DEVELOP GLOBAL LIMITED — Annual Report 2016

Oct 16, 2016

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2016 ANNUAL REPORT

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CORPORATE DIRECTORY
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TABLE OF CONTENTS

Chairman’s Report .......................................................................................................................................1 Review of Operations ..................................................................................................................................3 Mineral Resources and Ore Reserves Statement .......................................................................................... 10 Schedule of Tenement Interests ................................................................................................................... 12 Directors’ Report ....................................................................................................................................... 13 Auditor’s Independence Declaration ........................................................................................................... 21 Consolidated Statement of Profit or Loss and Other Comprehensive Income for the Year Ended 30 June 2016 ..22 Consolidated Statement of Financial Position as at 30 June 2016 .................................................................23 Consolidated Statement of Changes in Equity for the Year Ended 30 June 2016 ...........................................24 Consolidated Statement of Cash Flows for the Year Ended 30 June 2016 .....................................................25 Notes to the Financial Statements ...............................................................................................................26 Directors’ Declaration ................................................................................................................................45 Independent Audit Report ..........................................................................................................................46 Supplementary Information ........................................................................................................................48

CORPORATE DIRECTORY

Anthony Kiernan Non-Executive Chairman John Nitschke Managing Director Anthony Reilly Non-Executive Director Darren Stralow Non-Executive Director

COMPANY SECRETARY

Trevor Hart

REGISTERED OFFICE/ PRINCIPAL PLACE OF BUSINESS

Level 2

91 Havelock Street West Perth 6005 Western Australia Tel: (61 8) 6389 7400 Fax: (61 8) 9463 7836

QUOTED SECURITIES ASX Code: VXR Shares

AUDITORS

BDO Audit (WA) Pty. Ltd. 38 Station Street Subiaco 6008 Western Australia

SHARE REGISTRY

Advanced Share Registry 150 Stirling Highway Nedlands 6009 Western Australia Tel: (61 8) 9389 8033 Fax: (61 8) 9389 7871

ABN

28 122 180 205

WEBSITE

www.venturexresources.com

Cover (right to left): 1 Sulphur Springs Outcrop 2 Drilling at Sulphur Springs 3 SX-EW Plant Whim Creek 4 Drilling Rig – Salt Creek 5 Gossan Outcrop Sulphur Springs

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2016 ANNUAL REPORT
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CHAIRMAN’S REPORT
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Dear Shareholders

I am pleased to present Venturex’s 2016 Annual Report and to reflect on what has been a progressive and important year in the Company’s history.

Despite a generally difficult market for the junior resource sector, Venturex was able to achieve significant milestones towards its goal of developing a significant zinc and copper production centre in the Pilbara region of Western Australia.

The Company has an extensive and strategic Resource base spanning two projects in this premier mining jurisdiction – Sulphur Springs and Whim Creek.

We remain focused on unlocking the value of this substantial and valuable base metal inventory, containing some 900,000 tonnes of zinc and 300,000 tonnes of copper, to take advantage of what is widely expected to be a growing shortfall in the supply of zinc over the coming years.

Zinc has already been one of the best performing commodities of 2016, with the price up nearly 50 percent from its 2015 lows. This trend is expected to accelerate as the impact of major mine closures continues to be felt.

Venturex is well positioned to benefit from this scenario, particularly given the advanced nature of its key projects, the proximity of its Resources to infrastructure and the skills and capabilities of its technical team.

During the year, the Company secured significant funding to unlock the value of this vast zinc-copper resource inventory, thanks to the backing of key shareholders including Northern Star Resources and the introduction of new investors as part of a successful $5 million capital raising.

This funding allowed us to commence an important new drilling program at the Whim Creek Project in September, following a successful re-evaluation of the exploration potential of the project during the year.

The Whim Creek Project includes the Whim Creek, Mons Cupri, Evelyn and Salt Creek deposits, plus some 18,100 hectares of highly prospective tenements covering the Whim Creek Basin.

Venturex completed a Scoping Study on the Whim Creek Project in November 2010 prior to purchasing the Sulphur Springs project. This Scoping Study identified the potential for Whim Creek to produce 13,000 tonnes-a-year of copper equivalent metal in copper, zinc and lead concentrates for nine years.

Notwithstanding this attractive near-term development potential in a brownfields environment, underpinned by high quality Resources with significant exploration upside, the Whim Creek Project has had virtually no focused exploration attention in more than three decades.

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VENTUREX RESOURCES LIMITED
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CHAIRMAN’S REPORT
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Subject to the results of the recently commenced exploration program, we believe that the Whim Creek Project has excellent potential to become our second copper-zinc production hub in the Pilbara region, possibly ahead of the Sulphur Springs Project.

In that regard, the Company continued to progress permitting and predevelopment activities for Sulphur Springs during the year, with the objective of having a “shovel-ready” project which is well positioned to take advantage of the forecasted improvement in demand and prices for both copper and zinc in the near future.

The Sulphur Springs Project includes the Sulphur Springs and Kangaroo Caves deposits, as well as an exploration portfolio covering a 27km strike length of the Panorama trend, which is highly prospective for additional discoveries.

Venturex has continued to progress the ongoing value engineering of the 2013 Feasibility Study. This resulted in a potential low-risk copper-zinc project with attractive economics and a proposed low-CAPEX Stage 1 development based on a near-surface, high grade supergene copper zone.

The Company continued to receive cash-flow during the year from its net profit interest in a heap leach reprocessing venture with private operator, Blackrock Metals Pty Ltd at the Whim Creek Project. This agreement was extended until December 2018 following the successful refurbishment of an existing SX-EW treatment facility.

Under the new arrangement, Venturex’s share of net profit (NPI) has increased from 15% to 30% from 1 January 2016 and to 49% from 1 January 2017. The

In conclusion, I would like to thank all Venturex staff for their ongoing dedication and hard work under the leadership of our Managing Director, John Nitschke.

With a valuable Resource inventory, an improving market outlook, a strong investor base and a clear corporate strategy, Venturex is well placed to grow shareholder value over the coming year and beyond.

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TONY KIERNAN CHAIRMAN

30 September 2016

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2016 ANNUAL REPORT
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REVIEW OF OPERATIONS
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AUSTRALIA – PILBARA ZINC- COPPER
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PILBARA COPPER-ZINC PROJECTS

The Company’s long-term strategy is to develop its two advanced copper–zinc projects in the Pilbara region of Western Australia (Figure 1).

These Projects include the historic Whim Creek Project where copper from surface outcropping copper oxide ores has been mined since the 1860’s and the greenfield Sulphur Springs Project. Both Projects are located within a two hour drive of Port Hedland in Western Australia.

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Figure 1: Pilbara Copper-Zinc Project Location Plan

Sulphur Springs Project

The Sulphur Springs Copper-Zinc Project includes the Sulphur Springs and Kangaroo Caves deposits together with highly prospective tenements covering 27 km of the stratigraphy that contains the two existing deposits.

Development of Sulphur Springs will require the establishment of a new processing facility and associated infrastructure at Sulphur Springs. The Feasibility Study on the Project delivered in 2013 was based on construction of a 1.0 million tonne per annum (tpa) conventional flotation treatment plant at Sulphur Springs which is forecast to produce high grade copper and zinc concentrates containing an average payable metal production of 16,400tpa copper (Cu), 30,000tpa zinc (Zn) and 250,000ozs pa of silver (Ag) for at least 8.5 years. This mill would be fed by ore sourced from an underground mine at Kangaroo Caves and open pits at the Mons Cupri and Whim Creek deposits located at Whim Creek.

All of the necessary Federal, State Government and agency approvals for the development of the Sulphur Springs Copper-Zinc Project as an underground mine are in place.

The Company believes there is excellent exploration potential within the Company’s tenement portfolio for additional base metal discoveries and potentially additional future ore supply for the processing hub at Sulphur Springs.

Since the completion of the 2012 Feasibility Study, the Company has acquired the Kangaroo Caves deposit and there has been significant infrastructure development that has taken place within the Sulphur Springs Project area, including the development by Atlas Iron of the Abydos Haul Road on Miscellaneous Licences owned by Venturex. This road is within 8 km of the proposed plant site which has greatly improved access to this site. The agreement the Company has with Atlas allows Venturex to use the road after payment of a contribution and sharing of ongoing road maintenance costs.

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VENTUREX RESOURCES LIMITED
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REVIEW OF OPERATIONS
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During 2016, the Company has completed a Value Engineering exercise on the Project focusing on reducing pre-production and operating expenditure and improving the operability of the proposed Project. Key enhancements and opportunities identified by the Company include:

• Updated Resource models and estimates for the Sulphur Springs and Kangaroo Caves deposits

• A revised mine plan based on mining the top section of the Sulphur Springs Resource using an open pit and the use of a bulk mining method for the Resource below the open pit;

• Use of conventional tailings placement;

• Revised crushing grinding, flotation and thickening circuits;

• Revised infrastructure requirements;

• Bringing the Kangaroo Caves Deposit into the mining inventory; and

• The potential for a Low-Capex staged development of the project based on initial production from a near surface high grade Inferred Resource of supergene mineralisation.

The Value Engineering Study delivered a significant reduction in pre-production capital and operating costs with the improved recovery of Resource by the open pit and inclusion of Kangaroo Caves giving a life of 11 years.

PRODUCTION

Whim Creek Heap Leach Production

The Processing and Access Agreement with Blackrock Metals Pty Ltd (“Blackrock”) was successfully renegotiated during the year. The Company’s share of the net profit from the operation increased from 15% to 30% for calendar year 2016 and will increase to 49% in calendar years 2017 and 2018. Blackrock have implemented several measures to sustain production and potentially increase production of cathode copper including turning over the heaps on the leach pad to allow for better percolation of irrigation solutions, the installation of an ion exchange plant to reprocess waste sulphate material accumulating in the process ponds and relocating a number of low grade stockpiles around the site to the existing heaps.

During the year the operation produced a total of 991 tonnes of cathode copper, bringing the total production to 2,226 tonnes (Table 1) with Venturex’s net profit interest earning the Company a total of $783,000 in revenue for the 12 months bringing the total revenue to $1,096,000.

TOTAL PRODUCTION

TOTAL PRODUCTION	TOTAL PRODUCTION	TOTAL PRODUCTION	TOTAL PRODUCTION	TOTAL PRODUCTION	TOTAL PRODUCTION	TOTAL PRODUCTION	TOTAL PRODUCTION	TOTAL PRODUCTION
		30 Sept 2015 Qtr	31 Dec 2015 Qtr	31 Mar 2016 Qtr	30 June 2016 Qtr	YTD 2015-16	Project to date
	Tonnes produced	343	251	203	194	991	2,226
	NPI $	$212k	$71k	$250k	$250K	$783k	$1,096k

Table 1: Total Copper Cathode Production

It is not possible for the Company to predict with any certainty the total metal that will be recovered from the operation and therefore the revenue that will accrue to the Company. The revenue obtained to date has been a significant boost to the Company’s finances during a period when access to equity markets to raise funds was very limited.

EXPLORATION

The Company’s extensive tenement portfolio in the West Pilbara encompasses three significant geological regions that are highly prospective for volcanogenic massive sulphide (VMS) copper-zinc deposits. Venturex currently controls approximately 60 strike kilometres of prospective target geology across the Sulphur Springs, Whim Creek and Liberty-Indee Joint Venture Project areas.

The three key regions held by the Company with demonstrated potential and known VMS deposits are: Sulphur Springs (Sulphur Springs, Kangaroo Caves), Whim Creek (Whim Creek, Mons Cupri, Salt Creek) and Liberty-Indee (Evelyn). These deposits offer strong exploration opportunities with most systems still open ended. In addition, the surrounding areas contain many identified targets including areas where initial exploration has achieved widespread drilling intersections of moderate to high grade mineralisation at shallow depths that remain to be fully evaluated. This growing portfolio of exploration opportunities even includes areas with long exploration and mining histories such as the Whim Creek/Mons Cupri region, where exploration below a depth of 200 metres is limited.

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2016 ANNUAL REPORT
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REVIEW OF OPERATIONS
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Whim Creek Project

The brownfields Whim Creek Project is located 115 kilometres southwest of Port Hedland and the Company’s tenement holdings straddle the sealed North West Coastal Highway ( Figure 2 ).

The Project includes the Mons Cupri, Whim Creek, Salt Creek and Evelyn (Liberty-Indee Joint Venture VXR 70% earning 90%) VMS deposits as well as tenements covering the 18,000 ha of the highly prospective Whim Creek and Mallina VMS basins.

The Company believes that Whim Creek with its location and legacy infrastructure from the Straits Heap leach SXEW operation represents a good opportunity to develop a processing plant to treat sulphide mineralisation both cheaply and quickly.

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Figure 2: Whim Creek and Liberty Indee Location Plan Belt Overview

Following from last years work compiling historical exploration records, the Company completed a number of exploration programs focussing on the Mons Cupri Deposit which is the largest deposit within the Project. The work included detailed geological mapping of the open pit and immediate surrounds, petrophysical testwork on drill cores and the reprocessing of existing DHMMR geophysical surveys from holes previously drilled into the deposit. In addition, a detailed high powered induced polarisation (IP) survey was completed testing for extensions and / or repetitions of the Mons Cupri Deposit.

The detailed structural mapping has helped identify the primary and secondary controls for the high grade stringer style copper gold mineralisation and overlying high grade zinc mineralisation. The mapping also identified a new zone of sericite alteration within the host rocks and potential extensions that may indicate new areas VMS mineralisation.

Following the petrophysical test work that indicated that stringer sulphide has a strong conductivity signature, a 26.5 line km ground IP survey was undertaken around the Mons Cupri Deposit. This work generated multiple targets that are believed to be related to copper stringer style mineralisation.

Of particular interest are targets associated with possible extensions along the inferred strike of the structures controlling the high grade massive zinc and associated high grade stringer copper gold sulphides to the west and down plunge of both the Mons Cupri and Mons Cupri North West open pits (Drill targets 1and 2 in Figure 3 ).

And, a possible new VMS system 1km to the south of the Mons Cupri open pits. This anomaly has a chargeability anomaly over two lines close to the projected top of the Cistern Formation where high grade sulphide mineralisation occurs at Mons Cupri.

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VENTUREX RESOURCES LIMITED
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REVIEW OF OPERATIONS
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Figure 3: 3D Isometric of IP and Mons Cupri plan of targets

The Company is in the process of obtaining the necessary approvals to drill test these targets in the second half of calendar 2016.

The Company has commenced a review the Salt Creek Deposit focussing on the near surface high grade zinc shoots that have been intersected in previous drilling. The work to date has included reinterpretation of the drill sections, reprocessing of downhole geophysical data that has not been previously interpreted. The work completed to date has highlighted the deposit has a number of structural controls that effect the orientation and development of ore shoots that are not fully understood as well as generating a number of targets which the Company intends to drill test in the second half of 2016.

Sulphur Springs Project

The Sulphur Springs Project comprises the Sulphur Springs and Kangaroo Caves Zinc Copper deposits as well as a number of advanced targets ( Figure 4 ) located along a 27km corridor of prospective stratigraphy held by the Company.

During the year exploration work focused on completing detailed geological reviews of the Sulphur Springs Deposit that has led to remodelling of the existing resource and recalculation of the deposit resources.

