DEVELOP GLOBAL LIMITED — AGM Information 2016

Oct 16, 2016

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VENTUREX RESOURCES LIMITED ABN 28 122 180 205

NOTICE OF ANNUAL GENERAL MEETING

TIME: 10:00am (WST) DATE: Friday, 18 November 2016 PLACE: BDO 38 Station Street Subiaco 6008 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, Trevor Hart, on (+61 8) 6389 7400

CONTENTS

Notice of Annual General Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	5
Glossary	12
Schedule 1	13
Schedule 2	14
Proxy Form	Enclosed

IMPORTANT INFORMATIO N

TIME AND PLACE OF ME ETING AND HOW TO VOTE

Venue

The Annual General Meeting of the Shareholders of Venturex Resources Limited to which this Notice of Meeting relates will be held at 10:00am (WST) on 18 November 2016 at:

BDO 38 Station Street Subiaco 6008, 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.

In accordance with section 249L of the Corporations Act, members are advised that:

• each member has a right to appoint a proxy;

• the proxy need not be a member of the Company; and

• a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

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.

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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;

• 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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NOTICE OF ANNUAL GEN ERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Venturex Resources Limited will be held at 10:00am (WST) on Friday, 18 November 2016 at BDO, 38 Station Street, Subiaco, 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 4:00 pm (WST) on 16 November 2016.

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 2016 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 2016. ”

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 (the voter ) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

• (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

• (b) the voter is the Chair and the appointment of the Chair as proxy:

• (i) does not specify the way the proxy is to vote on this Resolution; and

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

2. RESOULTION 2 – RE-ELECTION OF DARREN STRALOW 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 13.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Darren Stralow, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

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3. RESOLUTION 3 – RATIFICATION OF PREVIOUS PLACEMENT – SHARES & OPTIONS

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 of 166,666,667 Shares and 83,333,342 Options 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

4. RESOLUTION 4 - ISSUE OF PERFORMANCE RIGHTS TO DIRECTOR – JOHN NITSCHKE

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

“That for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue up to that number of Performance Rights to John Nitschke (or his nominee) calculated using the formula, and on the terms and conditions, set out in the Explanatory Statement including meeting the various vesting conditions.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any Director, other than any Directors who are ineligible to participate in any employee incentive scheme in relation to the Company, and any associates of those Directors. The Company will disregard any votes cast on this Resolution by John Nitschke (or his nominee) 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 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:

• (a) the proxy is the Chair; and

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

DATED: 17 OCTOBER 2016

BY ORDER OF THE BOARD

TREVOR HART Company Secretary

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EXPLANATORY STATEMEN T

This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the Annual General Meeting to be held at 10:00 am (WST) on Friday, 18 November 2016 at BDO, 38 Station Street Subiaco, 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 2016 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 to Shareholders 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.

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 2016.

The Chair of the meeting must allow a reasonable opportunity for its Shareholders to ask questions about or make comments on the remuneration report at the Annual General Meeting.

2.2 Voting Consequences

A company is required to put to its Shareholders a resolution proposing the calling of another meeting of Shareholders to consider the appointment of directors of the Company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the Remuneration Report and at the first of those annual general meetings a Spill Resolution was not put to the vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene a Shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the Directors who were in office when the Directors' report (as included in the Company’s annual financial report for the previous financial year) 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 re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as Directors is approved will be the Directors of the Company.

2.3 Previous Voting Results

At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

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2.4 Proxy Voting Restrictions

Shareholders appointing a proxy for this Resolution should note the following:

Proxy	Directions Given	No Directions Given
Key Management Personnel1	Vote as directed	Unable to vote3
Chair2	Vote as directed	Able to vote at discretion of Proxy4
Other	Vote as directed	Able to vote at discretion of Proxy

Notes:

• 1 Refers to Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member.

• 2 Refers to the Chair (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report), or a Closely Related Party of such a member).

• 3 Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.

• 4 The Proxy Form notes it is the Chair’s intention to vote all undirected proxies in favour of all Resolutions.

3. RESOLUTION 2 – RE-ELECTION OF DARREN STRALOW AS A DIRECTOR

3.1 General

ASX Listing Rule 14.4 provides that, other than a managing director, a director of an entity must not hold office (without re-election) past the third AGM following the Director’s appointment or 3 years, whichever is the longer. However, where there is more than one managing director, only one is entitled not to be subject to re-election.

