DEVELOP GLOBAL LIMITED — AGM Information 2011

Oct 26, 2011

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VENTUREX RESOURCES LIMITED

ABN 28 122 180 205

NOTICE OF ANNUAL GENERAL MEETING

TIME : 1.00pm (WST) DATE : 29 November 2011 PLACE : The George 216 St Georges Terrace Perth WA 6000 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, Liza Carpene, on (+61 8) 6389 7400

CONT ENT S P AGE

Notice of Annual General Meeting (setting out the proposed resolutions)	2
Explanatory Statement (explaining the proposed resolutions)	5
Glossary	15
Schedule 1 – Terms and Conditions of Options – Resolutions 4, 5 and 6	16
Schedule 2 – Valuation of Options – Resolution 4, 5 and 6	17
Schedule 3 – Summary of the Terms of the Performance Rights Plan	18
Proxy Form	Attached

T IME AND P LACE OF ME ETING AND H OW TO VOT E

VENUE

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 1.00pm (WST) on 29 November 2011 at:

The George 216 St Georges Terrace Perth WA 6000, 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 the time and in accordance with the instructions set out on the Proxy Form.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Annual General Meeting. Broadly, the changes mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting;

• o the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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NOT ICE OF ANNUAL GEN ERA L MEETING

Notice is given that the Annual General Meeting of Shareholders will be held at 1.00pm (WST) on 29 November 2011 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 27 November 2011.

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 2011 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 2011.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

(b) a Closely Related Party of such a member.

However, a person described above may vote on this Resolution if:

(c) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and (d) the vote is not cast on behalf of a person described in sub-paragraphs (a) or (b) above.

2. RESOLUTION 2 – RE-ELECTION OF JOHN STEPHEN NITSCHKE 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 John Stephen Nitschke, a Director who was appointed on 30 August 2011, retires, and being eligible, is re-elected as a Director.”

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 22.1 of the Constitution and for all other purposes, Mr Anthony Miles Reilly, a Director who retires by rotation, and being eligible, is re-elected as a Director.”

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4. RESOLUTION 4 – APPROVAL FOR THE ISSUE OF OPTIONS TO MR JOHN STEPHEN NITSCHKE

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

“That, subject to the passing of Resolution 2, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue 3,000,000 Options to Mr John Stephen Nitschke (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

ASX Voting Exclusion : The Company will disregard any votes cast on this Resolution by Mr John Stephen Nitschke (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.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a) the proxy is either:

• (i) a member of the Key Management Personnel; or

• (ii) a Closely Related Party of such a member; and

• (b) the appointment does not specify the way the proxy is to vote on this Resolution.

• However, the above prohibition does not apply if:

• (c) the proxy is the Chair of the Meeting; and

• (d) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

5. RESOLUTION 5 – APPROVAL FOR THE ISSUE OF OPTIONS TO DR TIMOTHY JOHN SUGDEN

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue 10,000,000 Options to Dr Timothy John Sugden (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

ASX Voting Exclusion : The Company will disregard any votes cast on this Resolution by Dr Timothy John Sugden (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.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a) the proxy is either:

• (i) a member of the Key Management Personnel; or

• (ii) a Closely Related Party of such a member; and

• (b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

• (c) the proxy is the Chair of the Meeting; and

• (d) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

6. RESOLUTION 6 – APPROVAL FOR THE ISSUE OF OPTIONS TO DR ALLAN TRENCH

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue 3,000,000 Options to Dr Allan Trench (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

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ASX Voting Exclusion : The Company will disregard any votes cast on this Resolution by Dr Allan Trench (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.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:

• (i) a member of the Key Management Personnel; or

• (ii) a Closely Related Party of such a member; and

• (b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

• (c) the proxy is the Chair of the Meeting; and

• (d) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

7. RESOLUTION 7 – RATIFICATION OF PREVIOUS PLACEMENT - SHARES

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 7.4 and for all other purposes, Shareholders ratify the issue and allotment of 98,275,311 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes on this Resolution by a person who participated in the issue and any of their 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 direction 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 OF THE VENTUREX RESOURCES LIMITED PERFORMANCE RIGHTS PLAN

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 7.2 (Exception 9(b)), approval is given for the Company to establish and maintain a performance rights plan known as the “Venturex Resources Limited Performance Rights Plan” ( Performance Rights Plan ) on the terms summarised in the Explanatory Statement and the grant of Performance Rights from time to time under the Performance Rights Plan as an exception to Listing Rule 7.1.”