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REVIEW OF OPERATIONS
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Figure 4: Sulphur Springs Geology and Tenements

The Sulphur Springs orebody is typical of Volcanogenic Massive Sulphide (VMS) deposits. These deposits typically occur as clusters and at multiple levels within the rock sequence of the basin they form in. The basins are usually formed as graben structures bounded by regional growth faults. The Company instigated a geological review of the deposit which comprised logging of drillcore, isopac mapping of rock units, petrophysical testing of selected drill cores of mineralised and barren rock as well as reprocessing of 1990’s era downhole TEM data. This has led to a greater level of understanding of the setting of the deposit and its potential to host additional base metal resources.

The work is summarised in long section Figure 5 . The review has identified previously mapped faults as potential graben bounding faults with the Sulphur Springs Deposit occurring adjacent to the eastern structure and the Bledisloe Prospect occurring adjacent to the western bounding fault.

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REVIEW OF OPERATIONS
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Figure 5: Sulphur Springs Deposit Long Section

Petrophysical test work combined with logging of the drill core indicates that shale units previously logged as graphitic shale do not have a conductivity signature and would not be responsible for many of the footwall conductors identified in the DHTEM surveys, and these conductors may be vectors to mineralisation not previously recognised. The reprocessing of the DHTEM data also identified a untested conductor adjacent to hole SSD044A that requires drill testing.

The re-evaluation of the deposit has highlighted scope to define additional mineralisation within the existing envelope as well as the potential for additional lenses of massive sulphide that may have been formed within the graben structure.

Resources

During the year the Company commissioned resource consultants Hardrock Mining Solutions Pty Ltd to reinterpret and recalculate the resource for the Sulphur Springs Deposit ( Table 2 ). This was necessitated as the existing resource model for the deposit was created for an underground operation and did not reflect adequately the resource in the upper levels of the deposit that is now to be mined by open cut methods. The new resource model more accurately reflects the geology of the mineralisation and waste rock and it allows for risks associated with the treatment of transitional mineralisation and the disposal of the various waste materials from the proposed open pit.

The revised model contains 6% more copper metal, than the previous estimate, and identified a near surface inferred resource of 800,000t at 4.2% Cu within the supergene zone sandwiched between the unmineralised gossan and transitional sulphide ore ( Figure 6 ). Previously no supergene resource had been reported for the deposit. Further drilling is required to upgrade the resource to indicated to allow for mine planning, however the identification of the supergene material opens up the opportunity for near term production and cash flow opportunities which is being actively investigated by the Company.

		SULPHUR SPRINGS MINERAL RESOURCE
		May 2016
JORC Classification Ore Type		Tonnes (‘000t) Cu % Zn % Ag g/t
Indicated Fresh		6.7 1.3 4.3 17
Transition		1.6 1.5 4.1 18
Sub Total		8.3 1.4 4.3 17
Inferred Fresh		3.7 1.1 4.0 17
Transition		0.6 1.4 3.9 20
Supergene		0.8 4.2 0.8 23
Sub Total		5.1 1.6 3.5 18
TOTAL		13.4 1.5 4.0 18

Table 2: Tabulation based on all resource above 0.4% Cu and less than 0.4% Cu but greater than 2% Zn. Tonnes rounded to nearest 0.1 million and grades to nearest 0.1%

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2016 ANNUAL REPORT
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REVIEW OF OPERATIONS
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Figure 6: Sulphur Springs Supergene Resource

The Company is currently planning to undertake further RC and diamond drilling within the supergene zone to improve confidence in the model and obtain samples for metallurgical test work.

Liberty-Indee

The Liberty-Indee Project is approximately 25 km south west of the Whim Creek operation, the Project consists of approximately 25.5 sq km of tenure covering stratigraphy prospective for VMS mineralisation in the Mallina Basin which is approximately the same age as the Whim Creek Basin. During the year the Company reassessed a number of VTEM and FLTEM anomalies identified by earlier work and identified two anomalies north of the Quamby Prospect to drill test. A POW has been approved and drilling is scheduled for the second half of 2016.

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VENTUREX RESOURCES LIMITED
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MINERAL RESOURCES AND ORE RESERVES STATEMENT
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This Mineral Resources and Ore Reserves Statement have been prepared according to the JORC Code (2012). For the JORC Code (2012) Notes accompanying the Resources and Reserves Statement and Exploration Results are referred in the Venturex Resources Limited ASX announcement dated 22 September 2015 .

Mineral Resources

The Mineral Resources Statement for the Pilbara Copper-Zinc Project has been modified to reflect the change in the mineral resource for the Sulphur Springs Deposit which was announced to the ASX on the 15 April 2016. There have been no other changes to the mineral resources for the other deposits listed in the table below:

MINERAL RESOURCES	MINERAL RESOURCES	MINERAL RESOURCES
Location		JORC Classification	Tonnes ('000t)	Cu %	Zn %	Pb %	Ag g/t	Au g/t
		Measured	-	-	-	-	-	-
		Indicated	8,300	1.4	4.3	0.2	17.0	-
Sulphur Springs		Inferred	5,100	1.6	3.5	0.2	18	-
		Sub-total	13,400	1.5	4.0	0.2	18.0	-
Kangaroo Caves		Measured	-	-	-	-	-	-
		Indicated	2,250	0.9	5.7	0.3	13.6	-
		Inferred	1,300	0.5	6.5	0.4	18.0	-
		Sub-total	3,550	0.8	6.0	0.3	15.2	-
Whim Creek		Measured	-	-	-	-	-	-
		Indicated	967	2.1	1.1	0.2	10.3	0.1
		Inferred	4	0.5	2.3	0.6	13.9	0.1
		Sub-total	972	2.1	1.1	0.2	10.3	0.1
Mons Cupri		Measured	1,273	1.5	1.7	0.8	41.1	0.3
		Indicated	3,286	0.7	1.1	0.4	17.7	0.1
		Inferred	48	0.7	0.6	0.1	9.0	0.0
		Sub-total	4,607	0.9	1.3	0.5	24.1	0.1
Salt Creek		Measured	-	-	-	-	-	-
	Zn	Indicated	475	0.2	14.1	4.4	107.1	0.5
	Cu	Indicated	423	3.7	0.9	0.1	2.7	0.1
		Inferred	105	3.5	0.1	0.0	1.5	0.0
	Zn/Cu	Sub-total	1,003	2.0	7.0	2.1	52.0	0.3
Liberty-Indee (VXR 70%)		Measured	-	-	-	-	-	-
		Indicated	453	2.2	4.5	0.4	42.0	0.9
		Inferred	204	1.0	1.8	0.2	22.4	0.4
		Sub-total	657	1.8	3.7	0.3	35.9	0.8
TOTAL		Measured	1,273	1.5	1.7	0.8	41.1	0.3
		Indicated	16,155	1.6	4.5	0.4	22.0	0.1
		Inferred	6,192	0.7	2.5	0.2	11.1	0.0
		Total Resources	24,000	1.2	3.3	0.5	16.4	0.3

Table 3: Mineral Resources Statement

NOTE: Rounding errors may occur

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2016 ANNUAL REPORT
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MINERAL RESOURCES AND ORE RESERVES STATEMENT
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Ore Reserves

The Ore Reserve Statement for the Pilbara Copper-Zinc Project as at 30 June 2016 has been adjusted to reflect the changes to the Sulphur Springs Ore Reserve due to the updated geological resource model for the deposit and the revised mine plan as announced to the ASX on 28 June 2016 and amended on 1 July 2016. The Ore Reserves for the Whim Creek and Mons Cupri Deposit remain unchanged and are based on the Feasibility Study for the Pilbara Copper Zinc Project released to the ASX on 18 December 2012.

ORE RESERVES

ORE RESERVES	ORE RESERVES	ORE RESERVES	ORE RESERVES	ORE RESERVES	ORE RESERVES	ORE RESERVES	ORE RESERVES
Location	JORC Classification	Tonnes ('000t)	Cu %	Zn %	Pb %	Ag g/t	Au g/t
Whim Creek	Probable	221	2.7	1.3	0.7	10.8	0.1
Mons Cupri	Probable	951	1.7	2.2	1.0	47.1	0.3
Sulphur Springs	Probable	7,280	1.2	3.5	0.1	14.4	0.0
Total		**8,452 **	1.3	3.29	0.22	17.98	0.0

Table 4: Ore Reserves Statement

NOTE: Rounding errors may occur

COMPETENCY STATEMENT

The information relating to the Mineral Resources within the Kangaroo Caves Deposit was prepared by Mr David Milton, Technical Manager of Hardrock Integrated Mining Solutions Pty Ltd. All material and technical parameters underpinning the estimate was released to the market in the ASX announcement titled “Kangaroo Caves Resource Upgrade” dated 22 September 2015.

All material and technical parameters underpinning the estimated relating to the Mineral Resources for the other Deposits mentioned in Table 3 , and Ore Reserves mentioned in Table 4 was detailed in the Company’s ASX announcement titled “Company Resource and Reserve Statement as at 30 September 2013” which was released to the market on 8 October 2013. The Company is not aware of any new information or data that materially affects the Mineral Resources or Ore Reserves for the deposits since the date of the release.

The exploration data, and other technical data presented in this report was compiled by Mr James Guy. Mr Guy is engaged by the Company as Consultant Exploration Manager.

Both Mr Milton and Mr Guy are members of the Australian Institute of Mining at Metallurgy and have sufficient experience in the style of mineralisation under consideration and the activities undertaken to qualify as Competent Person as defined by the JORC Code (2012) of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Both Mr Milton and Mr Guy give their consent to the inclusion in this report of their information in the form and context in which it appears.

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VENTUREX RESOURCES LIMITED
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SCHEDULE OF TENEMENT INTERESTS
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As at 30 September 2016, mineral exploration tenements applied for or granted to the Company, or mineral exploration tenements in which the Company has an interest are as follows:

Area of Interest	Tenements Group Entity’s Interest
Liberty-Indeed Project	E47/1209 70% (90% on decision to mine)
Liberty-Indee Project	M47/1455 70% (90% on decision to mine)
Sherlock Project	E47/1796 70% (90% on decision to mine)
Whim Creek Project	E47/3495 (a) 100%
Whim Creek Project	M47/236 100%
Whim Creek Project	M47/237 100%
Whim Creek Project	M47/238 100%
Whim Creek Project	M47/443 100%
Whim Creek Project	L47/36 100%
Whim Creek Project	M47/323 100%
Whim Creek Project	M47/324 100%
Sulphur Springs Project	E45/4692 (a) 100%
Sulphur Springs Project	E45/4811 (a) 100%
Sulphur Springs Project	M45/494 100%
Sulphur Springs Project	M45/587 100%
Sulphur Springs Project	M45/653 100%
Sulphur Springs Project	M45/1001 100%
Sulphur Springs Project	L45/166 100%
Sulphur Springs Project	L45/170 100%
Sulphur Springs Project	L45/173 100%
Sulphur Springs Project	L45/179 100%
Sulphur Springs Project	L45/188 100%
Sulphur Springs Project	L45/189 100%
Sulphur Springs Project	L45/287 100%
Panorama Exploration	P45/2609 100%
Panorama Exploration	P45/2610 100%
Panorama Exploration	P45/2611 100%
Panorama Exploration	P45/2612 100%
Panorama Exploration	P45/2613 100%
Panorama Exploration	P45/2614 100%
Panorama Exploration	P45/2616 100%
Panorama Exploration	P45/2910 100%
Panorama Exploration	P45/2911 100%
Panorama Exploration	ML45/1253 (a) 100%
Panorama Exploration	ML45/1254 (a) 100%

Table 5: Tenement Interest

Key: E = Exploration Licence

L = Miscellaneous Licence

LA = Miscellaneous Licence Application M = Mining Lease

(a) Tenement Under Application

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DIRECTORS’ REPORT
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The Directors of Venturex Resources Limited (the ''Company'') present their report on the consolidated entity (the ''Group Entity''), consisting of Venturex Resources Ltd. and the entities it controlled at the end of, and during, the financial year ended 30 June 2016.

Directors

The name and details of the Group Entity's Directors in office during the year and until the date of this report are as follows. Directors were in office for the entire period unless otherwise stated.

Anthony Kiernan	Non-Executive	Chairman Appointed 14 July 2010	Chairman Appointed 14 July 2010
John Nitschke	Managing Director		Appointed 1 December 2015
	Interim CEO		Appointed 27 February 2015
	Non-Executive	Director Appointed 4 July 2013
	Non-Executive	Director Appointed 30 August 2011, Resigned 17 April 2013
Anthony Reilly	Non-Executive	Director Appointed 1 July 2015
Darren Stralow	Non-Executive	Director Appointed 1 July 2015
Raymond Parry	Non-Executive	Director Appointed 29 May 2012, Resigned 1 July 2015
Information on Directors
Anthony Kiernan		—	Independent Non-Executive Chairman
Qualifications		—	LLB
Appointed to the Board		—	14 July 2010
Experience		—	Mr Kiernan, formerly a solicitor, has extensive experience gained	over
			35 years in the management and operation of listed public
			companies. As both a lawyer and general consultant, he	has
			practiced and advised extensively in the fields of resources, media
			and information technology.
Interest in Shares, Options	and	—	30,184,488 Ordinary Fully Paid Shares
Performance Rights1			7,232,546 Unlisted Options
Internal Committees		—	Chair of the Nomination & Remuneration Committee and Chair of
			the Audit Committee
Directorships held in other listed entities		—	BC Iron Limited (Group) (11 October 2006 to present) (Chairman)
(Within the last 3 years)			Chalice Gold Limited (15 February 2007 to present) (Chairman)
			Danakali Limited (formerly South Boulder Mines Ltd.) (15 October
			2012 to present)
			Pilbara Minerals Limited ( 1 July 2016 to present) (Chairman)
			Uranium Equities Limited (3 June 2003 to November 2013) (Chairman)
			Liontown Resources Limited (2 February 2006 to November 2013)
John Nitschke		—	Managing Director
Qualifications		—	BEng(Hons), MSc, DIC, GAICD, FAusIMM
Appointed to the Board		—	Appointed Non-Executive Director 30 August 2011, Resigned 17	April
			2013, Appointed 4 July 2013.
			Appointed Interim CEO 27 February 2015
			Appointed Managing Director 1 December 2015.
Experience		—	Mr Nitschke is a mining engineer with over 40 years experience in the
			mining industry, including substantial experience operating at senior
			management levels in resource companies evaluating, developing
			and optimising projects and operations across all commodities	and
			international jurisdictions. Recent roles include Executive General
			Manager (EGM) Projects & Technical Services for OZ Minerals Limited,
			EGM Australian Operations for Oxiana Limited, and	EGM
			Development for Newmont Australia and the Normandy Group.
Interest in Shares, Options	and	—	52,600,001 Ordinary Fully Paid Shares
Performance Rights1			19,366,197 Performance Rights
			13,466,668 Unlisted Options
Internal Committees		—	Member of the Audit Committee and the Nomination &
			Remuneration Committee
Directorships held in other listed entities		—	IMX Resources Limited (23 December 2009 to 31 July 2014) (Chairman
(Within the last 3 years)			& Acting Managing Director)