Clause 13.2 of the Constitution provides that:

• (a) at the Company's annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest onethird (rounded upwards in case of doubt), shall retire from office, 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;

• (b) the Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots;

• (c) a Director who retires by rotation under clause 13.2 of the Constitution is eligible for reelection; and

• (d) in determining the number of Directors to retire, no account is to be taken of:

• (i) a Director who only holds office until the next annual general meeting pursuant to clause 13.4 of the Constitution; and/ or

• (ii) a Managing Director,

each of whom are exempt from retirement by rotation. However, if more than one Managing Director has been appointed by the Directors, only one of them (nominated by the Directors) is entitled to be excluded from any determination of the number of Directors to retire and/or retirement by rotation.

The Company currently has 3 Directors (excluding the Managing Director) and accordingly 1 must retire.

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

3.2 Background and experience

Mr Stralow was first appointed as a Director on 1 July 2015. Mr Stralow is the General Manager - Business Development for Northern Star Resources Ltd, which is a substantial shareholder of the Company. Darren is a mining engineer with over 15 years’ experience in the resources industry. During his career, he has held various roles in both operations and

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corporate mining environments, focusing on operational effectiveness, mine management and business development. After starting his career in the WA goldfields, he has held senior roles with Intrepid Mines Limited and Northern Star Resources Limited.

3.3 Independence

The Board has considered Mr Stralow’s independence and considers that he is not an independent Director.

3.4 Recommendation

The Directors support the re-election of Mr Stralow and recommend that Shareholders vote in favour of Resolution 2.

4. RESOLUTION 3 – RATIFICATION OF PREVIOUS PLACEMENT – SHARES & OPTIONS

4.1 General

On 3 August 2016, the Company completed a strategic placement to sophisticated and professional investors ( Subscribers ) of 166,666,667 Placement and 83,333,342 free attaching Options ( Options ).

The Subscribers were not related parties of the Company.

Resolution 3 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Share Ratification ) and free attaching Options ( Option 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.

4.2 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.

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

• (i) 166,666,667 Shares were issued;

• (ii) the Shares were issued at a price of $0.006 per Share;

• (iii) 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;

• (iv) the Shares were issued to sophisticated and professional investors and at the time of the issue none of the Subscribers were related parties of the Company; and

• (v) the funds raised from the issue of the Shares will be used towards underwriting resource growth and exploration activities within Pilbara Copper-Zinc Projects and general working capital.

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

• (i) 83,333,342 Options were issued;

• (ii) the Options were issued at a nil value as they were issued free attaching with the Shares;

• (iii) 41,666,671 of the Options were issued on the terms and conditions set out in Schedule 1 expiring 3 August 2017 at an exercise price of 1.5 cents;

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• (iv) 41,666,671 of the Options were issued on the terms and conditions set out in Schedule 2 expiring 3 August 2018 at an exercise price of 3 cents;

• (v) the Options were issued to sophisticated and professional investors, none of whom are related parties to the Company; and

• (vi) the funds raised from the issue of the Shares will be used towards underwriting resource growth and exploration activities within Pilbara Copper-Zinc Projects and general working capital. No funds were raised from the issue of the Options as the Options were free attaching to the Shares for nil cash consideration.

5. RESOLUTION 4 – ISSUE OF PERFORMANCE RIGHTS TO DIRECTOR – JOHN NITSCHKE

5.1 General

John Nitschke was appointed Managing Director of the Company on 1 December 2015. In negotiating the package with Mr Nitschke, the Company was cognisant of the need to keep costs in check, resulting in emphasis being placed on incentives as a material part of the package with reasonably aggressive milestones and performance indicators.

The Company agreed, subject to obtaining Shareholder approval, that, John Nitschke, as part of his employment contract as Managing Director, will be entitled to an equity participation incentive of up to 50% of his base salary through the issue of Performance Rights ( Eligible Participant ) subject to meeting the performance milestones referred to in paragraph 5.3 below.

Chapter 2E of the Corporations Act requires that for a public company 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 10.14 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities under an employee incentive scheme to a Director of the entity, an associate of the Director, or a person whose relationship with the entity, Director or associate of the Director is, in ASX’s opinion, such that approval should be obtained.

The issue of the Performance Rights to the Eligible Participant (being Mr Nitschke) constitutes giving a financial benefit and, as a Director, the Eligible Participant is a related party of the Company.

The Directors consider however that Shareholder approval pursuant to Chapter 2E of the Corporations Act (as opposed to under the Listing Rules) is not required in respect of the issue of the Performance Rights because the agreement to grant the Performance Rights, reached as part of the remuneration package for the Eligible Participant, is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis. Shareholder approval is being sought under the Listing Rules.