Voting Exclusion : The Company will disregard any votes on this Resolution by a Director (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) and any associate 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 direction 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.

DATED: 25 OCTOBER 2011

BY ORDER OF THE BOARD

LIZA CARPENE Company Secretary

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EX P LANATORY STATEMEN T

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 1.00pm (WST) on 29 November 2011 at The George, 216 St Georges Terrace, Perth, Western Australia

The 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 2011 together with the declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor’s Report.

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’s annual financial report online at www.venturexresources.com.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

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.

Under recent changes to the Corporations Act which came into effect on 1 July 2011, if at least 25% of the votes cast on Resolution 1 are voted against adoption of the Remuneration Report at the Annual General Meeting, and then again at the Company's 2012 annual general meeting, the Company will be required to put to Shareholders a resolution proposing the calling of an [extraordinary] general meeting to consider the appointment of directors of the Company ( Spill Resolution ).

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the [extraordinary] general meeting ( Spill Meeting ) within 90 days of the Company's 2012 annual general meeting. All of the Directors who were in office when the Company's 2012 Directors' report was approved, other than the managing director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for reelection at the Spill Meeting. Following the Spill Meeting those persons whose election or reelection as Directors is approved will be the Directors of 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 2011.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting.

2.2 Proxy Restrictions

Pursuant to the Corporations Act, if you elect to appoint the Chair, or another member of Key Management Personnel whose remuneration details are included in the Remuneration Report or any Closely Related Party of that member as your proxy to vote on this Resolution 1, you must direct the proxy how they are to vote. Where you do not direct the Chair, or another member of Key Management Personnel whose remuneration details are included in the Remuneration Report or Closely Related Party of that member on how to vote on this Resolution 1, the proxy is prevented by the Corporations Act from exercising your vote and your vote will not be counted in relation to this Resolution 1.

2.3 Definitions

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

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Closely Related Party of a member of the Key Management Personnel means:

(a) a spouse or child of the member; (b) a child of the member’s spouse; (c) a dependent of the member or the member’s spouse;

(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

(e) a company the member controls; or

(f) a person prescribed by the Corporations Regulations 2001 (Cth).

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2011.

3. RESOLUTION 2 – RE-ELECTION OF JOHN STEPHEN NITSCHKE 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 John Stephen Nitschke was appointed as a Director of the Company on 30 August 2011 and being eligible seeks re-election.

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

Clause 22.1 of the Constitution requires that one third (or the number nearest one-third) of the 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 without submitting himself or herself for re-election.

The Directors to retire at an annual general meeting are those who have been the longest in office since their last election or appointment, but, as between persons who became Directors on the same day, those to retire shall, in default of agreement between them, be determined by drawing lots.

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

The Company currently has 5 Directors and accordingly 1 must retire.

Mr Anthony Miles Reilly, being the Director longest in office since his last re-election, retires by rotation and seeks re-election.

5. RESOLUTIONS 4 – APPROVAL FOR THE ISSUE OF OPTIONS TO MR JOHN STEPHEN NITSCHKE

5.1 General

The Company has agreed, subject to the passing of Resolution 2 and obtaining Shareholder approval, to allot and issue 3,000,000 Options to Mr John Stephen Nitschke (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.

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The grant of the Options to the Related Party requires the Company to obtain Shareholder approval because the grant of Options constitutes giving a financial benefit and as a Director, Mr John Stephen Nitschke is a related party of the Company, unless the financial benefit falls within an exception set out in sections 210 to 216 of the Corporates Act.

It is the view of the Board that the issue of the Options constitutes reasonable remuneration in accordance with section 211 of the Corporations Act. Accordingly, Shareholder approval is not sought for the grant of the Options to Mr John Stephen Nitschke under Chapter 2E of the Corporations Act. However, the Board believes that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought pursuant to ASX Listing Rule 10.11 only.