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Anthony Reilly	— Independent Non-Executive Director
Qualifications	— BEc
Appointed to the Board	— 1 July 2015
Experience	— Mr. Reilly is a significant shareholder of Venturex and had previously
	been a director of Venturex. He has over 20 year’s investment
	banking experience including financial markets, financial risk
	management and corporate finance. He worked in investment
	banking in London for over 10 years, and his clients have included a
	number of global corporations and fund managers based in
	Australia, the UK and Europe. Since leaving banking he has had 8
	years working in the junior resources sector. Anthony was a founding
	Director of a private Brazil incorporated gold exploration company
	and he has also served as an Executive Director of several other ASX
	listed resources.
Interest in Shares, Options and	— 40,569,336 Ordinary Fully Paid Shares
Performance Rights1	4,031,334 Unlisted Opt
Internal Committees	— Member of the Audit Committee
Directorships held in other listed entities	— Paradigm Metals Ltd. (13 September 2013 to 08 March 2016)
(Within the last 3 years)	Hawkley Oil and Gas (14 October 2014 to 19 February 2016)
Darren Stralow	— Non-Independent Non-Executive Director
Qualifications	— BEng (Mining), GAICD, MAusIMM, GCAF (Kaplan)
Appointed to the Board	— 1 July 2015
Experience	— Mr. Stralow is the General Manager - Business Development for
	Northern Star Resources Ltd, who are a substantial shareholder of
	Venturex. 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 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.
Interest in Shares, Options and	— Nil
Performance Rights1
Internal Committees	— Member of the Nomination & Remuneration Committee
Directorships held in other listed entities	— Nil
(Within the last 3 years)
Raymond Parry	— Non-Independent Non-Executive Director
Qualifications	— BBus(Acc/Fin), MBA, FCPA, GAICD
Appointed to the Board	— Appointed 29 May 2012, Resigned 1 July 2015
Experience	— Mr Parry is an accountant with over 25 years of experience in finance
	and management positions across a number of different industries.
	He has held senior management positions with Northern Star
	Resources Limited, St Barbara Ltd. and regional finance
	responsibilities for Kerr-McGee Corporation (USA) in the Asia Pacific.
	He has also held management positions in the banking industry.
Interest in Shares, Options and	— Nil
Performance Rights1
Internal Committees	— Chair of the Audit Committee and Member of the Nomination &
	Remuneration Committee up to resignation.
Directorships held in other listed entities	— Nil
(Within the last 3 years)

Note:

1 Interest in Shares and Options refer to the relevant interest of each Director in the shares or options over shares issued by the companies within the Group Entity and other related body corporate as notified by the Directors to the Australian Securities Exchange in accordance with Section 205G(1) of the Corporations Act 2001, as at the date of this report.

Company Secretary/CFO

Trevor Hart , BBus, CPA, AGIA, ACIS - Appointed 5 April 2013

Mr Hart is a Certified Practising Accountant with a Bachelor of Business in Accounting and a Chartered Secretary. He has over 20 years’ experience including 15 years in the resources and mining services industry. He has provided consulting services covering accounting, financial and company secretarial matters to various companies in these sectors. Prior to joining Venturex he has held a number of senior financial positions in other ASX listed companies.

Corporate Structure

The Company is limited by shares that it has issued and is incorporated and domiciled in Australia. As at 30 June 2016, the Company had five subsidiaries incorporated in Australia; Jutt Resources Pty. Ltd, Juranium Pty. Ltd, Venturex Pilbara Pty Ltd., Venturex Sulphur Springs Pty. Ltd., and CMG Gold Ltd.

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Principal Activities

The principal activity of the Group Entity during the year was resources exploration, focusing on base metals.

Likely Developments

The Group Entity will continue exploration programs in the Pilbara which may result in additional discoveries and will continue to advance the development of the Company’s Pilbara Copper – Zinc Project’s as part of the Company’s drive to commercialise the Project. In addition, the Group Entity may assess acquisition opportunities that have potential to enhance the value of its existing assets.

Results and Review of Operations

Results

For the year ending 30 June 2016, the consolidated loss of the Group Entity was $2,979,094 (2015: $41,379,520). The loss result includes an impairment/write off of $2,055,767 (2015: $42,087,264) following a detailed review of the tenements, (see Note 12).

Review of Operations

Detailed review of operations can be found on page 2 of the annual report. At 30 June 2016, the Company had 1,746,194,595 quoted fully paid ordinary shares (2015: 1,547,869,181) and no quoted options issued over shares (2015: Nil). As at 30 June 2016 the Group Entity held cash reserves of $728,231 (2015: $1,059,171).

Profit (Loss) Per Share

Basic loss per share 0.18 cents (2015: Loss 2.67 cents).

Dividends

The Directors did not pay or declare any dividends during the 2016 financial year (2015: Nil). The Directors do not recommend the payment of a dividend in respect of the year.

Significant Changes in State of Affairs

In the opinion of the Directors, there were no other significant changes in the state of affairs of the Group Entity during the year under review not otherwise disclosed in this Annual Report.

Subsequent Events

On 03 August 2016 the Company issued 166,666,667 fully paid ordinary shares at 0.6 cents per share to raise $1,000,000 before expenses, to sophisticated and professional investor clients of Euroz Securities.

As part of the issue of shares to sophisticated and professional investor clients of Euroz Securities the Company issued 83,333,342 unlisted options.

• 41,666,671 are exercisable at 1.5c per share within 12 months and expire on 03 August 2017.

• 41,666,671 are exercisable at 3c per share within 24 months and expire on 03 August 2018

On 31 August 2016 the Company issued 508,454,202 fully paid ordinary shares at 0.6 cents per share to raise $3,050,725 before expenses, through its Non-Renounceable Entitlement Issue.

As part of the Non-Renounceable Entitlement Issue the Company issued 254,227,158 unlisted options.

• 127,113,579 are exercisable at 1.5c per share within 12 months and expire on 31 August 2017.

• 127,113,579 are exercisable at 3c per share within 24 months and expire on 31 August 2018

On 8 September 2016 the Company issued the 190,053,632 fully paid ordinary shares at 0.6 cents per share to raise $1,140,321 before expenses, to sophisticated and professional investor clients of Euroz Securities, through the Shortfall Shares from its Non-Renounceable Entitlement Issue.

As part of the issue of Shortfall shares to sophisticated and professional investor clients of Euroz Securities the Company issued 95,026,826 unlisted options.

• 47,513,413 are exercisable at 1.5c per share within 12 months and expire on 31 August 2017.

• 47,513,413 are exercisable at 3c per share within 24 months and expire on 31 August 2018

There has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the Directors of the Group Entity, to affect significantly the operations of the Group Entity, the results of those operations, or the state of affairs of the Group Entity, in future financial years, other than those disclosed above.

Environmental Regulation

The Group Entity’s operations and projects are subject to State and Federal laws and regulations regarding environmental hazards. In Australia, the regulatory bodies are the WA Department of Environment Regulations (DER), the WA Department of Mines and Petroleum (DMP), the WA Department of Water (DoW) and the Environmental Protection Authority (EPA).

The Board believes that the Group Entity has adequate systems in place for the management of its environmental regulations and is not aware of any breach of those environmental requirements as they apply to the Group Entity.

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Unissued shares under Option

At the date of this report, the unissued ordinary shares of the Company under option are as follows:

	ASX code	Exercise price	Date granted	Expiry date	Number
Unlisted performance rights	VXRAA	Nil	11-Dec-15	11-Dec-22	19,366,197
Unlisted performance rights	VXRAA	Nil	04-Mar-16	04-Mar-22	7,000,000
Unlisted options	VXRAB	$0.015	03-Aug-16	03-Aug-17	41,666,671
Unlisted options	VXRAB	$0.030	03-Aug-16	03-Aug-18	41,666,671
Unlisted options	VXRAO	$0.015	31-Aug-16	31-Aug-17	127,113,579
Unlisted options	VXRAQ	$0.030	31-Aug-16	31-Aug-18	127,113,579
Unlisted options	VXRAO	$0.015	08-Sep-16	31-Aug-17	47,513,413
Unlisted options	VXRAQ	$0.030	08-Sep-16	31-Aug-18	47,513,413

These Options and Performance Rights do not entitle the holder to participate in any share issue of the Company and they carry no dividend or voting rights.

Shares Issued on Exercise of Options

During the 2016 financial year, no ordinary shares of the Company were issued as a result of the exercise of options.

Meetings of Directors

The following table sets out the number of Directors' meetings held during the year and the number of meetings attended by each Director while they were a Director.

During the period, 7 Board meetings, 5 Audit Committee meetings and 3 Nomination and Remuneration Committee meetings were held.

	Directors' Meetings	Directors' Meetings		Commi	ttee Meetings
			Aud	it	Nomination & R	emuneration
	Number eligible to attend	Number attended	Number eligible to attend	Number attended	Number eligible to attend	Number attended
Anthony Kiernan	7	7	5	5	3	3
John Nitschke	7	7	5	5	3	3
Anthony Reilly	7	7	3	3	N/A	N/A
DarrenStralow	7	6	N/A	N/A	2	2
Raymond Parry	0	0	0	0	0	0

Directors’ Indemnities

The Group Entity provides Directors’ and Officers’ Insurance to cover legal liability and expenses for the Directors and Officers performing work on behalf of the Group Entity.

Proceedings on Behalf of Company

No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Group Entity, or to intervene in any proceedings to which the Group Entity is a party, for the purpose of taking responsibility on behalf of the Group Entity for all or part of those proceedings.

No proceedings have been brought or intervened in on behalf of the Group Entity with leave of the Court under section 237 of the Corporations Act 2001.

Non-Audit Services

The Group Entity may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the Company and/or the group are important.

No amounts were paid or payable to the auditor BDO Audit (WA) Pty. Ltd. or associated entities for non-audit services during the year.

The board of directors has considered the position and, in accordance with advice received from the audit committee, is satisfied that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 . The directors are satisfied that the provision of non-audit services by the auditor, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons:

• all non-audit services have been reviewed by the audit committee to ensure they do not impact the impartiality and objectivity of the auditor

• none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants.

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REMUNERATION REPORT

This report details the nature and amount of remuneration for the Directors and Key Management Personnel (KMP) of the Group Entity.

Key Management Personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly.

The Key Management	Personnel of the Group Entity during the year included:	Personnel of the Group Entity during the year included:
Anthony Kiernan	-	Non-Executive Chairman
John Nitschke	-	Managing Director (Appointed 1 December 2015)
	-	Interim CEO (Appointed 27 February 2015)
	-	Non-Executive Director (Appointed 30 August 2011, Resigned 17 April 2013,
		Appointed 4 July 2013)
Anthony Reilly	-	Non-Executive Director (Appointed 1 July 2015)
Darren Stralow	-	Non-Executive Director (Appointed 1 July 2015)
Raymond Parry	-	Non-Executive Director (Resigned 1 July 2015)
Trevor Hart	-	Company Secretary/CFO

The report has been set out under the following main headings:

• A. Remuneration Policy

• B. Details of Remuneration

• C. Equity Issued as Part of Remuneration

• D. Shareholdings

• E. Loans to Directors and Key Management Personnel

• F. Employment Contracts of Directors and Key Management Personnel

• G. Performance Income as a Proportion of Total Remuneration

• H. Other transactions with Key Management Personnel

• I. Services from Remuneration Consultants

• J. Voting and comments made at the Company’s 2015 Annual General Meeting

A. Remuneration Policy

Remuneration of all Executive and Non-Executive Directors and Officers of the Group Entity is determined by the Nomination and Remuneration Committee.

The Group Entity is committed to remunerating Senior Executives and Executive Directors in a manner that is marketcompetitive, consistent with "Best Practice" and supports the interests of Shareholders. Remuneration packages are based on fixed and variable components, determined by the Executive’s position, experience and performance, and may be satisfied via cash or equity.

Non-Executive Directors are remunerated out of the aggregate amount approved by Shareholders and at a level that is consistent with industry standards. Non-Executive Directors do not receive performance based bonuses and prior Shareholder approval is required to participate in any issue of equity. No retirement benefits are payable other than statutory superannuation, if applicable.

The maximum annual aggregate directors’ fee pool limit is $400,000 and was approved by shareholders at the general meeting on 23 July 2012.

Remuneration Policy versus Company Financial Performance

The Group Entity's remuneration policy has been based on industry practice rather than the performance of the Group Entity and takes into account the risk and liabilities assumed by the Directors and Executives as a result of their involvement in the speculative activities undertaken by the Group Entity.

Performance Based Remuneration

The purpose of a performance bonus is to link individual rewards to the performance of the Company. The Company reviews the mechanism to determine individual performance bonuses on an annual basis. In the 2013 financial year, the Board temporarily suspended the bonus formula linked to the achievement of Company targets (including project outcomes, share price performance and social licence criteria) as well as the individual employee’s personal performance, with individual caps based on seniority and capacity to influence the performance of the Company. The expected outcomes of the remuneration structure are to retain and motivate key Executives, attract high quality Management to the Company and provide performance incentives that allow Executives to share in the success of the Company.

For details of performance based remuneration refer to Section G - Performance income as a proportion of total remuneration of the Remuneration Report.

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B. Details of Remuneration

The Key Management Personnel of the Group Entity are disclosed above.

Remuneration packages contain the following elements:

a) Short-term employee benefits - cash salary and fees, cash bonus, non-monetary benefits and other; b) Post-employment benefits - including superannuation and termination, and other;

c) Share-based payments – shares, options and performance rights granted.

• As noted above the Board temporarily suspended the bonus formula linked to the achievement of Company targets.

The remuneration for each Director and each of the other Key Management Personnel of the Group Entity during the year was as follows:

			Short-term	Post employment	Share-based
			employee benefits	benefits	payments
			Cash salary & fees	Superannuation	Options and Rights	Total
	**Year **	Note	$	$	$	$
Anthony Kiernan	2016		79,092	7,158	-	86,250
	2015	5	90,192	7,808	-	98,000
John Nitschke	2016	6,8	265,162	9,357	51,578	326,097
	2015		91,500	-	-	91,500
Anthony Reilly	2016	1	89,506	8,285	-	97,791
	2015		-	-	-	-
Darren Stralow	2016	1	-	-	-	-
	2015		-	-	-	-
Michael Mulroney	2016		-	-	-	-
	2015	3,7	273,418	23,948	5,484	302,850
Raymond Parry	2016	2	-	-	-	-
	2015	4	56,096	3,904	-	60,000
Trevor Hart	2016	8	176,250	-	811	177,061
	2015		160,350	-	-	160,350
**Total **	2016		610,010	24,800	52,389	687,199
	2015		671,556	35,660	**5,484 **	712,700

Note:

1. Commenced with the Company in the 2016 financial year.

2. Resigned from the Company in the 2016 financial year.

3. Resigned from the Company in the 2015 financial year.

4. Includes $Nil (2015: $15,000) paid to Northern Star Resources Ltd. as Director’s Fees.

5. Includes $Nil (2015: $8,000) paid to Banff Holdings Pty. Ltd. as Director’s Fees.

6. Commenced as Managing Director on 1 December 2015, previously Acting Managing Director and Non-Executive Director.

7. The fair value of the options is calculated at the date of grant using the Black Scholes option-pricing model and allocated to each reporting period evenly over the period from grant date to vesting date. The value disclosed is the portion of the fair value of the options recognised as an expense in each reporting period.

8. The fair value of performance rights with the relative TSR condition is calculated at the date of grant using the Monte-Carlo simulation model, taking into account the impact of the TSR condition. The fair value of performance rights with the material transaction condition is calculated using the 5 Day Volume Weighted Average Share Price (VWAP). The value disclosed is the portion of the fair value of the rights recognised as an expense in each reporting period.