5.2 Technical information required ASX Listing Rule 10.14

Pursuant to and in accordance with the requirements of ASX Listing Rule 10.14, the following information is provided in relation to the proposed issue of the Performance Rights to the Eligible Participant:

(a) The number of Performance Rights that John Nitschke will be invited to apply for under the plan will be determined in accordance with the following formula: P = Y x S VWAP (“ Issue Formula ”)

Where:

‘Y’ is the relevant percentage of the eligible employee’s fixed base salary payable for the applicable period which for Mr Nitschke is 50%;

‘P’ is the whole number of performance rights under the Plan for which the eligible employee will be invited to apply;

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‘S’ is the sum of the eligible employee’s fixed base salary payable for the applicable period which for Mr Nitschke is $275,000; and

‘VWAP’ is the 20 day volume weighted average price of ordinary Shares in the Company on the ASX at the date of the invitation to apply for Performance Rights is issued to Mr Nitschke.

In any case, the maximum number of Performance Rights that can be issued to John Nitschke under the Performance Rights Plan is 111,202,258 Performance Rights. The Board has resolved to limit the maximum number of Performance Rights to be issued to John Nitschke, to be not greater than 20,00,000 Performance Rights.

• (b) the Company intends to invite the Eligible Participant to apply for the number of Performance Rights determined by the above formula within 1 month from the date of the Meeting (and, in any case, no later than 12 months after the date of the Meeting) and the performance rights will be issued no later than 12 months after the date of the meeting;

• (c) subject to the Eligible Participant applying for the Performance Rights they will be issued for nil consideration;

• (d) Performance Rights have previously been issued to Mr Nitschke under the Plan adopted by Shareholders at the Annual General Meeting held 27 November 2015

• (i) 9,683,098 unlisted performance rights at $0.0054 on or before 1 December 2016; and

• (ii) 9,683,099 unlisted performance rights at $0.0072 on or before 1 December 2017.

• (e) all Directors are entitled to participate in the Plan;

• (f) details of any securities issued under the Plan will be published in each annual report of the Company relating to a period in which securities have been issued, and the report will state that approval for the issue of securities was obtained under ASX Listing Rule 10.14; and

• (g) any additional persons who become entitled to participate in the Plan after its adoption and who were not named in this Notice will not participate until approval is obtained under ASX Listing Rule 10.14.

Approval pursuant to ASX Listing Rule 7.1 is not required for the issue of Performance Rights as approval is being obtained under ASX Listing Rule 10.14. Accordingly, the issue of Performance Rights to John Nitschke (or his nominee) will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

Example - When applying the Issue Formula as at 7 October 2016 (and using 50% as Y, $137,500 as ‘S’, and a 2 0 day VWAP of 0.011c), Mr Nitschke would be entitled to be granted a maximum of 12,500,000 performance rights assuming 100% of all milestones and vesting conditions are achieved.

The dilutionary effect of issuing 100% of the Performance Rights and converting into shares will be 12,500,000 shares issues and result in a 0.48% dilution further examples of dilution are as follows:

	Pro Rata	Milestone	Rights Issued		Dilutionary **Effect **		50% Vested (1 Dec 2017)	50% Vested (1 Dec 2017)		50% Vested (1 Dec 2018)	50% Vested (1 Dec 2018)
Tranche 1	0%	TSR0	0		0%		0	0%		0	0%
	25%	TSR 25th	1,562,500		0.06%		781,250	0.03%		781,250	0.03%
	50%	TSR50th	3,125,000		0.12%		1,562,500	0.06%		1,562,500	0.06%
	75%	TSR75th	4,687,500		0.18%		2,343,750	0.09%		2,343,750	0.09%
	100%	TFR 100th	6,250,000		0.24%		3,125,000	0.12%		3,125,000	0.12%
			6,250,000		0.24%			0.24%
Tranche 2	50%		6,250,000		0.24%		3,125,000	0.24%		3,125,000	0.24%

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5.3 Terms of the Performance Rights

• (a) Performance Rights will vest upon achievement of the performance milestones set out in paragraph (b) and satisfaction of the service conditions set out in paragraph (c).

• (b) The Performance Rights will have the following performance milestones (each a Milestone ) attached to them for 2017:

• (i) A part of Tranche 1 of the Performance Rights will satisfy the performance milestone based on the relative rating of the Total Shareholder Return (TSR) for the Company against the TSR’s of a comparator group of junior resources companies to be determined by the Board in conjunction with an independent advisor.