5.2 Shareholder Approval (Listing Rule 10.11)

Pursuant to and in accordance with the requirements of ASX Listing Rule 10.13, the following information is provided in relation to the proposed grant of Options:

• (a) the Options will be issued to Mr John Stephen Nitschke, who is a related party of the Company by virtue of being a Director of the Company;

• (b) the maximum number of Options (being the nature of the financial benefit being provided) to be granted to the Related Party is 3,000,000 Options;

• (c) the 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 Options will be issued on one date;

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

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

No. of Options	Vesting Date	Exercise Price	Expiry Date
3,000,000	40% 12 months from date of issue. 60% 24 months from date of issue.	50% premium to the VWAP of Shares in the last five trading days on which there were sales prior to the date of issue, with a minimum floor exercise price of 15 cents per Option.	Three years from date of issue.

(f) the value of the Options 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:

below:
Related Party	Shares	Options
John Stephen Nitschke	Nil	Nil

(h) the remuneration and emoluments from the Company to the Related Party for the previous financial year and the proposed remuneration and emoluments for the current financial year are set out below:

Related Party	Current Financial Year	Previous Financial Year
John Stephen Nitschke	$40,000	Nil*

*Mr Nitschke was appointed as a Director on 30 August 2011.

(i) if the Options granted to the Related Party are exercised, a total of 3,000,000 Shares would be allotted and issued. This will increase the number of Shares on issue from 1,087,242,726 to 1,090,242,726 (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:

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Related Party	Issued Shares as at the date of this Notice of Meeting	Options to be issued pursuant to Resolution 4	Issued Shares upon exercise of all Options issued pursuant to Resolution 4	Dilutionary effect upon exercise of Options issued pursuant to Resolution 4
John Stephen Nitschke	1,087,242,726	3,000,000	1,090,242,726	0.0028%

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

• (j) any funds raised through the exercise of the 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	$0.165	25 January 2011
Lowest	$0.065	4 October 2011
Last	$0.080	24 October 2011

(l) the primary purpose of the grant of Options to Mr John Stephen Nitschke is to provide cost effective consideration for his 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 Options upon the terms proposed;

• (m) the Board acknowledges the grant of Options to Mr John Stephen Nitschke is contrary to Recommendation 8.2 of the ASX Corporate Governance Principles and Recommendations. However, the Board considers the grant of Options to Mr John Stephen Nitschke reasonable in the circumstances, given the necessity to attract the highest calibre of professionals to the Company, whilst maintaining the Company’s cash reserves.

• (n) Mr John Stephen Nitschke declines to make a recommendation to Shareholders in relation to Resolution 4 due to his material personal interest in the outcome of the Resolution;

• (o) Mr Anthony Kiernan recommends that Shareholders vote in favour of Resolution 4 for the following reason:

• (i) the grant of Options to the Related Party will align the interests of the Related Parties with those of Shareholders;

• (ii) the grant of the Options is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the Related Party; and

• (iii) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in granting the Options upon the terms proposed;

• (p) Mr Anthony Reilly recommends that Shareholders vote in favour of Resolution 4 for the reasons set out in subparagraphs (o)(i) to (o)(iii);

• (q) Dr Timothy John Sugden recommends that Shareholders vote in favour of Resolution 4 for the reasons set out in subparagraphs (o)(i) to (o)(iii); and

• (r) Dr Allan Trench recommends that Shareholders vote in favour of Resolution 4 for the reasons set out in subparagraphs (o)(i) to (o)(iii).

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Options to the Related Parties as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the

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issue of 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.

6. RESOLUTIONS 5 AND 6 – APPROVAL OF OPTIONS TO DRS TIMOTHY JOHN SUGDEN AND ALLAN TRENCH

6.1 General

The Company has agreed to allot and issue 10,000,000 Options to Dr Timothy John Sugden (or his nominee) ( Related Party ) and 3,000,000 Options to Dr Allan Trench (or his nominee) ( Related Party ) on the terms and conditions set out below:

A summary of Chapter 2E of the Corporations Act and Listing Rule 10.11 is set out above in Section 5.1.