C. Equity Issued as Part of Remuneration

This section only refers to those shares and options issued as part of remuneration. As a result they may not indicate all shares and options held by a Director or other Key Management Personnel.

Shares

No shares in the Company were issued to Directors and other Key Management Personnel as part of remuneration during the 2016 or 2015 financial years.

Options and Performance Rights

The following table discloses the value of Options (“O”) and Performance Rights(“PR”) granted, exercised, sold or lapsed during the 2016 financial year for all Key Management Personnel:

Directors ohn Nitschke (PR) Key Management Personnel revor Hart (PR)	Granted Exercised Lapsed Value yet to be Expensed Value Included in Remuneration for the Year Value at Grant Date Value at Exercise Date Value at Time of Lapse $ $ $ $ $ 121,706 - - 70,128 51,578 4,800 - - 3,989 811
	126,506 - - 74,117 52,389

• -Apart from listed above no other Key Management Personnel have any Options or Performance Rights.

The assessed fair value at grant date of options and performance rights granted to the individuals is allocated equally over the period from grant date to vesting date, and the amount is included in the remuneration tables above.

The fair value of performance rights with the relative TSR condition is calculated at the date of grant using the Monte-Carlo simulation model, taking into account the impact of the TSR condition.

The fair value of performance rights with the material transaction condition is calculated using the 5 Day Volume Weighted Average Share Price (VWAP).

The Model inputs for options and performance rights granted during the period have been included in Note 17 of the financial statements.

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The following table discloses the details in regards to Directors and Key Management Personnel Options (“O”) and Performance Rights (“PR”) granted during the 2016 financial year

				Exercise	Expiry
	Tranche	Fair Value Per Right.	Grant Date	Price	Date	Vesting Date
Directors
John Nitschke (PR)	1	$0.0054	11 Dec.2015	Nil	11 Dec 2022	50% Vest 1 Dec 2016
						50% Vest 1 Dec 2017
John Nitschke (PR)	2	$0.0070	11 Dec 2015	Nil	11 Dec 2022	50% Vest 1 Dec 2016
						50% Vest 1 Dec 2017
Key Management Personnel
Trevor Hart (PR)	1	$0.0024	4 Mar 2016	Nil	4 Mar 2022	31 Jan 2018

Vesting Conditions for Directors

• 50% will be assessed against a performance milestone based on the relative rating of the Total Shareholder Return (TSR) for the Company against the TSR’s of a comparator peer group over the 12 months to 30 November 2016.

• 50% will be assessed against a performance milestone based on the achievement of an agreed “material” transaction or event by 30 November 2016.

• • Subject to Continuation of Employment.

Vesting Conditions for Key Management Personnel

• Assessed against a performance milestone based on the relative rating of the Total Shareholder Return (TSR) for the Company against the TSR’s of a comparator peer group over the 12 months to 31 Jan 2017

• Being in the service of the Company on 31 Jan 2018.

The following table discloses the movement in Directors and Key Management Personnel Options (“O”) and Performance Rights (“PR”) during the 2016 financial year

Directors John Nitschke (PR) Key Management Personnel Trevor Hart (PR)	Balance 30 June 2015 No. Initial Holding No. Granted as Remuneration No. Exercised No. Lapsed No. Held at Resignation No. Balance 30 June 2016 No. Vested No. Unvested No. Vested % Lapsed %* - - 19,366,197 - - - 19,366,197 - 19,366,197 - - - - 2,000,000 - - - 2,000,000 - 2,000,000 - -
	- - 21,366,197 - - - 21,366,197 - 21,366,197

• *Apart from listed above no other Key Management Personnel have any Options or Performance Rights.

D. Shareholdings

The number of shares in the Group Entity held during the financial year by each Director and other Key Management Personnel of the Group Entity, including their personally related parties, are set out below.

2016 Note Directors Anthony Kiernan John Nitschke Anthony Reilly Darren Stralow Former Directors Raymond Parry Key Management Personnel Trevor Hart	Balance at start of the year Initial Holding Received as Compensation Options Exercised Net Change Other Held at Resignation / Termination Balance at end of the year No. No. No. No. No. No. No.* 13,213,182 - - - 2,506,214 - 15,719,396 - - - - 25,666,667 - 25,666,667 - 30,800,001 - - 1,706,667 - 32,506,668 - - - - - - - 19,500 - - - - 19,500 - 1,313,819 - - - 1,975,176 - 3,288,995
	14,546,501 30,800,001 - - 31,854,724 19,500 77,181,726

* Closing balance at date of resignation / termination.

E. Loans to Directors and Key Management Personnel

There were no loans made to the Directors or other Key Management Personnel of the Group Entity, including their personally related parties (2015: Nil).

F. Employment Contracts of Directors and Key Management Personnel

The following Directors and Key Management Personnel were under contract at 30 June 2016.

Name

Term of Contract

Commencement Date

Amount $

• John Nitschke

• Fixed Contract (2 years)

• 01/12/15-30/11/17

• Total fixed remuneration of $275,000

• Short-term incentives of up to 30% of total fixed remuneration, subject to Board discretion and meeting the required performance hurdles. Short-term incentives are payable in cash.

• Equity participation incentive of 50% of total fixed remuneration, subject to Board discretion and meeting required performance hurdles. The share equity participation is payable in performance rights subject to shareholder approval.

Notice Period by Either Party Termination Benefit $

• Employment can be terminated at 3 months’ notice by Mr Nitschke or by the Company giving 12 months’ notice within the first 12 months of the term or 6 months’ notice after the first 12 months of the term.

• Within the first twelve months, an amount equal to 12 months base salary (being the average base salary over the previous 3 years) and accrued entitlements if termination by Company without cause

• After the first twelve months, an amount equal to 6 months base salary (being the average base salary over the previous 3 years) and accrued entitlements if termination by Company without cause

• Nil (other than for accrued entitlements) in the case of termination by Company for cause

• Upon material variation or diminution of responsibilities, the Executive may terminate his employment and receive an amount equal to the amount the Executive would have received if the balance of the Term had been served but not exceeding twelve months current Salary, together with all accrued entitlements

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Name  Trevor Hart

Term of Contract  Part-time (ongoing)

Commencement Date  5/04/13

Amount $  $7,000 per month for up to 70 hours plus additional hours at $150 per hour

Notice Period by Either  30 days notice by either party with or without cause Party

Termination Benefit $  None

G. Performance Income as a Proportion of Total Remuneration

Performance based remuneration for the financial year is disclosed in B. Details of Remuneration.

All Executives are eligible to receive bonuses through employment contracts and Board discretion. Subject to Board approval, their performance payments are based on a bonus formula linked to the achievement of measurable Company targets (including project outcomes, share price performance and social licence criteria) (weighting: 60% of possible bonus) as well as the individual employee’s personal performance and KPI achievement (weighting: 40% of possible bonus), with individual caps based on seniority and capacity to influence the performance of the Company. The proportion between incentive and non-incentive remuneration is variable. The expected outcomes of the remuneration structure are to retain and motivate key Executives, attract high quality Management to the Company and provide performance incentives that allow Executives to share in the success of the Company. In the 2013 financial year, the Board temporarily suspended the bonus formula linked to the achievement of Company targets.

Non-Executive Directors are not entitled to receive cash performance based remuneration.

H. Other transactions with Key Management Personnel

All transactions with related parties are made on normal commercial terms and conditions except where indicated.

There were no transactions with Key Management Personnel not disclosed above.

I. Services from Remuneration Consultants

There were no remuneration consultants engaged during the financial year or previous financial year.

J. Voting and comments made at the Company’s 2015 Annual General Meeting

Venturex Resources Ltd. received more than 99% of “yes” votes on its remuneration report for the 2015 financial year. The Company did not receive any specific feedback at the AGM or throughout the year on its remuneration practices.

End of Audited Remuneration Report.

Auditor’s Independence Declaration

A copy of the Auditor's Independence Declaration as required under section 307C of the Corporations Act 2001 is set out on page 21.

Signed in accordance with a resolution of the Board of Directors.

JOHN NITSCHKE Managing Director

Dated this 23[rd] day of September 2016

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AUDITOR’S INDEPENDENCE DECLARATION
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Tel: +61 8 6382 4600 38 Station Street Fax: +61 8 6382 4601 Subiaco, WA 6008 www.bdo.com.au PO Box 700 West Perth WA 6872 Australia

DECLARATION OF INDEPENDENCE BY JARRAD PRUE TO THE DIRECTORS OF VENTUREX RESOURCES LIMITED

As lead auditor of Venturex Resources Limited for the year ended 30 June 2016, I declare that, to the best of my knowledge and belief, there have been:

1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

2. No contraventions of any applicable code of professional conduct in relation to the audit.

This declaration is in respect of Venturex Resources Limited and the entities it controlled during the period.

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Jarrad Prue

Director

BDO Audit (WA) Pty Ltd

Perth, 23 September 2016

BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation, other than for the acts or omissions of financial services licensees.

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CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2016
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Note Revenue Revenue 2a Other Income 2b Expenses Administrative expense 3 Corporate expense 3 Directors, employees and consultants fee 3 Exploration and evaluation expense 3 Closure costs Loss on disposal of subsidiary Impairment/write off of area of interest 3 Write off property, plant and equipment 3 Impairment/write off of trade and other receivables 3 Finance costs 4 Re-estimation of site rehabilitation provisions 4 Loss before income tax Loss after income tax attributable to the owners of the Company Other comprehensive income Items that may be reclassified to profit and loss: Foreign currency translation differences – foreign operations Other comprehensive income for the period, net of tax Total comprehensive loss for the period attributable to owners of the Company Profit (loss) / Earnings per share Basic and Diluted Profit (loss) per share (cents) 7	2016 2015 $ $ 794,230 366,234 9,547 758,044 (257,942) (613,905) (88,529) (228,546) (623,792) (1,053,209) (93,743) (511,544) - (135,770) - (223,665) (2,055,767) (42,087,264) - (33,143) 405 (4,454) (305,312) (74,630) (358,191) 2,462,332
	(2,979,094) (41,379,520)
	(2,979,094) (41,379,520)
	- 219,930
	- 219,930
	(2,979,094) (41,159,590)
	(0.18) (2.67)

The accompanying Notes form part of these financial statements.

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CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2016
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Note Assets Current assets Cash and cash equivalents 8 Trade and other receivables 9 Other assets 10 Total current assets Non-current assets Property, plant and equipment 11 Exploration and evaluation expenditure 12 Total non-current assets Total assets Liabilities Current liabilities Trade and other payables 13 Provisions 14 Employee benefits 15 Total current liabilities Non-current liabilities Provisions 14 Employee benefits 15 Total non-current liabilities Total liabilities Net assets Equity Issued capital 16 Reserves 16, 17 Accumulated losses Total equity	2016 2015 $ $ 728,231 1,059,171 83,285 281,190 64,749 141,234
	876,265 1,481,595
	1,442,927 1,660,420 23,055,563 23,553,340
	24,498,490 25,213,760
	25,374,755 26,695,355
	626,581 330,894 - 330,770 8,964 3,080
	635,545 664,744
	11,831,430 11,169,738 12,630 11,709
	11,844,060 11,181,447
	12,479,605 11,846,191
	12,895,150 14,849,164
	87,881,501 86,910,839 54,418 - (75,040,769) (72,061,675)
	12,895,150 **14,849,164 **

The accompanying Notes form part of these financial statements.

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2016
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Note Balance at 30 June 2014 Loss for the year Other comprehensive income Total comprehensive income for the year Transactions with owners in their capacity as owners: Share based payments issued 17i, 17ii Share based payments expired 17iv Balance at 30 June 2015 Loss for the year Total comprehensive income for the year Transactions with owners in their capacity as owners: Issue of securities 16i Security issue costs 16i Share based payments issued 17i, 17ii Balance at 30 June 2016	Issued Capital Share Based Compensation Reserve Translation Reserve Accumulated Losses Total Equity $ $ $ $ $ 86,910,839 402,763 (219,930) (31,090,402) 56,003,270 - - - (41,379,520) (41,379,520) - - 219,930 - 219,930
	- - 219,930 (41,379,520) (41,159,590)
	- 5,484 - - 5,484 - (408,247) - 408,247 -
	- (402,763) - 408,247 5,484
	86,910,839 - - (72,061,675) **14,849,164 **
	- - - (2,979,094) (2,979,094)
	- - - (2,979,094) (2,979,094)
	991,627 - - - 991,627 (20,965) - - - (20,965) - 54,418 - - 54,418
	970,662 54,418 - - 1,025,080
	87,881,501 54,418 - (75,040,769) 12,895,150

The accompanying Notes form part of these financial statements.

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CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2016
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Note Cash flows related to operating activities Payments to suppliers and employees Interest received Interest paid Proceeds SX-EW profit share Research and development tax received – non capitalised portion Net cash used in operating cash flows 23a Cash flows related to investing activities Payment for purchases of plant and equipment Proceeds from sale of plant and equipment Proceeds from sale of tenement Payment for exploration and evaluation expenditure Proceeds from redemption of bank guarantee Research and development tax received – capitalised portion Net cash provided by / ( used) in investing cash flows Cash flows related to financing activities Proceeds from issue of securities Capital raising costs Proceeds from insurance premium funding Repayment of insurance premium funding Net cash provided by in financing cash flows Net decrease in cash and cash equivalents Cash and cash equivalents at the beginning of the year Effect of exchange rate changes on cash and cash equivalents Cash and cash equivalents at the end of the year 8	2016 2015 $ $ (1,204,020) (1,737,987) 11,491 58,363 (1,783) (1,475) 1,048,482 - 46,077 246,100
	(99,753) (1,434,999)
	(1,353) - - 1,641,588 - 387,500 (1,321,137) (1,970,754) 47,231 12,000 73,270 1,261,077
	(1,201,989) 1,331,411
	991,627 - (20,965) - 44,764 44,582 (44,624) (35,804)
	970,802 8,778
	(330,940) (94,810)
	1,059,171 1,159,329 - (5,348)
	728,231 1,059,171

The accompanying Notes form part of these financial statements.

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NOTES TO THE FINANCIAL STATEMENTS
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Note 1 - Statement of Significant Accounting Policies

The consolidated financial statement comprises Venturex Resources Limited (the "Company") and its subsidiaries (collectively the "Group Entity" or the “Group”). The Company is a listed public company domiciled in Australia. The Company is a for-profit entity.

Statement of Compliance

The consolidated financial statements are general purpose financial statements which have been prepared in accordance with Australian Accounting Standards (AASBs) adopted by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The consolidated financial statements comply with International Financial Reporting Standards (IFRSs) adopted by the International Accounting Standards Board (IASB). They were authorised for issue by the Board of Directors on 22[nd] September 2016.

Basis of Measurement

The consolidated financial statements have been prepared on the historical cost basis, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities.

Functional and Presentation Currency

These consolidated financial statements are presented in Australian dollars, which is the Company’s functional currency.

Going Concern

The Group Entity incurred a loss before income tax of $2,979,094 (2015: $41,379,520) and a cash balance of $728,231 (2015: $1,059,171).

On 03 August 2016 the Company issued 166,666,667 fully paid ordinary shares at 0.6 cents per share to raise $1,000,000 before expenses, to sophisticated and professional investor clients of Euroz Securities.