The portion of the Performance Rights that satisfy this performance milestone will depend on the Company’s percentile ranking within the comparator group on the 30 November 2017 as follows;

Venturex Resources TSR rank	Portion of Performance rights vesting
TSR at or above 75thpercentile of peer group	100%
TSR between 25thand 75thpercentile of peer group	Pro-rata to 100%
TSR below 25thpercentile of peer group	Nil

• (ii) A part of Tranche 2 of the Performance Rights will satisfy the performance milestone on achievement of an agreed “material” transaction or event by 30 November 2017. For 2017 this material event will be a Board commitment to either develop a project from the Company’s Pilbara Copper Zinc projects through direct financing or joint venture, alternatively enter into a material transaction in relation to the project or a corporate or commercial transaction or event (with an event to including a substantial increase in the resource or reserves base of the Company), which in the reasonable opinion of the directors substantially or materially increases the value or prospects. The portion of the Performance Rights that satisfy this performance milestone will be either all, on achievement of the “material” event for 2017, or none.

• (c) The portion of the Performance Rights calculated to have met the performance milestones under 6.3 (b)(i)(ii) above will have the following service conditions (each , a Vesting Condition ) attached to them:

• (i) 50% will vest immediately (1 December 2017); and

• (ii) 50% will vest 12 months later (1 December 2018), provided that Mr Nitschke is still an employee of the Company or the Board otherwise exempts him from this condition under the conditions of the Performance Rights Plan.

• (d) Each Performance Right that vests can be converted to one share under the terms of the Performance rights Plan.

• (e) Upon:

• (i) a takeover bid under Chapter 6 of the Corporations Act having been made in respect of the Company and:

  • (A) having received acceptances for not less than 50.1% of the Company’s shares on issue; and

  • (B) been declared unconditional by the bidder; or

• (ii) a Court granting orders approving a compromise or arrangement for the purposes of or in connection with a scheme of arrangement for the reconstruction of the Company or its amalgamation with any other company or companies,

then, to the extent the Performance Rights have not vested due to satisfaction of the Vesting Condition (ie being in the employ 12 months after the milestones were met) but having met the appropriate milestone of performance indicators, the

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Performance Rights automatically vest. Performance Rights that are not vested and converted into Shares will continue to be held by the holder on the same terms and conditions.

• (f) The Performance Rights shall expire and lapse in the event that the Company determines and gives written notice to the holder of the Performance Rights (in the absence of manifest error) that the Milestone and Vesting Conditions have not been satisfied.

• (g) The Performance Rights will be issued for nil cash consideration and no consideration will be payable upon the vesting of the Performance Rights into Shares.

• (h) Immediately following the satisfaction of the relevant Milestone and Vesting Conditions the Company shall give written notice of that event to the holder of the Performance Rights that have vested and shall, unless otherwise directed by the holder, allot and issue the associated number of Shares within 10 Business Days (meaning 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) of the date of that notice.

• (i) The Company will not apply for quotation of the Performance Rights on ASX. However, the Company will apply for quotation of all Shares allotted and issued pursuant to the vesting of Performance Rights on ASX within 10 Business Days after the date of allotment and issue of those Shares and in any event, in compliance with the ASX Listing Rules.

• (j) All Shares allotted and issued upon the vesting of Performance Rights will upon allotment and issue rank pari passu in all respects with other Shares.

• (k) The Performance Rights are not transferable.

• (l) In the event of any reorganisation (including consolidation, subdivision, reduction or return) of the issued capital of the Company, the terms of the Performance Rights will be adjusted in the manner determined by the Board to ensure that no advantage or disadvantage accrues to the holder as a result of such corporate actions and in any event in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.

• (m) Subject to paragraph (l), there are no participating rights or entitlements inherent in the Performance Rights and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Performance Rights unless the relevant Milestone and Vesting Conditions have been satisfied and the relevant Shares have been issued prior to the record date for determining entitlements. However, the Company will give notice to the holders of any new issues of capital prior to the record date for determining entitlements.

• (n) A Performance Right does not confer the right to vote or receive dividends.

• (o) All other conditions of the Performance Rights Plan will apply.

6. ENQUIRIES

Shareholders may contact the Company Secretary, Trevor Hart on (+61 8) 6389 7400 or admin@venturexresources.com if they have any queries in respect of the matters set out in these documents.

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GLOSSARY

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

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) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

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.