The grant of the Options to the Related Parties requires the Company to obtain Shareholder approval because the grant of Options constitutes giving a financial benefit and as Directors, Drs Timothy John Sugden and Allan Trench are related parties of the Company, unless the financial benefit falls within an exception set out in sections 210 to 216 of the Corporates Act

It is the view of the Board that the issue of the Options constitutes reasonable remuneration in accordance with section 211 of the Corporations Act. Accordingly, Shareholder approval is not sought for the grant of the Options to Drs Timothy John Sugden and Allan Trench under Chapter 2E of the Corporations Act. However, the Board believes that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought pursuant to ASX Listing Rule 10.11 only.

6.2 Shareholder Approval (Listing Rule 10.11)

Pursuant to and in accordance with the requirements of ASX Listing Rule 10.13, the following information is provided in relation to the proposed grant of Options:

• (a) the Options will be issued to Drs Timothy John Sugden and Allan Trench, who are related parties of the Company by virtue of being Directors of the Company;

• (b) the maximum number of Options (being the nature of the financial benefit being provided) to be granted to the Related Parties is 10,000,000 and 3,000,000 Options respectively;

• (c) the Options will be granted to the Related Parties 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 Options will be issued on one date;

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

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

Party	No. of Options	Vesting Date	Exercise Price	Expiry Date
Timothy John Sugden	10,000,000	40% 12 months from date of issue. 60% 24 months from date of issue.	50% premium to the VWAP of Shares in the last five trading days on which there were sales prior to the date of issue, with a minimum floor exercise price of 15 cents per Option.	Three years from date of issue.

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Party	No. of Options	Vesting Date	Exercise Price	Expiry Date
Allan Trench	3,000,000	40% 12 months from date of issue. 60% 24 months from date of issue.	50% premium to the VWAP of Shares in the last five trading days on which there were sales prior to the date of issue, with a minimum floor exercise price of 15 cents per Option.	Three years from date of issue.

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

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

below:
Related Party	Shares	Options*
Timothy John Sugden	40,000,000	10,000,000 (expiring 12/1/12)*
Allan Trench	3,710,000	3,000,000 (expiring 12/1/12)*

* Refer Clauses (d) and (p) in Schedule 1 – Terms and Conditions of Options – Resolutions 4, 5 & 6 (page 16)

(h) the remuneration and emoluments from the Company to the Related Parties for the previous financial year and the proposed remuneration and emoluments for the current financial year are set out below:

Related Party	Current Financial Year	Previous Financial Year
Timothy John Sugden	$381,5001	$306,2272
Allan Trench	$50,000	$40,000

Notes:

• 1 Includes cash and superannuation only.

2 Includes cash, superannuation and a cash bonus of $5,942.

(i) if the Options granted to the Related Parties are exercised, a total of 13,000,000 Shares would be allotted and issued. This will increase the number of Shares on issue from 1,087,242,726 to 1,100,242,726 (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:

Related Party	Issued Shares as at the date of this Notice of Meeting	Options to be issued pursuant to Resolutions 5 & 6	Issued Shares upon exercise of Options issued pursuant to Resolutions 5 & 6	Dilutionary effect upon exercise of Options issued pursuant to Resolutions 5 & 6
Timothy John Sugden	1,087,242,726	10,000,000	1,097,242,726	0.0091%
Allan Trench	1,087,242,726	3,000,000	1,090,242,726	0.0028%
TOTAL		13,000,000	1,100,242,726	0.0119%

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

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(j) any funds raised through the exercise of the 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	$0.165	25 January 2011
Lowest	$0.065	4 October 2011
Last	$0.080	24 October 2011

• (l) the primary purpose of the grant of Options to Drs Timothy John Sugden and Allan Trench is to provide cost effective consideration for their ongoing commitment and contribution to the Company in their roles as Directors. The Board does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Options upon the terms proposed;

• (m) the Board acknowledges the grant of Options to Dr Allan Trench is contrary to Recommendation 8.2 of the ASX Corporate Governance Principles and Recommendations. However, the Board considers the grant of Options to Dr Allan Trench reasonable in the circumstances, given the necessity to attract the highest calibre of professionals to the Company, whilst maintaining the Company’s cash reserves.

• (n) Dr Timothy John Sugden declines to make a recommendation to Shareholders in relation to Resolution 5 due to his material personal interest in the outcome of the Resolution.