On 31 August 2016 the Company issued 508,454,202 fully paid ordinary shares at 0.6 cents per share to raise $3,050,725 before expenses, through its Non-Renounceable Entitlement Issue.

On 08 September 2016 the Company issued 190,053,632 fully paid ordinary shares at 0.6 cents per share to raise $1,140,321 before expenses, to sophisticated and professional investor clients of Euroz Securities.

As a result of the Capital raising the Company has sufficient funding to progress its budgeted Board approved exploration program.

The financial statements have been prepared on the basis of going concern, which contemplates the continuity of normal business activity, realisation of assets and settlement of liabilities in the normal course of business.

Significant Accounting Policies

The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements, and have been applied consistently by Group Entities, unless otherwise stated.

Certain comparative amounts have been reclassified to conform to the current year’s presentation.

(a) Basis of Consolidation

Subsidiaries

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Venturex Resources Limited as at 30 June 2016 and the results of all subsidiaries for the year then ended. Venturex Resources Limited and its subsidiaries together are referred to in this financial report as Consolidated Entity, Group Entity or Group.

Subsidiaries are all entities (including structured entities) over which the group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases.

The acquisition method of accounting is used to account for business combinations by the Consolidated Entity. Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the assets transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.

Non-controlling interests in the results and equity of subsidiaries are shown separately in the Consolidated Statement of Profit or Loss and Other Comprehensive Income, Statement of Changes in Equity, and Consolidated Statement of Financial Position respectively.

A list of subsidiaries is contained in Note 24 to the financial statements. All subsidiaries have a June financial year-end.

Loss of control

Upon the loss of control, the Company derecognises the assets and liabilities of the subsidiary, any non-controlling interests and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognised in profit or loss. If the Company retains any interest in the previous subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently it is accounted for as an equity-accounted investment or as an available-for-sale financial asset depending on the level of influence retained.

Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.

(b) Foreign Currencies

Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of Group Entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the end of the reporting period are retranslated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortised cost in the functional currency at the beginning of the period, adjusted for effective interest and payments during the period, and the amortised cost in foreign currency translated at the exchange rate at the end of the reporting period.

Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Non-monetary items in a foreign currency that are measured in terms of historical cost are translated using the exchange rate at the date of the transaction. Foreign currency differences arising on retranslation are recognised in profit and loss.

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NOTES TO THE FINANCIAL STATEMENTS
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(c) Financial Instruments

Non-derivative financial assets

The Group initially recognises loans and receivables and deposits on the date that they originated. All other financial assets (including assets designated at fair value through profit or loss) are recognised initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument.

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Group is recognised as a separate asset or liability.

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

The Group has the following non-derivative financial assets: loans and receivables and cash and cash equivalents.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses.

Loans and receivables comprise trade and other receivables.

Cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits held at call with banks, and other short-term highly liquid investments with original maturities of three months or less.

Non-derivative financial liabilities

The Group initially recognises debt securities issued on the date they originated. All other financial liabilities (including liabilities designated at fair value through profit or loss) are recognised initially on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument.

The Group derecognises a financial liability when its contractual obligations are discharged or cancelled or expire.

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

The Group classified non-derivative financial liabilities into the other financial liabilities category. Such financial liabilities are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortised cost using the effective interest rate method.

Other financial liabilities comprise trade and other payables.

Trade and other payables

These amounts represent liabilities for goods and services provided to the Group Entity prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.

(d) Property, Plant and Equipment

Recognition and measurement

Items of plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.

Cost includes expenditure that is directly attributable to the acquisition of the asset.

Items of property are measured at cost less accumulated impairment losses.

Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognised net within other income/other expenses in profit or loss. When revalued assets are sold, the amounts included in the revaluation reserve are transferred to retained earnings.

Depreciation

Depreciation is calculated over the depreciable amount, which is the cost of an asset, or other amount substituted for cost, less its residual value.

Depreciation is recognised in profit or loss on a straight line basis over the estimated useful lives of each part of an item of property, plant and equipment, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset.

The estimated useful lives for the current and comparative periods are as follows:

	2016	2015
Plant and equipment	3-30years	3-30years
Buildings	7-20years	7-20years
Furniture and Fittings	8-20years	8-20years
Leasehold Improvements	Nils	3years

Depreciation methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate.

Leasehold improvements are depreciated over the shorter of the lease term and the useful life of the assets.

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NOTES TO THE FINANCIAL STATEMENTS
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(e) Exploration and Evaluation Expenditure

Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves.

Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made.

• Amortisation

• When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.

• A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.

(f) Leases

Operating leases are leases in which a significant portion of the risks and rewards of ownership are not transferred to the Group Entity and are not recognised in the Group Entity’s statement of financial position.

Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease.

(g) Impairment

At each end of the reporting period, the Group Entity reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the assets carrying value. Any excess of the assets carrying value over its recoverable amount is expensed to the profit and loss. Impairment testing is performed bi-annually for intangible assets with indefinite lives.

Where it is not possible to estimate the recoverable amount of an individual asset, the Group Entity estimates the recoverable amount of the cash-generating unit to which the asset belongs.

(h) Employee Benefits Short-term employee benefits

Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled within 12 months of the end of the reporting period are recognised in employee provisions in respect of employees' services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled.

Superannuation

The amount charged to the profit and loss in respect of superannuation represents the contributions paid or payable by the Group Entity to the employees' superannuation funds. Employee Benefits on-costs

Employee benefit on-costs, including payroll tax, are recognised when paid or payable by the Group Entity. - Other long term employee benefits The Group’s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior period. That benefit is discounted to determine its present value, and the fair value of any related assets is deducted. The discount rate is the high yield interest rate at the reporting date. Any actuarial gains or losses are recognised in profit or loss in the period in which they arise. Share-based payment transactions The Company operates an employee share-based payment scheme. The fair value of the equity to which employees become entitled is measured at grant date and recognised as an expense over the vesting period, with a corresponding increase to an equity account. The fair value of shares is ascertained as the market bid price. Share-based payment transactions - Options The fair value of options is ascertained using a Black-Scholes pricing model which incorporates all market vesting conditions. The number of shares and options expected to vest is reviewed and adjusted at the end of the reporting period such that the amount recognised as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest. Share-based payment transactions – Performance Rights

The fair value of performance rights granted under Tranche 1, with the relative Total Shareholder Return (“TSR”) condition, is calculated at the date of grant using the Monte-Carlo simulation model, taking into account the impact of the TSR condition.

The fair value of performance rights granted under Tranche 2, with the material transaction condition, is calculated using the 5 Day Volume Weighted Average Share Price (VWAP).

(i) Provisions

A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as a finance cost.

Rehabilitation

A provision for rehabilitation is recognised if, as a result of exploration and development activities undertaken, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. The estimated future obligations include the costs of restoring the affected areas contained in the Group’s tenements.

Future rehabilitation costs will be reviewed annually and any changes in the estimate are reflected in the present value of the rehabilitation provision at each end of the reporting period. The initial estimate of rehabilitation is capitalised into the cost of the related asset and is amortised on the same basis as the related asset. Subsequent remeasurement of the provision for rehabilitation is recognised in Profit or Loss. The unwinding of the provision for rehabilitation is recognised as a finance cost.

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(j) Revenue

Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net of returns, trade allowances and duties and taxes paid.

Revenue from the sale of goods is recognised upon the delivery of goods to customers. Revenue from the rendering of a service is recognised upon the delivery of the service to the customers.

Revenue from the profit share arrangement is recognised on an accruals basis based on the contractual terms and substance of the relevant agreement.

All revenue is stated net of the amount of goods and services tax (GST).

(k) Finance Income and Finance Costs Finance income comprises interest income on funds invested. Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.

Finance costs comprise interest expense on borrowings, unwinding of the discount on provisions, unwinding of the discount on contingent liabilities, share based payments in relation to financing services and impairment losses recognised on financial assets. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest method.

Foreign currency gains and losses are reported on a net basis.

(l) Research & Development (“R&D”) incentives refundable Refundable tax incentives are accounted for by offsetting the refund against the original expenditure, capitalised expenditure or Plant and Equipment.

• (m) Income Tax

The charge for current income tax expense is based on the profit for the year adjusted for any non-assessable or disallowed items. It is calculated using the tax rates that have been enacted or are substantially enacted by the balance date.

Deferred tax is accounted for using the liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the statement of profit or loss and other comprehensive income except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity. Deferred income tax assets are recognised to the extent that it is probable that future taxable profits will be available against which deductible temporary differences can be utilised.

The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the Group Entity will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.

On 14 March 2012, Venturex Resources Limited, together with its 100% owned Australian subsidiaries (“Venturex Group”) formed a Tax Consolidated Group with an effective date of 1 July 2009. The consolidation allows the transfer of losses and assets between group companies for income tax purposes giving the Venturex Group flexibility to commercially structure its business.

(n) Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense.

Receivables and payables in the statement of financial position are shown inclusive of GST.

The net amount of GST recoverable from or payable is included as a current asset or liability in the statement of financial position.

Cash flows are presented in the statement of cashflows on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.

• (o) Earnings per Share

The Group Entity presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic earnings per share is calculated by dividing the profit or loss after income tax attributable to ordinary Shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share is calculated by dividing the profit or loss after income tax attributable to ordinary Shareholders of the Company by the weighted average number of ordinary shares outstanding during the period, adjusted for the effects of all dilutive potential ordinary shares, which comprise share options granted to employees.

(p) Segment Reporting

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that related to transactions with any of the Group’s other components. A geographical segment is engaged in providing products or services within a particular economic environment and is subject to risks and returns that are different from those of segments operating in other economic environments.

(q) Share Capital

Ordinary shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options and performance rights are recognised as a deduction from equity, net of any tax effects.

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(r) Use of Estimates and Judgments

Management is required to make judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstance, the results of which form the basis of making the judgements. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. Critical judgements in applying the entity’s accounting policies The following are the critical judgements (apart from those involving estimations, which are dealt with below), that Management has made in the process of applying the Group’s accounting policies and that have the most significant effect on the amounts recognised in the financial statements:

Impairment of assets and exploration and evaluation expenditure

The Group Entity determines whether non-current assets should be assessed for impairment based on identified impairment triggers. At each reporting date Management assesses the impairment triggers based on their knowledge and judgement. Key sources of estimation uncertainty

The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year:

Exploration and evaluation expenditure

The exploration and evaluation expenditure is reviewed regularly to ensure that the capitalised expenditure is only carried forward to the extent that it is expected to be recouped through the successful development of the areas of interest or when activities in the areas of interest have not yet reached a stage which permit reasonable assessment of the existence of economically recoverable reserves.

Share-based payment transactions – performance rights

The Company measures the cost of equity-settled transactions with Directors and Key Management Personnel and service providers by reference to the fair value of the performance rights at the date at which they are granted.

The fair value at grant date for the performance rights issued under Tranche 1 with the relative Total Shareholder Return (“TSR”) condition is calculated using a Monte-Carlo simulation model, taking into account the impact of the TSR condition.

The fair value of performance rights issued under Tranche 2, with the material transaction condition is calculated using the 5 Day Volume Weighted Average Share Price (VWAP).

Provision for rehabilitation

The provision for rehabilitation is based on the present obligations of the estimates of the future sacrifice of economic benefits required to meet the environmental liabilities on the Group’s tenements. The Group has considered the provision for rehabilitation for its exploration tenements based on reports conducted by independent consultants. The Group has estimated the increase in costs over time for rehabilitation would increase by the Consumer Price Index, and the discount value in determining the present value of the provision for rehabilitation would be the high interest yield rate.

Estimate of useful lives of assets

The estimation of the useful lives of assets has been based on Taxation Ruling TR 2016/1 and historical experience. The condition of the assets is assessed at year end and considered against the remaining useful life. Details of the useful lives of property, plant and equipment are set out in Note 1(d).

• (s) New Accounting Standard for Application in Future Periods

The following new/amended accounting standards and interpretations have been issued, but are not mandatory for financial years ended 30 June 2016. They have not been adopted in preparing the financial statements for the year ended 30 June 2016 and are expected to impact the entity in the period of initial application. In all cases the entity intends to apply these standards from application date as indicated below.

Financial Instruments

AASB reference: AASB 9 (issued December 2014)

Application date: Annual reporting periods beginning on or after 1 January 2018

Classification and measurement

Nature of Change: AASB 9 amendments the classification and measurement of financial assets:

• Financial assets will either be measured at amortised cost, fair value through other comprehensive income (FVTOCI) or fair value through profit or loss (FVTPL).

• Financial assets are measured at amortised cost or FVTOCI if certain restrictive conditions are met. All other financial assets are measured at FVTPL.

• All investments in equity instruments will be measured at fair value. For those investments in equity instruments that are not held for trading, there is an irrevocable election to present gains and losses in OCI. Dividends will be recognised in profit or loss.

The following requirements have generally been carried forward unchanged from AASB 139 Financial Instruments: Recognition and Measurement into AASB 9:

• • Classification and measurement of financial liabilities, and

• • Derecognition requirements for financial assets and liabilities.

However, AASB 9 requires that gains or losses on financial liabilities measured at fair value are recognised in profit or loss, except that the effects of changes in the liability’s credit risk are recognised in other comprehensive income.

Impact on Initial Application: Adoption of AASB 9 is only mandatory for the year ending 30 June 2019. The entity has not yet made an assessment of the impact of these amendments.

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Impairment

Nature of Change: The new impairment model in AASB 9 is now based on an ‘expected loss’ model rather than an ‘incurred loss’ model.

A complex three stage model applies to debt instruments at amortised cost or at fair value through other comprehensive income for recognising impairment losses.

A simplified impairment model applies to trade receivables and lease receivables with maturities that are less than 12 months.

For trade receivables and lease receivables with maturity longer than 12 months, entities have a choice of applying the complex three stage model or the simplified model.

Impact on Initial Application: Adoption of AASB 9 is only mandatory for the year ending 30 June 2019. The entity has not yet made an assessment of the impact of these amendments.

Hedge accounting

Nature of Change: Under the new hedge accounting requirements:

• The 80-125% highly effective threshold has been removed

• Risk components of non-financial items can qualify for hedge accounting provided that the risk component is separately identifiable and reliably measurable

• An aggregated position (i.e. combination of a derivative and a non-derivative) can qualify for hedge accounting provided that it is managed as one risk exposure

• When entities designate the intrinsic value of options, the initial time value is deferred in OCI and subsequent changes in time value are recognised in OCI

• • When entities designate only the spot element of a forward contract, the forward points can be deferred in OCI and subsequent changes in forward points are recognised in OCI. Initial foreign currency basis spread can also be deferred in OCI with subsequent changes be recognised in OCI

• • Net foreign exchange cash flow positions can qualify for hedge accounting.

Impact on Initial Application: Adoption of AASB 9 is only mandatory for the year ending 30 June 2019. The entity currently does not apply hedge accounting and therefore there will be no impact from these amendments.

Revenue from Contracts with Customers

AASB reference: AASB 15 (issued December 2014)

Nature of Change: An entity will recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This means that revenue will be recognised when control of goods or services is transferred, rather than on transfer of risks and rewards as is currently the case under IAS 18 Revenue.

Application date: Annual reporting periods beginning on or after 1 January 2018

Impact on Initial Application: Due to the recent release of this standard, the entity has not yet made a detailed assessment of the impact of this standard.

