taxation purposes.

15

PROXY FORM

APPOINTMENT OF PROXY VENTUREX RESOURCES LIMITED ACN 122 180 205

ANNUAL GENERAL MEETING

		ANNUAL GENERAL MEETING
I/We
of
	being a member of Venturex Resources Limited entitled to attend and vote at the Annual
	General Meeting, hereby
Appoint
	Name of proxy
OR		the Chair of the Annual General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the Annual General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the Annual General Meeting to be held at 11.15am (WST), on 30 November 2009 at The George, 216 St Georges Terrace, Perth, Western Australia, and at any adjournment thereof.

If no directions are given, the Chair will vote in favour of all the Resolutions.

If the Chair of the Annual General Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of Resolution 2 or Resolutions 5 to 8 (inclusive) please place a mark in this box.

By marking this box, you acknowledge that the Chair of the Annual General Meeting may exercise your proxy even if he has an interest in the outcome of Resolution 2 or Resolutions 5 to 8 and that votes cast by the Chair of the Annual General Meeting for Resolution 2 or Resolutions 5 to 8 other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on Resolution 2 or Resolutions 5 to 8 and your votes will not be counted in calculating the required majority if a poll is called on Resolution 2 or Resolutions 5 to 8.

OR

Voting on Business of the Annual General Meeting

FOR AGAINST ABSTAIN

Resolution 1 – Adoption of Remuneration Report Resolution 2 – Issue of Shares to Straits Resources Limited Resolution 3 – Re-Election of Anthony Miles Reilly as a Director Resolution 4 – Re-Election of Michael Mulroney as a Director Resolution 5 – Approval for the Issue of Options to Anthony Miles Reilly Resolution 6 – Approval for issue of Options to Exploration Manager Resolution 7 – Approval for Issue of Options to Silva E Ferreira Da Silva Ltda ME Resolution 8 – Approval for Share Placement Resolution 9 – Change of Auditor

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll.

Signature of Member(s): Individual or Member 1 Sole Director/Company Secretary Contact Name: ____	Date: ____ Member 2 Member 3 Director Director/Company Secretary __ Contact Ph (daytime): ____

VENTUREX RESOURCES LIMITED ABN 28 122 180 205

Instructions for Completing ‘Appointment of Proxy’ Form

1.

( Appointing a Proxy ): A member entitled to attend and vote at an Annual General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.

( Direction to Vote ): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.

3.

( Signing Instructions ):

• ( Individual ): Where the holding is in one name, the member must sign.

• ( Joint Holding ): Where the holding is in more than one name, all of the members must sign.

• ( Power of Attorney ): If you have not already provided the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

• ( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.

• ( Attending the Meeting ): Completion of a Proxy Form will not prevent individual members from attending the Annual General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the Annual General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the Annual General Meeting.

• ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to Venturex Resources Limited, c/- PO Box 1444, West Leederville WA 6901; or

• (b) facsimile to the Company on facsimile number +61 8 9463 7836,

so that it is received not later than 11.15am (WST) on 28 November 2009.

Proxy forms received later than this time will be invalid.