• (o) Mr Anthony Kiernan recommends that Shareholders vote in favour of Resolution 5 for the following reason:

• (i) the grant of Options to the Related Party will align the interests of the Related Parties with those of Shareholders;

• (ii) the grant of the Options is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the Related Party; and

• (iii) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in granting the Options upon the terms proposed;

• (p) Mr Anthony Reilly recommends that Shareholders vote in favour of Resolution 5 for the reasons set out in subparagraphs (o)(i) to (o)(iii);

• (q) Mr John Nitschke recommends that Shareholders vote in favour of Resolution 5 for the reasons set out in subparagraphs (o)(i) to (o)(iii);

• (r) Dr Allan Trench recommends that Shareholders vote in favour of Resolution 5 for the reasons set out in subparagraphs (o)(i) to (o)(iii);

• (s) Dr Allan Trench declines to make a recommendation to Shareholders in relation to Resolution 6 due to his material personal interest in the outcome of the Resolution;

• (t) Mr Anthony Kiernan recommends that Shareholders vote in favour of Resolution 6 for the reasons set out in subparagraphs (o)(i) to (o)(iii):

• (u) Mr Anthony Reilly recommends that Shareholders vote in favour of Resolution 6 for the reasons set out in subparagraphs (o)(i) to (o)(iii);

• (v) Mr John Nitschke recommends that Shareholders vote in favour of Resolution 6 for the reasons set out in subparagraphs (o)(i) to (o)(iii); and

• (w) Dr Timothy John Sugden recommends that Shareholders vote in favour of Resolution 6 for the reasons set out in subparagraphs (o)(i) to (o)(iii).

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Options to the Related Parties as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the

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issue of Options to the Related Parties will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

7. RESOLUTION 7 – RATIFICATION OF PRIOR PLACEMENT - SHARES 7.1 General On 1 February 2011, the Company completed a placement to institutional and sophisticated investors ( Subscribers ) of 98,275,311 Shares. The Subscribers pursuant to the placement were not related parties of the Company. Resolution 7 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Share Ratification ). By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval. 7.2 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. ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Share Ratification:

• (a) 98,275,311 Shares were issued and allotted; (b) the Shares were issued at a price of $0.09 per Share; (c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Shares were allotted and issued to 73 private institutional and sophisticated investors who are clients of Argonaut Capital Limited, all of whom qualify as sophisticated investors as that term is defined in the Corporations Act and all of whom therefore fall within one of the exclusions for the requirement for the Shares to be issued under a disclosure document. None of the parties at the time of the issues was a related party to the Company; and

• (e) as announced to ASX on 21 January 2011, the funds raised from the issue of the Shares will be used toward acquisition of the Panorama Copper-Zinc Project (now referred to as the Sulphur Springs Project) from CBH Resources Limited and to provide general working capital to fast track the definitive feasibility study of the combined projects (now referred to as the Pilbara VMS Copper-Zinc Project).

8. RESOLUTION 8 – APPROVAL OF THE VENTUREX RESOURCES LIMITED PERFORMANCE RIGHTS PLAN

8.1 Background

Resolution 8 seeks Shareholder approval for the establishment of the Venturex Resources Limited Performance Plan, and the grant in future of Performance Rights to employees, including executives, Directors and contractors ( Employees ) under that Plan.

On 24 October 2011, the Board adopted the Performance Rights Plan to allow the Directors and employees to be granted performance rights to acquire Shares in the Company ( Performance Rights ).

The Performance Rights Plan is a long term incentive plan aimed at creating a stronger link between Employee performance and reward and increasing Shareholder value by enabling

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Employees to have a greater involvement with, and share in the future growth and profitability of, the Company.

The Performance Rights Plan provides for the issuance of performance share rights which, upon a determination by the Board that the performance conditions attached to the Performance Rights have been met, will result in the issue of one Share in the Company for each Performance Right.

The Performance Rights Plan will be used as part of the remuneration planning for executive Directors and employees. The Corporate Governance Council Guidelines recommend that executive remuneration packages involve a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the company’s circumstances and goals.

The Performance Rights Plan will also be used as part of the remuneration planning for nonexecutive Directors. Although this is not in accordance with the recommendations contained in the Corporate Governance Council Guidelines, the Company considers that it is appropriate for non-executive Directors to participate in the Performance Rights Plan given the current size and resources of the Company, and the need to rely on the key core skill sets and specific experience and input of individual non-executive Directors during the Company’s future growth strategy.