Leases

AASB reference: AASB 16 (issued February 2016)

Nature of Change: AASB 16 eliminates the operating and finance lease classifications for lessees currently accounted for under AASB 117 Leases. It instead requires an entity to bring most leases onto its balance sheet in a similar way to how existing finance leases are treated under AASB 117. An entity will be required to recognise a lease liability and a right of use asset in its balance sheet for most leases. There are some optional exemptions for leases with a period of 12 months or less and for low value leases. Lessor accounting remains largely unchanged from AASB 117.

Application date: Annual reporting periods beginning on or after 1 January 2019.

Impact on Initial Application: Due to the recent release of this standard, the entity has not yet made a detailed assessment of the impact of this standard.

Amendments to Australian Accounting Standards - Annual Improvements to Australian Accounting Standards 2012-2014 Cycle

AASB reference: AASB 2015-1 (issued January 2015)

Nature of Change: Non-urgent but necessary changes to standards

Application date: Annual reporting periods beginning on or after 1 January 2016

Impact on Initial Application: These amendments affect presentation and disclosures only. Therefore on first time adoption of these amendments on 1 July 2016, comparatives will need to be restated in line with presentation and note ordering.

(t) Adoption of New and Revised Accounting Standards

During the year, the Group Entity adopted all of the new and revised Australian Accounting Standards and Interpretations applicable to its operations which became mandatory. The adoption of these standards has not significantly impacted the recognition, measurement and disclosure of the transactions of the Group Entity and its consolidated financial statements for the financial year ended 30 June 2016.

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NOTES TO THE FINANCIAL STATEMENTS
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Note 2 – Revenue and Other Income

Note (a) Revenue - Interest income on bank deposits - SX-EW Profit Share i (b) Other Income Non-operating activities - Gain on disposal of assets held for sale - Other income Total other income	2016 2015 $ $ 11,285 53,167 782,945 313,067
	794,230 366,234
	3,179 754,393 6,368 3,651
	9,547 758,044

i Blackrock Metals Pty. Ltd. (“Blackrock”) has access rights to the existing Whim Creek oxide copper processing site to refurbish an existing five tonne per day solvent extraction and electrowinning (“SX-EW”) treatment facility and reprocess the existing heap leach pads to recover copper metal. In return Blackrock is required to pay Venturex a 30% Net Profit Interest (“NPI”) from 1 January 2016, previously 15% .

Note 3 - Other Expenses

Note Administrative expense - Compliance - Depreciation - Operating Leases 19 - Gain on derecognition of stamp duty - Other administrative expenses Administrative expense Corporate expense - Auditing and taxation - Entertainment expenses - Legal cost - Recruitment expenses - Travel expenses Corporate expense Directors, employees and consultants fee - Directors and employee fee - Consultants fee - Share based payments 17 Directors, employees and consultants fee Exploration and evaluation expense - Exploration and evaluation expense Exploration and evaluation expense Impairment/Write-off - Write-off / Impairment of capitalised exploration 12 - Write-off property, plant and equipment 11 - Write-off / Impairment of trade and other receivables Impairment/Write-off Note 4 - Finance Income and Finance Costs Note Recognised in profit or loss Interest expense on financial liabilities measured at amortised cost (being Mine Rehabilitation Provision) 14 Re-estimation adjustment on site rehabilitation provision 14 Interest expense Net finance costs recognised in profit or loss	2016 2015 $ $ 43,344 38,515 192,102 278,410 24,441 227,322 (330,770) - 328,825 69,658
	257,942 613,905
	51,271 116,025 2,538 247 4,838 65,555 - 15,000 29,882 31,719
	88,529 228,546
	360,744 666,330 208,630 381,395 54,418 5,484
	623,792 1,053,209
	93,743 511,544
	93,743 511,544
	2,055,767 42,087,264 - 33,143 (405) 4,454
	2,055,362 42,124,861
	2016 2015 $ $ (303,501) (72,821) (358,191) 2,462,332 (1,811) (1,809)
	(663,503) 2,387,702

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Note 5 - Income Tax Expense

Note 5 - Income Tax Expense
(a) Income tax recognised in profit or loss Current tax expense Deferred tax (credit) expense Total income tax expense (b) Loss before tax Income tax using the domestic corporation tax rate of 30% (2015: 30%) Increase/(decrease) in income tax expense due to: Non-deductible expenses Deductible expenses Tax losses not brought to account Income tax (credit) expense	2016 2015 $ $ - - - -
	- -
	(2,979,094) (41,379,520)
	(893,728) (12,413,856)
	723,628 12,733,900 (404,137) (515,091) 574,237 195,047
	- -

(c) Unrecognised deferred tax liabilities The Group Entity has a legally enforceable right to set off current tax assets against current tax liabilities, and intends to settle on a net basis. Deferred tax liabilities not brought to account, are as follows:

Taxable temporary differences	2016 2015 $ $ 3,594,117 3,435,342
	3,594,117 3,435,342

• (d) Unrecognised deferred tax assets

The Group Entity has not recognised deferred tax assets. This future income tax benefit will only be obtained if:

• the Group Entity derives future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the losses to be realised;

• the Group Entity continues to comply with the conditions for deductibility imposed by tax legislation;

• no changes in tax legislation adversely affect the Group Entity in realising the benefit.

Deferred tax assets not brought to account, the benefits of which will only be realised if the conditions for deductibility set out above occur, are as follows:

Deductible temporary differences Tax losses	2016 2015 $ $ 6,415,863 6,653,696 19,810,767 18,383,481
	26,226,630 25,037,177

(e) Tax consolidation

On 14 March 2012, Venturex Resources Limited, together with its 100% owned Australian subsidiaries (“Venturex Group”) formed a Tax Consolidated Group with an effective date of 1 July 2009. The consolidation allows the transfer of losses and assets between group companies for income tax purposes giving the Venturex Group flexibility to commercially structure its business.

Note 6 - Auditor’s Remuneration

Note 6 - Auditor’s Remuneration
Remuneration of the auditor of the Group Entity for: auditing or reviewing the financial report Note 7 - Loss per Share (a) Basic and diluted loss per share (cents) (b) Net loss used in the calculation of basic loss per share and diluted loss per share (c) Weighted average number of ordinary shares outstanding during the year used in calculating basic loss per share and diluted loss per share	2016 2015 $ $ 30,724 33,256
	30,724 33,256
	2016 2015 (0.18) (2.67) ($2,979,094) ($41,379,520) 1,651,908,742 1,547,869,181

The Company’s potential ordinary shares are not considered dilutive and accordingly the basic loss per share is the same as the dilutive loss per share.

Note 8 - Cash and Cash Equivalents

Cash at bank Call deposits Total cash and cash equivalents Note 9 - Trade and Other Receivables Trade and other receivables Provision for impairment Total Trade and other receivables	2016 2015 $ $ 681,000 556,536 47,231 502,635
	728,231 1,059,171
	2016 2015 $ $ 83,285 285,644 - (4,454)
	83,285 281,190

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Note 10 - Other Assets
		2016	2015
		$	$
Prepayments		49,749	79,003
Cash backed rental bonds		15,000	62,231
Total Other Assets		64,749	141,234
Note 11 - Property, Plant and Equipment
		2016	2015
		$	$
Property, Plant and Equipment:
At cost		2,947,606	2,968,994
Accumulated depreciation		(1,504,679)	(1,308,574)
Total Property, Plant and Equipment		1,442,927	1,660,420
Movements in Carrying Amounts
Movements in carrying amounts for each class of property, plant and equipment,		between the	beginning and the
financial year.
		2016	2015
	Note	$	$
Total Property, Plant and Equipment
Carrying amount at the beginning of year		1,660,420	2,111,908
Additions		8,839	-
Disposals		-	(96,386)
Depreciation expense		(192,103)	(278,410)
R&D tax offset received		(34,229)	(41,075)
Write Off		-	(33,143)
Effects of movement in exchange rate		-	(2,474)
Carrying amount at the end of year		1,442,927	1,660,420
Property
Carrying amount at the beginning of year		20,000	20,000
Carrying amount at the end of year		20,000	20,000
Buildings
Carrying amount at the beginning of year		112,912	183,969
Depreciation expense		(71,252)	(71,057)
Carrying amount at the end of year		41,660	112,912
Leasehold Improvements
Carrying amount at the beginning of year		1,192	7,894
Depreciation expense		(1,192)	(6,702)
Carrying amount at the end of year		-	1,192
Plant and Equipment
Carrying amount at the beginning of year		1,526,316	1,900,045
Additions		8,839	-
Disposals		-	(96,386)
Depreciation expense		(119,659)	(200,651)
R&D tax offset received		(34,229)	(41,075)
Write Off	3	-	(33,143)
Effects of movement in exchange rate		-	(2,474)
Carrying amount at the end of year		1,381,267	1,526,316
Note 12 – Exploration and Evaluation Expenditure
		2016	2015
Exploration & evaluation expenditure
At cost		62,005,377	64,964,176
Accumulated impairment loss		(38,949,814)	(41,410,836)
Net carrying value		23,055,563	23,553,340
Movements in Carrying Amounts of exploration and evaluation expenditure
	Note	2016	2015
		$	$
Exploration & evaluation expenditure
Balance at the beginning of year		23,553,340	65,274,278
Additions incurred during the year		1,585,011	1,127,973
Disposals incurred during the year	a	-	(387,500)
Write off / Impairment loss	3,12a	(2,055,767)	(42,087,264)
R&D tax offset received		(27,021)	(374,147)
Closing carrying value at the end of year		23,055,563	23,553,340

Movements in carrying amounts for each class of property, plant and equipment, between the beginning and the end of the current financial year.

The recoverability of exploration & evaluation expenditure is dependent upon further exploration and exploitation of commercially viable mineral deposits.

During 2015, following a review of technical, economic and contractual aspects of the following Projects, the Directors of the Group Entity concluded that the carrying values on the following projects were overstated. Therefore the Group Entity impaired $41,410,836 previously capitalised exploration expenditure.

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The recoverable amount of the exploration and evaluation expenditure was based on the fair value less costs of disposal, estimated using a non-binding offer received from Orion Finance Group for the sale of the assets on 22 May 2015. The fair value measurement was categorised as a Level 2 fair value.

The impairment has impacted the Australian Exploration operating segments – Refer to Note 22.

No further impairment has been identified in 2016 other than the write-off of $2,055,767 detailed below.

(a) Write Off / Impairment Loss Project Tenement Reason Date Salt Creek E47/924 Sold * 8 May 2015 Mt Satirist E47/2674 Surrendered 16 Oct 2014 Mt Panorama P45/2607 Surrendered 29Apr 2015 Liberty Indee E47/1796 Surrendered 05 May 2016 Salt Creek E47/1088 Surrendered 04 Aug 2015 Whim Creek E47/976 Surrendered 20 Apr 2016 Sulphur Springs E45/4447 Surrendered 16 Mar 2016 Salt Creek N/A Impairment N/A Whim Creek N/A Impairment N/A Sulphur Springs N/A Impairment N/A

2016 2015 - 574,971 - 91,029 - 10,428 417,178 - 846,004 - 786,373 - 6,212 - - 5,910,091 - 2,945,506 - 32,555,239

2,055,767 42,087,264

The tenements that have been sold or surrendered were non-core Exploration Tenements.

• The Company received net proceeds of $387,500 for the sale of E47/924, within the Salt Creek Tenement package on 8 May 2015.

Note 13 - Trade and Other Payables

Trade and other payables Accrued expenses Insurance premium funding Total Trade and Other Payables Note 14 - Provisions Note Stamp Duty : Opening balance at beginning of year Unused amounts reversed Balance at end of the year Mine Rehabilitation: Opening balance at beginning of year Increase (Decrease) in the discounted amount arising because of change in assumptions 3 Interest Expense 3 Balance at end of the year Total Provisions Current Non-current		2016 2015 $ $ 508,804 206,751 86,397 92,903 31,380 31,240
		626,581 330,894
		2016 2015 $ $ 330,770 330,770 (330,770) -
		- 330,770
		11,169,738 13,559,249 358,191 (2,462,332) 303,501 72,821
		11,831,430 11,169,738
		- 330,770 11,831,430 11,169,738
		11,831,430 11,500,508

Stamp Duty Provision

A provision for Stamp Duty has been recognised in relation to the acquisition of Venturex Pilbara Pty. Ltd. On 16 November 2015 the Company received notice from the Office of State Revenue that there was no payment required.

Mine Rehabilitation

In accordance with State government legislative requirements, a provision for mine rehabilitation has been recognised in relation to the Group Entity’s Whim Creek Mine. The basis for accounting is set out in Note 1(i).

The fair value of the mine rehabilitation model inputs used are as follows:

	2016	2015
Inflation Rate – CPI	1.00%	1.50%
High Yield Interest Rate	3.32%	4.20%
Estimated commencement of outflow	First Quarter 2023	First Quarter 2023

Contingent Liability

As part of the acquisition of Venturex Pilbara Pty. Ltd, Venturex included as part of the purchase consideration a future payment which is triggered by an announcement of its intention to commence mining operations on any of the tenements held by Venturex or its related bodies corporate, within 100 kilometres of Whim Creek. Venturex will issue such number of shares equal to $3,000,000 divided by the 30 day volume weighted average trading price of the Company’s shares trading on the ASX over the period ending on the day immediately prior to any announcement of the intention to commence mining operations by the Company. This is subject to receipt of all necessary Shareholder approvals, if not obtained; Venturex will instead pay the amount of $3,500,000 cash.

As a result of the Company’s decision to embark on an enhancement programme of the Pilbara Copper-Zinc Project, a definitive date for the commencement of mining is unable to be determined and no liability has been recognised during the year.