Eligible Entity means an entity that, at the date of the relevant general meeting:

• (a) is not included in the S&P/ASX 300 Index; and

• (b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

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

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

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

Ordinary Securities has the meaning set out in the ASX Listing Rules.

Option means an option to acquire a Share.

Placement means this issue of shares placed to clients of Euroz Securities Limited

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Directors’ report section of the Company’s annual financial report for the year ended 30 June 2016.

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.

Variable A means “A” as set out in the calculation in section 6.2(c) of the Explanatory Statement.

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

12

Venturex Resources Limited

SCHEDULE 1

(a) Entitlement

One (1) Class A Option entitles the holder to subscribe for one (1) Share upon exercise of the Options.

(b) Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Option will be 1.5 cents ( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) 12 months from the date of issue ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

• (d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e) Notice of Exercise The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

• (g) Timing of issue of Shares on exercise

Within 15 Business Days after the Exercise Date, the Company will:

• (i) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• (iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

• (h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

• (i) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

• (j) Reconstruction of capital If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(k) Participation in new issues There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

• (l) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

• (m) Unquoted

The Company will not apply for quotation of the Options on ASX.

(n) Transferability The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

13

Venturex Resources Limited

SCHEDULE 2

• (a) Entitlement

• One (1) Class B Option entitles the holder to subscribe for one (1) Share upon exercise of the Options.

• (b) Exercise Price

• Subject to paragraph (j), the amount payable upon exercise of each Option will be 3 cents ( Exercise Price )

• (c) Expiry Date

• Each Option will expire at 5:00 pm (WST) 24 months from the date of issue ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

• (d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

• (e) Notice of Exercise The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

• (f) Exercise Date A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

• (g) Timing of issue of Shares on exercise

Within 15 Business Days after the Exercise Date, the Company will:

• (i) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• (iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

• (h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

• (i) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

• (j) Reconstruction of capital If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(k) Participation in new issues There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

• (l) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

• (m) Unquoted

The Company will not apply for quotation of the Options on ASX.

(n) Transferability The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

14

Venturex Resources Limited

PROXY FORM

APPOINTMENT OF PROXY VENTUREX RESOURCES LIMITED ABN 28 122 180 205

==> picture [139 x 46] intentionally omitted <==

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 10:00am (WST), on 18 November 2016 at BDO, 38 Station Street Subiaco Western Australia, and at any adjournment thereof.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS

Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1, 3 and 4, (except where I/we have indicated a different voting intention below) even though Resolutions 1, 3 and 4 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES

The Chair intends to vote undirected proxies in favour of all Resolutions. In exceptional circumstances the Chair may change his/her voting intention on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.

Voting on Business of the Annual General Meeting	FOR	AGAINST	ABSTAIN
Resolution 1 – Adoption of Remuneration Report
Resolution 2 – Re-election of Darren Stralow as a Director
Resolution 3 – Ratification of Previous Placement – Shares and Options
Resolution 4 – Issue of Performance Rights to Director – John Nitschke

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 be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is ___%

Signature of Shareholder(s): Individual or Shareholder 1 Sole Director/Company Secretary	Shareholder 2 Director	Date: ______ Shareholder 3
		Director/Company Secretary

Contact Ph (daytime): _____

Contact Name: ________

VENTUREX RESOURCES LIMITED ABN 28 122 180 205

I ns tr u cti o ns fo r C om p l et in g ‘ A p po in tm e n t o f Pr o xy ’ F orm

1. ( Appointing a proxy ): A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote on their behalf at the Meeting. If a Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and vote on their behalf at the Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the proportion or number of the Shareholder’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a Shareholder.

2.

( Direction to vote ): A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the proportion or number of votes that the proxy may exercise by writing the percentage or number of Shares next to the box marked for the relevant item of business. Where a box is not marked the proxy may vote as they choose subject to the relevant laws. 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 Shareholder must sign.

• ( Joint holding ): Where the holding is in more than one name, all of the Shareholders should 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 Proxy 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. In addition, if a representative of a company is appointed pursuant to Section 250D of the Corporations Act to attend the Meeting, the documentation evidencing such appointment should be produced prior to admission to the Meeting. A form of a certificate evidencing the appointment may be obtained from the Company.

4.

( Attending the Meeting ): Completion of a Proxy Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the 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, Level 2, 91 Havelock Street, West Perth WA 6005; or

• (b) post to Venturex Resources Limited, c/- PO Box 585, West Perth WA 6872; 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 less than 48 hours prior to commencement of the Meeting.

Proxy Forms received later than this time will be invalid.