The issue of Performance Rights to Directors will require an additional Shareholder approval under the Listing Rules.

8.2

ASX Listing Rule 7.1

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.

One of the exceptions to ASX Listing Rule 7.1 is Listing Rule 7.2 – Exception 9, which provides that ASX Listing Rule 7.1 does not apply to an issue under an employee incentive scheme if, within the three (3) years before the date of issue, Shareholders have approved the issue as an exception to ASX Listing Rule 7.1.

The effect of Resolution 8 will be to allow the Directors to grant Performance Rights to Employees of the Company pursuant to the Performance Rights Plan during the period of three (3) years after the Meeting (or a longer period, if allowed by the ASX), and to issue Shares to those Employees if they achieve the performance and vesting conditions of the Performance Rights, without using the Company’s 15% annual placement capacity.

In the case of a Director, no Performance Rights may be issued to a Director without separate Shareholder approval pursuant to ASX Listing Rule 10.14.

8.3 Information Required by the ASX Listing Rules – Terms of the Performance Rights Plan

A summary of the Terms of the Performance Rights Plan is provided at Schedule 3 to this Explanatory Statement. A copy of the Performance Rights Plan will be made available to any Shareholder on request.

No Performance Rights have been issued under the Performance Rights Plan as at the date of the Explanatory Statement. The Company has previously established an Employee Incentive Option Plan which will operate in conjunction with the proposed Performance Rights Plan.

8.4 Reasons for the Performance Rights Plan

The Performance Rights Plan is a long term incentive plan aimed at creating a stronger link between Employee performance and reward and increasing Shareholder value by enabling Employees to have a greater involvement with, and share in the future growth and profitability of, the Company.

To achieve its corporate objectives, the Company needs to attract and retain its key staff. The Board believes that implementation of the Performance Rights Plan will:

• (a) enable the Company to recruit and retain Employees of the calibre needed to achieve the Company’s business objectives;

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• (b) link the reward of key staff with the achievement of the Company’s business objectives;

• (c) motivate Directors and generate loyalty from senior employees;

• (d) enable the Company to reward Employees for their past performance;

• (e) align the financial interest of participants in the Performance Rights Plan with those of Shareholders; and

• (f) provide long term incentives for participation in the Company’s future growth.

9. ENQUIRIES

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

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GLOSSARY

$ means Australian dollars.

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

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules or 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).

Directors means the current directors of the Company.

Employee means an employee, executive, Director or contractor of the Company.

Explanatory Statement means the explanatory statement accompanying 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.

Performance Right means a performance right granted pursuant to Resolution 8 with the terms and conditions set out in Schedule 3.

Related Party means Mr John Stephen Nitschke, Dr Timothy John Sugden or Dr Allan Trench, as the context requires.

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.

Venturex Resources Limited Performance Rights Plan or Performance Rights Plan means the performance rights plan that the Company seeks to adopt, pursuant to Resolution 8 and which is summarised in Schedule 3.

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

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SCH EDULE 1 – TERMS AND CONDITIONS OF OP TIONS – RESOLUTIONS 4 , 5 & 6

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

• (a) Each Option entitles the Optionholder 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 to be issued to Mr John Stephen Nitschke pursuant to Resolution 4 will vest on the following basis:

• (i) 40% 12 months from date of issue; and

• (ii) 60% 24 months from date of issue.

• (d) Subject to clause (p), the Options to be issued to Drs Timothy John Sugden and Allan Trench pursuant to Resolutions 5 and 6 respectively will vest on the following basis:

• (i) 40% 12 months from date of issue; and

• (ii) 60% 24 months from date of issue.

• (e) Each Share allotted on exercise of an Option shall be issued at the exercise price of a 50% premium to the VWAP of the Company’s Shares in the last five trading days on which there were sales prior to the date of issue, with a minimum floor exercise price of 15 cents per Option.

• (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 nontransferrable.

• (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 Optionholder 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 Optionholder under the balance of the Options held by him or her as appropriate.

• (j) Company shall allot the resultant Shares and deliver notification of shareholdings 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 Optionholder will be permitted to participate in any new pro-rata issue of securities of the Company subject to the prior exercise of the Options, in which case the Optionholder 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 Optionholder 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.