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Note 15 - Employee Benefits

2016 2015 $ $ Annual Leave: Opening balance at beginning of year 3,080 114,420 Additional provisions raised during year 16,226 74,076 Amounts used (10,342) (183,094) Effects of movement in exchange rate - (2,322) Balance at end of the year 8,964 3,080 Long Service Leave: Opening balance at beginning of year 11,709 22,553 Additional provisions raised during year 921 29,601 Amounts used - (19,546) Unused amounts reversed - (20,899) Balance at end of the year 12,630 11,709 Total Employee Benefits Current 8,946 3,080 Non-current 12,630 11,709 21,576 14,789 Note 16 – Capital and Reserves Note 2016 2015 $ $ Ordinary shares fully paid a 87,881,501 86,910,839 Share based payment reserve d(i) 54,418 - 87,935,919 86,910,839 (a) Ordinary Shares fully paid 2016 2016 2015 2015 No. $ No. $ At the beginning of reporting period 1,547,869,181 86,910,839 1,547,869,181 86,910,839 Shares issued during year (i) 198,325,414 991,627 - - Exercise of Options – Shares issued during the year - - - - Transaction costs relating to share issues (i) - (20,965) - - At end of the reporting period 1,746,194,595 87,881,501 1,547,869,181 86,910,839 (i) 2016 Details No. Issue Price $ $ 21-Dec-15 Shares issued under rights issue 198,325,414 0.005 991,627 Cost of raising capital - (20,965) 198,325,414 970,662 2015 Details No. Issue Price $ $ 30-Jun-15 Shares issued under rights issue - - - Cost of raising capital - - - -	2016 2015 $ $ Annual Leave: Opening balance at beginning of year 3,080 114,420 Additional provisions raised during year 16,226 74,076 Amounts used (10,342) (183,094) Effects of movement in exchange rate - (2,322) Balance at end of the year 8,964 3,080 Long Service Leave: Opening balance at beginning of year 11,709 22,553 Additional provisions raised during year 921 29,601 Amounts used - (19,546) Unused amounts reversed - (20,899) Balance at end of the year 12,630 11,709 Total Employee Benefits Current 8,946 3,080 Non-current 12,630 11,709 21,576 14,789 Note 16 – Capital and Reserves Note 2016 2015 $ $ Ordinary shares fully paid a 87,881,501 86,910,839 Share based payment reserve d(i) 54,418 - 87,935,919 86,910,839 (a) Ordinary Shares fully paid 2016 2016 2015 2015 No. $ No. $ At the beginning of reporting period 1,547,869,181 86,910,839 1,547,869,181 86,910,839 Shares issued during year (i) 198,325,414 991,627 - - Exercise of Options – Shares issued during the year - - - - Transaction costs relating to share issues (i) - (20,965) - - At end of the reporting period 1,746,194,595 87,881,501 1,547,869,181 86,910,839 (i) 2016 Details No. Issue Price $ $ 21-Dec-15 Shares issued under rights issue 198,325,414 0.005 991,627 Cost of raising capital - (20,965) 198,325,414 970,662 2015 Details No. Issue Price $ $ 30-Jun-15 Shares issued under rights issue - - - Cost of raising capital - - - -	2016 2015 $ $ Annual Leave: Opening balance at beginning of year 3,080 114,420 Additional provisions raised during year 16,226 74,076 Amounts used (10,342) (183,094) Effects of movement in exchange rate - (2,322) Balance at end of the year 8,964 3,080 Long Service Leave: Opening balance at beginning of year 11,709 22,553 Additional provisions raised during year 921 29,601 Amounts used - (19,546) Unused amounts reversed - (20,899) Balance at end of the year 12,630 11,709 Total Employee Benefits Current 8,946 3,080 Non-current 12,630 11,709 21,576 14,789 Note 16 – Capital and Reserves Note 2016 2015 $ $ Ordinary shares fully paid a 87,881,501 86,910,839 Share based payment reserve d(i) 54,418 - 87,935,919 86,910,839 (a) Ordinary Shares fully paid 2016 2016 2015 2015 No. $ No. $ At the beginning of reporting period 1,547,869,181 86,910,839 1,547,869,181 86,910,839 Shares issued during year (i) 198,325,414 991,627 - - Exercise of Options – Shares issued during the year - - - - Transaction costs relating to share issues (i) - (20,965) - - At end of the reporting period 1,746,194,595 87,881,501 1,547,869,181 86,910,839 (i) 2016 Details No. Issue Price $ $ 21-Dec-15 Shares issued under rights issue 198,325,414 0.005 991,627 Cost of raising capital - (20,965) 198,325,414 970,662 2015 Details No. Issue Price $ $ 30-Jun-15 Shares issued under rights issue - - - Cost of raising capital - - - -	2016 2015 $ $ Annual Leave: Opening balance at beginning of year 3,080 114,420 Additional provisions raised during year 16,226 74,076 Amounts used (10,342) (183,094) Effects of movement in exchange rate - (2,322) Balance at end of the year 8,964 3,080 Long Service Leave: Opening balance at beginning of year 11,709 22,553 Additional provisions raised during year 921 29,601 Amounts used - (19,546) Unused amounts reversed - (20,899) Balance at end of the year 12,630 11,709 Total Employee Benefits Current 8,946 3,080 Non-current 12,630 11,709 21,576 14,789 Note 16 – Capital and Reserves Note 2016 2015 $ $ Ordinary shares fully paid a 87,881,501 86,910,839 Share based payment reserve d(i) 54,418 - 87,935,919 86,910,839 (a) Ordinary Shares fully paid 2016 2016 2015 2015 No. $ No. $ At the beginning of reporting period 1,547,869,181 86,910,839 1,547,869,181 86,910,839 Shares issued during year (i) 198,325,414 991,627 - - Exercise of Options – Shares issued during the year - - - - Transaction costs relating to share issues (i) - (20,965) - - At end of the reporting period 1,746,194,595 87,881,501 1,547,869,181 86,910,839 (i) 2016 Details No. Issue Price $ $ 21-Dec-15 Shares issued under rights issue 198,325,414 0.005 991,627 Cost of raising capital - (20,965) 198,325,414 970,662 2015 Details No. Issue Price $ $ 30-Jun-15 Shares issued under rights issue - - - Cost of raising capital - - - -
	1,746,194,595	87,881,501 1,547,869,181 86,910,839
		No. Issue Price $ $ 198,325,414 0.005 991,627 - (20,965) 198,325,414 970,662 No. Issue Price $ $ - - - - - - -
			970,662
			$ - -
			-

(b) Terms and conditions of equity

Ordinary Shares

Ordinary shares have the right to receive dividends as declared and, in the event of winding up the Group Entity, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Ordinary shares entitle their holder to one vote, either in person or by proxy, at a Shareholder meeting of the Group Entity.

Options and Performance Rights

Options and Performance Rights do not have the right to receive dividends as declared and, in the event of winding up the Group Entity, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Options and Performance Rights do not entitle their holder to vote at a Shareholder meeting of the Group Entity.

Shares allotted pursuant to an exercise of options or Performance Rights shall rank from the date of allotment, equally with existing shares of the Group Entity in all respects.

(c) Capital Management

Management controls the capital of the Group Entity in order to ensure that the Group Entity can fund its exploration operations and continue as a going concern.

The Group Entity’s debt and capital includes ordinary share capital and financial liabilities, supported by financial assets. There are no externally imposed capital requirements.

Management effectively manages the Group Entity’s capital by assessing the Group Entity’s financial risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include the management of debt levels, distributions to Shareholders and share issues.

There have been no changes in the strategy adopted by Management to control the capital of the Group Entity since the prior year.

(d) Nature and purpose of reserves

i) Share based payment reserve;

The share based payment reserve is used to recognise the fair value of options and performance rights issued but not exercised.

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Note 17 - Share-Based Payments Reserve

Note 17 - Share-Based Payments Reserve
At beginning of the reporting period Unlisted Options & Performance Rights issued (i) Unlisted Options & Performance Rights expensed over vesting period (ii) Unlisted Options & Performance Rights exercised (iii) Unlisted Options & Performance Rights expired (iv) At end of the reporting period	2016 2015 $ $ - 402,763 54,418 - - 5,484 - - - (408,247)
	54,418 -

(i) Unlisted Options and Performance Rights issued. 2016 Details No. Fair Value $ 11-Dec-15 Issue of unlisted performance rights to Directors 9,683,098 0.0054 11-Dec-15 Issue of unlisted performance rights to Directors 9,683,099 0.0072 04-Mar-16 Issue of unlisted performance rights to Key Management Personnel 2,000,000 0.0024 04-Mar-16 Issue of unlisted performance rights to Employees and Contractors 5,000,000 0.0024 26,366,197

Value at Grant Date $ To Expense in future periods $ Expensed in 2016 $ 52,289 30,129 22,160 69,417 39,999 29,418 4,800 3,989 811 12,000 9,971 2,029

138,506 84,088 54,418

A total of 19,366,197 unlisted performance rights were granted to Directors during the year. 9,683,098 unlisted performance rights vest on 1 December 2016 and 9,683,099 vest on 1 December 2017. The value of these unlisted performance rights is $121,706, of which $51,578 was expensed during the financial year (2015: Nil). The Performance Rights have the following performance milestones attached to them. 9,683,098 will be assessed against a performance milestone based on the relative rating of the Total Shareholder Return (“TSR) for the Company against the TSR’s of a comparator peer group. 9,683,099 will be assessed against a “Material Transaction” occurring.

A total of 7,000,000 unlisted performance rights were granted to Key Management Personnel, Employees and Contractors during the year, vesting on 31 January 2018. The value of these unlisted performance rights is $16,800, of which $2,903 was expensed during the financial year (2015: Nil). These performance rights will be assessed against a performance milestone based on the relative rating of the Total Shareholder Return (“TSR”) for the Company against the TSR’s of a comparator peer group.

There were no Options or Performance Rights issued to Directors or Other Key Management Personnel during the financial year ending 30 June 2015.

• (ii) Unlisted Options and Performance Rights expensed over vesting period.

There were no Options or Performance Rights expensed over vesting period during the financial year ending 30 June 2016, other than the above.

other than the above.
2015 Details 02-Dec-13 Issue of options to Directors and Key Management Personnel	No. Fair Market Value $ 10,000,000 0.001 10,000,000	Value at Grant Date $ Expensed in 2015 $ 12,914 5,484
		12,914 5,484

• (iii) Unlisted Options or Performance Rights Exercised

There were no unlisted options or Performance Rights exercised for the year ended 30 June 2016 or 30 June 2015.

• (iv) Unlisted Options and Performance Rights Expired

No unlisted options or Performance Rights expired during the year ended 30 June 2016.

2015 Expiry Date Details 5-Dec-14 Expiry of Options – VXRAS 8-Jun-15 Expiry of Options – VXRAK 8-Jun-15 Expiry of Options – VXRAU 8-Jun-15 Expiry of Options – VXRAU	No. Fair Market Value $ (6,000,000) 0.035 (10,000,000) 0.016 (10,000,000) 0.002 (10,000,000) 0.001 (36,000,000)	Value at Grant Date $ Expensed over vesting period $ 213,749 (213,749) 165,086 (165,086) 16,498 (16,498) 12,914 (12,914)
		408,247 (408,247)

A total of 6,000,000 unlisted options expired on 5 December 2014. The value of these options is $213,749, of which $213,749 was reversed to accumulated losses during the year ended 30 June 2015.

A total of 10,000,000 unlisted options expired on 8 June 2015. The value of these options is $165,086, of which $165,086 was reversed to accumulated losses during the year ended 30 June 2015.

A total of 10,000,000 unlisted options expired on 8 June 2015. The value of these options is $16,498, of which $16,498 was reversed to accumulated losses during the year ended 30 June 2015.

A total of 10,000,000 unlisted options expired on 8 June 2015. The value of these options is $12,914, of which $12,914 was reversed to accumulated losses during the year ended 30 June 2015.

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(a) Changes in Unlisted Options and Performance Rights for Directors, Key Management Employees, Employees and Contractors, and Options to Acquire Goods and Services during the year are as follows:

2016 Exercise Price Expiry Date $ Unlisted Performance Rights (VXRAA) Nil 11-Dec-22 Unlisted Performance Rights (VXRAA) Nil 04-Mar-22 2015 Exercise Price Expiry Date $ Unlisted Options (VXRAS) 0.150 05-Dec-14 Unlisted Options (VXRAK) 0.120 22-Jul-15 Unlisted Options (VXRAU) 0.025 01-Dec-16 Unlisted Options (VXRAU) 0.035 01-Dec-16	Balance at beginning of year Issued during the year Exercised during the year Expired during the year Balance at end of year No. No. No. No. No. - 19,366,197 - - 19,366,197 - 7,000,000 - - 7,000,000
	- 26,366,197 - - 26,366,197
	Balance at beginning of year Issued during the year Exercised during the year Expired during the year Balance at end of year No. No. No. No. No. 6,000,000 - - (6,000,000) - 10,000,000 - - (10,000,000) - 10,000,000 - - (10,000,000) - 10,000,000 - - (10,000,000) -
	36,000,000 - - (36,000,000) -

• The Unlisted Options (VXRAU) expired on 8 June 2015. The Unlisted Options were issued to Michael Mulroney (previous Managing Director) and expired on stepping down to pursue other opportunities.

(b) Expenses Arising From Share-Based Payment Transactions

Total expenses arising from share-based payment transactions recognised during the year were as follows:

Compensation to Directors & Key Management Personnel Compensation to Employees & Contractors	2015 2015 $ $ 52,389 5,484 2,029 -
	54,418 5,484

Note 18 - Fair Value of Options and Performance Rights Granted

Unlisted Performance Rights with TSR conditions

The fair value of performance rights granted under Tranche 1, with the relative Total Shareholder Return (“TSR”) condition is calculated at the grant date using the Monte Carlo simulation model, taking into account the impact of the TSR condition.

The price history and volatilities for the Company and each stock in the peer group were calculated.

The model inputs used for performance rights with relative TSR conditions granted during the period included:

	2016	2015
Underlying share price on grant date	$0.003 to $0.007	Nil
Strike Price	Nil	Nil
Risk free interest rate	1.95% to 2.00%	Nil
Expected dividend yield	Nil	Nil

Unlisted Performance Rights with Material Transactions conditions

The fair value of performance rights granted under Tranche 2, with the relative Material Transactions condition is calculated at the Volume Weighted Average Price (VWAP) of Shares on the day of issue.

A summary of options and performance rights granted, and a summary of options and performance rights outstanding at the end of the year are detailed in Note 17.

Note 19 - Operating Leases

Leases as lessee

Non-cancellable operating lease rentals are payable as follows:

not later than 12 months between 12 months and 5 years greater than 5 years	2016 2015 $ $ 1,218 24,441 - 1,218 - -
	1,218 25,659

The Group Entity leases a building in West Perth and office equipment under operating leases.

The small appliances lease runs for a period of 5 years, with an option to renew the lease after that date. Lease payments are fixed for the duration of the lease.

During the financial year ended 30 June 2016, $24,441 was recognised as an expense in the profit or loss in respect of operating leases (2015: $227,322).

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Note 20 - Capital Commitments

Exploration expenditure commitments

In order to maintain current rights of tenure to exploration tenements, the Group Entity is required to comply with the minimum expenditure obligations under the Mining Act. These obligations have been met, or the appropriate exemptions have been granted. The future obligations which are subject to renegotiation when an application for a mining lease is made and at other times are not provided for in the financial statements. Capital expenditure contracted for at the end of the reporting period but not recognised as liabilities is as follows:

- not later than 12 months - between 12 months and 5 years - greater than 5 years	2016 2015 $ $ 1,054,768 1,319,225 - - - -
	1,054,768 1,319,225

Note 21 - Contingencies

The Group Entity’s contingencies are as follows:

• As part of the acquisition of Venturex Pilbara Pty. Ltd, Venturex included as part of the purchase consideration a contingent liability. This is based upon an announcement of the Company’s intention to commence mining operations on any of the tenements held by Venturex or its related bodies corporate, within 100 kilometres of Whim Creek. Venturex will issue such number of shares equal to $3,000,000 divided by the 30 day volume weighted average trading price of the Company’s shares trading on the ASX over the period ending on the day immediately prior to any announcement of the intention to commence mining operations by the Company. This is subject to receipt of all necessary Shareholder approvals. If approval is not obtained, Venturex will instead pay the amount of $3,500,000 cash.

• As part of the acquisition of Venturex Sulphur Springs Pty. Ltd. Venturex included as part of the purchase consideration the grant of zinc off-take rights to Toho Zinc capped at 230,000t of zinc in zinc concentrate from Sulphur Springs (or Venturex’s other Pilbara Operations) on international benchmark terms.

• As part of the acquisition of Kangaroo Caves M45/587, Venturex included as part of the purchase consideration for the granting of an uncapped royalty of $2.00 per dry metric tonne for any ore mined and processed from the Kangaroo Caves tenement.

The contingencies will only become payable if favourable economic and infrastructure conditions exist to justify the mining and processing of the ore. These conditions are influenced by numerous external factors for which there is no certainty, and therefore, the Group Entity has made no provision in its account for these potential contingent liabilities.