• (p) If a company ( Acquiring Company ) obtains control of the Company as a result of:

• (i) a takeover bid; or

• (ii) a proposed scheme of arrangement between the Company and its shareholders,

before the Options already held by Drs Timothy John Sugden and Allan Trench (at the date of the Company’s 2011 Annual General Meeting, as set out in Section 6.2(g) of the Explanatory Statement) ( Current Options ) have expired, the Options sought to be issued pursuant to Resolutions 5 and 6 will not vest until the Current Options have expired.

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SCH EDULE 2 – VALUATION OF OP TIONS – RESOLUTION S 4 , 5 & 6

The Options to be issued to the Related Parties pursuant to Resolutions 4, 5 and 6 have been valued by internal management.

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

Resolution 4 – Options to be issued to Mr John Stephen Nitschke

Assumptions:
Valuationdate	24October 2011	24October 2011
Marketprice ofShares	$0.08	$0.08
Exercise price	$0.15	$0.15
Expiry date	28November 2014	28November 2014
Life ofOptions (Months)	36	36
Risk freeinterest rate	6.25%	6.25%
Volatility	89%	89%
Black-ScholesValuationperOption	$0.0368163	$0.0368163
Discount forunlisted status	5%	5%
Discount for vesting conditions	5%	5%
Indicatedvalue perOption	$0.0331347	$0.0331347
Number of Options to be issued pursuant to Resolution 4 **TOTAL VALUE **	1,200,000 $39,761.58	1,800,000 $59,642.38

Resolution 5 – Options to be issued to Dr Timothy John Sugden

Assumptions:
Valuationdate	24October 2011	24October 2011
Marketprice ofShares	$0.08	$0.08
Exercise price	$0.15	$0.15
Expiry date	28November 2014	28November 2014
Life ofOptions(Months)	36	36
Risk freeinterest rate	6.25%	6.25%
Volatility	89%	89%
Black-ScholesValuationperOption	$0.0368163	$0.0368163
Discount forunlisted status	5%	5%
Discount for vesting conditions	5%	5%
Indicatedvalue perOption	$0.0331347	$0.0331347
Number of Options to be issued pursuant to Resolution 5 **TOTAL VALUE **	4,000,000 $132,538.61	6,000,000 $198,807.92

Resolution 6 – Options to be issued to Dr Allan Trench

Assumptions:
Valuationdate	24October 2011	24October 2011
Marketprice ofShares	$0.08	$0.08
Exercise price	$0.15	$0.15
Expiry date	28November 2014	28November 2014
Life ofOptions (Months)	36	36
Risk freeinterest rate	6.25%	6.25%
Volatility	89%	89%
Black-ScholesValuationperOption	$0.0368163	$0.0368163
Discount forunlisted status	5%	5%
Discount for vesting conditions	5%	5%
Indicatedvalue perOption	$0.0331347	$0.0331347
Number of Options to be issued pursuant to Resolution 6 **TOTAL VALUE **	1,200,000 $39,761.58	1,800,000 $59,642.38

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

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SCH EDULE 3 – TERMS OF TH E P ERFORM ANCE RIGH TS P LAN

The Performance Rights entitle the holder ( Participant ) to Shares on the following terms and conditions:

• (a) Subject to the satisfaction of the vesting condition set out in paragraph (b) below, each Performance Right is a right to be issued with or transferred one (1) Share.

• (b) A Performance Right will vest in a Participant (and become capable of exercise in accordance) where:

• (i) the Vesting Conditions (if any) advised to the Participant by the Board are satisfied or waived by the Board; or

• (ii) the Performance Right vests as a result of a determination by the Board that all or a specified number of a Participant’s unvested Performance Rights will vest in one of the following circumstances:

  • (A) the Participant dies;

  • (B) the Participant ceases to be employed by a Group Company by reason of Retirement, Redundancy, or Total and Permanent Disability;

  • (C) the Company passes a resolution for voluntary winding up or an order is made for the compulsory winding up of the Company; or

  • (D) upon a takeover bid becoming or being declared to be unconditional, the occurrence of a change of control event, or upon approval of a merger by way of a scheme of arrangement.

• (c) The Performance Rights will expire at 5.00 pm (WST) on that date which is five (5) years after the date of issue of the Performance Rights ( Expiry Date ). Any Performance Right not vested before the Expiry Date shall automatically lapse on the Expiry Date and the holder shall have no entitlement to Shares pursuant to those Performance Rights.

• (d) The Performance Rights will be issued for nil cash consideration and no consideration will be payable upon the vesting of the Performance Rights on the satisfaction of the Vesting Conditions.

• (e) The Company will not apply for quotation of the Performance Rights on ASX. However, the Company will apply for quotation of all Shares allotted pursuant to the vesting of Performance Rights on ASX within a reasonable time after the date of allotment of those Shares.

(f) All Shares allotted upon the vesting of Performance Rights will upon allotment rank equally in all respects with other Shares.

• (g) A Performance Right granted under the Plan is only transferable:

• (i) with the consent of the Board; or

• (ii) by force of law upon death to the Participant’s legal personal representative or upon bankruptcy to the Participant’s trustee in bankruptcy.

(h) The unvested Performance Rights will vest if a company ( Acquiring Company ) obtains control of the Company as a result of:

• (i) a Takeover Bid; or

• (ii) a proposed scheme of arrangement between the Company and its shareholders,

and both the Company and the Acquiring Company agree, a Participant may, in respect of any vested and exercised Performance Rights, be provided with shares of the Acquiring Company or its parent in lieu of Shares, on substantially the same terms and subject to substantially the same conditions as the Shares, but with appropriate adjustments to the number and kind of shares.

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PROXY FORM

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APPOINTMENT OF PROXY VENTUREX RESOURCES LIMITED ABN 28 122 180 205

ANNUAL GENERAL MEETING

I/We

of

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being a member of Venturex Resources Limited entitled to attend and vote at the Annual General Meeting, hereby

Appoint

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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 it, at the Annual General Meeting to be held at 1.00pm (AWST), on 29 November 2011 at The George, 216 St George’s Terrace, Perth, Western Australia, and at any adjournment thereof.

“Important for Resolution 1: If the Chair of the Meeting or any member of the Key Management Personnel of the Company whose remuneration details are included in the Remuneration Report or a Closely Related Party of that member is your proxy and you have not directed the proxy to vote on Resolution 1, the proxy will be prevented from casting your votes on Resolution 1. If the Chair, another member of the Key Management Personnel of the Company whose remuneration details are included in the Remuneration Report or Closely Related Party of that member is your proxy, in order for your votes to be counted on Resolution 1, you must direct your proxy how to vote on Resolution 1.”

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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 Resolutions 4 to 8 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 Resolutions 4 to 8 and that votes cast by the Chair of the Annual General Meeting for Resolutions 4 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 Resolutions 4 to 8 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 4 to 8.

If no directions are given, the Chair will vote in favour of all the Resolutions in which the Chair is entitled to vote undirected proxies.

OR

Voting on Business of the Annual General Meeting

Voting on Business of the Annual General Meeting
	FOR			AGAINST ABSTAIN
Resolution 1 – Adoption of Remuneration Report
Resolution 2 – Re-Election of John Stephen Nitschke as a Director
Resolution 3 – Re-Election of Anthony Miles Reilly as a Director
Resolution 4 – Approval for the Issue of Options to Mr John Stephen Nitschke
Resolution 5 – Approval for the Issue of Options to Dr Timothy John Sugden
Resolution 6 – Approval for the Issue of Options to Dr Allan Trench
Resolution 7 – Ratification of Previous Placement - Shares
Resolution 8 – Approval of the Venturex Resources Limited Performance Rights	Plan
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):	Date: ____
Individual or Member 1 Member 2	Member 3
Sole Director/Company Secretary Director	Director/Company Secretary
Contact Name: _____ 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.

1. ( 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) in person to Venturex Resources Limited, Suite 3, Level 1, 127 Cambridge Street, West Leederville WA 6007; or

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

• (c) facsimile to the Company on facsimile number (+61 8) 9463 7836; or

• (d) email to admin@venturexresources.com in pdf form,

so that it is received not later than 1.00pm (WST) on 27 November 2011.

Proxy Forms received later than this time will be invalid.