Note 22 - Operating Segments

The full Board of Directors, who are the chief operating decision makers, has identified two reportable segments from a geographical prospective with the mineral exploration segments being Australian and Brazilian segments. The Company disposed of the Brazilian subsidiary incorporated in Brazil; CMG Mineração Ltda. on 18 May 2015.

Management assesses the performance of the operating segments based on a measure of exploration and evaluation expenditure for each geographical area. The measure excludes items such as the effects of share based payments expenses, interest income and corporate expenses as these activities are centralised.

2016 Segment revenue Segment other income Segment loss Total segment loss Inter-segment loss Net segment loss Total segment assets Total segment liabilities 2015 Segment revenue Segment other income Segment loss Total segment loss Inter-segment loss Net segment loss Total segment assets Total segment liabilities	Australia Brazil Total $ $ $ - - -
	- - -
	(3,489,849) - (3,489,849) - - -
	(3,489,849) - (3,489,849)
	25,374,755 - 25,374,755
	(12,479,605) - (12,479,605)
	- - -
	- - -
	(40,684,958) (765,631) (41,450,589) - - -
	(40,684,958) (765,631) (41,450,589)
	26,695,355 - 26,695,355
	(11,846,191) - (11,846,191)

Reconciliation of segment result to Group net loss before tax is provided as follows:

Net segment loss Corporate items: Interest revenue 2 Other revenue 2 Administrative expense 3 Employee and Directors; benefits expense 3 Net loss before tax from continuing operations	2016 2015 $ $ (3,489,849) (41,450,589) 11,285 53,167 792,492 1,071,111 330,770 - (623,792) (1,053,209) (2,979,094) (41,379,520)

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Note 23 - Cash Flow Information

Note 23 - Cash Flow Information
Note (a) Reconciliation of Cash Flow from Operations with Comprehensive Income Loss for the period Add back depreciation expense 11 Add back interest from other parties Add back share based payment expense 17b Add back write-off/impairment of area of interest 12 Add back income from investing activities Add back re-estimation of rehabilitation provision 14 Add back unwind of discount on rehabilitation 14 Add back derecognition of foreign currency reserve Net Gain on sale of plant & equipment Add back impairment of plant & equipment 11 Decreases in other receivable Decreases in other current assets Decreases in accounts payable Increases (Decreases) in employee provisions Decreases in other current liabilities Cash flow used in operations	2016 2015 $ $ (2,979,094) (41,379,520) 192,102 278,732 (1,783) (1,475) 54,418 5,484 2,055,767 42,087,264 (47,231) - 358,191 (2,462,332) 303,501 72,821 - 223,665 (4,997) (754,392) - 33,143 270,930 706,892 55,757 37,988 (33,350) (162,023) 6,806 (121,246) (330,770) -
	(99,753) (1,434,999)

(b) Non-Cash Financing and Investing Activities

Share and Option Issues

These are no shares and options issued that are not reflected in the Cash Flow Information for the year ended 30 June 2016 and 30 June 2015.

Note 24 - Controlled Entities

Note 24 - Controlled Entities
	Country of Incorporation	Percentage Owned (%)*
		2016	2015
Company:
Venturex Resources Limited	Australia
Subsidiaries of Venturex Resources Limited:
Jutt Resources Pty. Ltd.	Australia	100	100
Juranium Pty. Ltd.	Australia	100	100
CMG Gold Ltd.	Australia	100	100
Venturex Pilbara Pty. Ltd.	Australia	100	100
Venturex Sulphur Springs Pty. Ltd.	Australia	100	100

• Percentage of voting power is in proportion to ownership.

Note 25 - Events after the Reporting Period

On 03 August 2016 the Company issued 166,666,667 fully paid ordinary shares at 0.6 cents per share to raise $1,000,000 before expenses, to sophisticated and professional investor clients of Euroz Securities.

As part of the issue of shares to sophisticated and professional investor clients of Euroz Securities the Company issued 83,333,342 unlisted options.

 41,666,671 are exercisable at 1.5c per share within 12 months and expire on 03 August 2017.  41,666,671 are exercisable at 3c per share within 24 months and expire on 03 August 2018

On 31 August 2016 the Company issued 508,454,202 fully paid ordinary shares at 0.6 cents per share to raise $3,050,725 before expenses, through its Non-Renounceable Entitlement Issue.

As part of the Non-Renounceable Entitlement Issue the Company issued 254,227,158 unlisted options.

 127,113,579 are exercisable at 1.5c per share within 12 months and expire on 31 August 2017.  127,113,579 are exercisable at 3c per share within 24 months and expire on 31 August 2018

On 8 September 2016 the Company issued the 190,053,632 fully paid ordinary shares at 0.6 cents per share to raise $1,140,321 before expenses, to sophisticated and professional investor clients of Euroz Securities, through the Shortfall Shares from its Non-Renounceable Entitlement Issue.

As part of the issue of Shortfall shares to sophisticated and professional investor clients of Euroz Securities the Company issued 95,026,826 unlisted options.

 47,513,413 are exercisable at 1.5c per share within 12 months and expire on 31 August 2017.  47,513,413 are exercisable at 3c per share within 24 months and expire on 31 August 2018

There has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the Directors of the Group Entity, to affect significantly the operations of the Group Entity, the results of those operations, or the state of affairs of the Group Entity, in future financial years.

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Note 26 - Deed of Cross Guarantee

Pursuant to ASIC Class Order 98/1418 (as amended) dated 13 August 1998, the wholly-owned subsidiaries listed below are relieved from the Corporations Act 2001 requirements for preparation, audit and lodgement of financial reports, and Director’s reports.

It is a condition of the Class Order that the Company and each of the subsidiaries enter into a Deed of Cross Guarantee. The effect of the Deed is that the Company guarantees to each creditor payment in full of any debt in the event of winding up of any of the subsidiaries under certain provisions of the Corporations Act 2001. If a winding up occurs under other provisions of the Act, the Company will only be liable in the event that after six months any creditor has not been paid in full.

The subsidiary subject to the Deed of Cross Guarantee is CMG Gold Ltd.

CMG Gold Ltd. became a party to the Deed of Cross Guarantee on 11 June 2010.

A consolidated statement of profit or loss and other comprehensive income and consolidated statement of financial position, comprising the Company and controlled entity which is a party to the Deed, after eliminating all transactions between parties to the Deed of Cross Guarantee, for the year ended 30 June 2016 is set out as follows:

Consolidated Statement of Profit or Loss and Other Comprehensive Income for Closed Group

Revenue and Other Income Administrative expense Corporate expense Directors, employees and consultants fee Exploration and evaluation expense Closure costs Impairment/write off of intercompany investment Impairment/write off of intercompany receivables Impairment/write off of trade and other receivables Impairment/write off of plant and equipment Finance costs Gain on derecognition of foreign currency reserve Loss before income tax Income tax expense Loss after income tax attributable to the owners of the company Other comprehensive income Items that may be reclassified to profit and loss: Foreign currency translation differences – foreign operations Other comprehensive income for the period, net of tax Total comprehensive loss for the period attributable to owners of the Company Consolidated Statement of Financial Position for Closed Group Assets Current assets Cash and cash equivalents Trade and other receivables Other assets Total current assets Intercompany investments Plant and equipment Intercompany loans Total non-current assets Total assets Liabilities Current liabilities Trade and other payables Provisions Employee benefits Total current liabilities Non-current liabilities Intercompany loans Employee benefits Total non-current liabilities Total liabilities Net assets Equity Issued capital Reserves Accumulated losses Total equity	2016 2015 $ $ 348,423 56,795 (321,558) (342,110) (87,958) (220,534) (683,223) (929,084) 15 (398,377) - (135,770) - (16,961,702) (2,355,896) (6,385,553) 405 (4,454) - (33,143) (1,812) (1,809) - (223,665)
	(3,101,604) (25,579,406) - -
	(3,101,604) (25,579,406)
	- 219,930
	- 219,930
	(3,101,604) (25,359,476)
	2016 2015 $ $ 728,231 1,059,171 3,921 9,312 63,350 119,107
	795,502 1,187,590
	1,439,883 1,190,791 31,885 38,477 11,341,072 13,368,651
	12,812,840 14,597,919
	13,608,342 15,785,509
	481,839 259,459 - 330,770 8,964 3,080
	490,803 593,309
	209,760 210,006 12,630 11,709
	222,390 221,715
	713,193 815,024
	12,895,149 14,970,485
	87,881,501 86,910,839 54,418 - (75,040,770) (71,940,354)
	12,895,149 14,970,485

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Note 27 - Related Party Transactions

Key Management Personnel Compensation

The aggregate compensation made to Directors and Key Management Personnel of the Group Entity is set out below:

Short-term employee benefits Post-employment benefits Share-based payments	2016 2015 $ $ 610,010 671,556 24,800 35,660 52,389 5,484
	687,199 712,700

Related Party Transactions

Transactions between related parties are on normal commercial terms and conditions and are no more favourable than those available to other parties unless otherwise stated.

• (a) Ultimate Parent Company

The ultimate parent Company within the Group Entity is Venturex Resources Limited which is incorporated in Australia.

• (b) Subsidiaries

Interests in subsidiaries are set out in Note 24.

(c) Key Management Personnel

Disclosures relating to Key Management Personnel are set out in the Directors Report. There were no loans to Key Management Personnel or other transactions with Key Management Personnel during the year.

• (d) Loans to/from related parties Venturex Resources Limited loaned $577,619 (2015 Repaid: $407,816) to wholly owned subsidiaries.

The loans are unsecured, interest rate free (2015: interest rate free) and repayable on demand. There were no repayments made during the year.

Note 28 - Parent Information

The following details information related to the Company, Venturex Resources Ltd, at 30 June 2016. The information presented here has been prepared using consistent accounting policies as presented in Note 1.

Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Contributed equity Reserves Accumulated losses Total Equity Profit / (loss) for the year Other comprehensive income for the year Total comprehensive income for the year	2016 2015 $ $ 795,502 1,187,552 12,812,840 14,597,956
	13,608,342 15,785,508 490,803 593,309 222,390 221,715
	713,193 815,024 87,881,501 86,910,839 54,418 - (75,040,770) (71,940,355)
	12,895,149 **14,970,484 **
	(3,100,415) (39,819,476) - -
	(3,100,415) (39,819,476)

Guarantees Entered into by the Parent Entity in Relation to Debts of its Subsidiaries

The Parent Entity entered into a Deed of Cross Guarantee in relation to the debts of its subsidiaries during the year ended 30 June 2011 (refer to Note 26).

Commitments and Contingent Liabilities

The Parent Entity has commitments in the form of Operating Leases in relation to Office Premises and Office Equipment (refer to Note 19).

The Parent Entity also has a contingent liability as part of the acquisition of Venturex Pilbara Pty. Ltd. of a future payment of $3,000,000 which is triggered by an announcement of its intention to commence mining operations on any of the tenements held by Venturex or its related bodies corporate, within 100 kilometres of Whim Creek (refer to Notes 14 and 21).

Note 29 - Financial Instruments

• (a) Financial Instruments

The Group Entity's financial instruments consist of cash and cash equivalents, trade and other receivables and trade and other payables.

The Group Entity does not have any derivative instruments at 30 June 2016 (2015: nil).

• (b) Significant accounting policies

Details of significant accounting policies and methods adopted, including the criteria for recognition, the basis for measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in Note 1 to the financial statements.

• (c) Financial Risk Management

The main risks the Group Entity is exposed to through its operations are interest rate risk, credit risk and liquidity risks.

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(d) Interest Rate Risk

Interest rate risk is the risk that a financial instruments value will fluctuate as a result of changes in market interest rates. The Group Entity’s interest rate risk primarily arises from cash and cash equivalents and long term deposits held. Risk is managed by regular monitoring of the fluctuations of the interest rates. The effective weighted average interest rate on classes of financial assets and financial liabilities is as follows:

Note Weighted Average Effective Interest Rate 2016 Financial Assets: Cash and cash equivalents 8 0.6% Trade and other receivables 9 - Other assets 10 2.2% Total Financial Assets Financial Liabilities: Trade and other payables 13 Total Financial Liabilities 2015 Financial Assets: Cash and cash equivalents 8 1.6% Trade and other receivables 9 - Other assets 10 2.15% Total Financial Assets Financial Liabilities: Trade and other payables 13 Total Financial Liabilities	Floating Interest Rate Non-Interest Bearing Total $ $ $ 728,231 - 728,231 - 83,285 83,285 15,000 - 15,000
	743,231 83,285 826,516
	- 626,581 626,581
	- 626,581 626,581
	1,059,171 - 1,059,171 - 281,190 281,190 62,231 - 62,231
	1,121,402 281,190 1,402,592
	- 330,896 330,896
	- 330,896 330,896

Interest rate sensitivity analysis

The following table indicates the impact on how profit or loss income and equity values reported at balance date would have been affected by 2% changes in the interest rates. This sensitivity assumes that the movement in a particular variable is independent of other variables:

+/- 2% in interest rates - Year ended 30 June 2016 - Year ended 30 June 2015	Profit or Loss Income Equity $ $
	+/-15,000 -
	+/-22,000 -

(e) Credit Risk

Credit risk is the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group Entity. The Group Entity is exposed to credit risk via its cash and cash equivalents and trade and other receivables. To reduce risk exposure for the Group Entity's cash and cash equivalents, it places them with high credit quality financial institutions.

The Group Entity has analysed its trade and other receivables below. Trade and other receivables disclosed below have been impaired by Nil (2015: $4,454).

Note 2016 Trade and other receivables 9 2015 Trade and other receivables 9	0-30 days 30-60 days 60-90 days 90+day Total
	81,731 - - 1,554 83,285
	281,190 - - - 281,190

(f) Liquidity Risk

The Group Entity is exposed to liquidity risk via its trade and other payables. Liquidity risk is the risk that the Group Entity will encounter difficulty in raising funds to meet the commitments associated with its financial liabilities. Responsibility for liquidity risk rests with the Board who manage liquidity risk by monitoring undiscounted cash flow forecasts and actual cash flows provided to them by the Group Entity's Management at Board meetings to ensure that the Group Entity continues to be able to meet its debts as and when they fall due. Contracts are not entered into unless the Board believes that there is sufficient cash flow to fund the additional activity. The Board considers when reviewing its undiscounted cash flows forecasts whether the Group Entity needs to raise additional funding from the equity markets.

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The Group Entity has analysed its trade and other payables below based on their expected maturities.

Note 2016 Trade and other payables 13 2015 Trade and other payables 13	0-30 days 30-60 days 60-90 days 90+ days Total
	600,929 25,652 - - 626,581
	318,244 12,650 - - 330,894

(g) Fair Values

All financial assets and liabilities recognised in the Statement of Financial Position, whether they are carried at cost or fair value, are recognised at amounts that represent a reasonable approximation of fair value unless otherwise stated in the applicable notes.

Note 30 - Fair Value of Financial Instruments

(a) Recurring fair value measurements

The Group does not have any financial instruments that are subject to recurring or non-recurring fair value measurements.

(b) Fair values of financial instruments not measured at fair value

Due to their short-term nature, the carrying amounts of current receivables and current trade and other payables is assumed to equal their fair value.

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DIRECTORS’ DECLARATION
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The Directors of the Company declare that:

1. the financial statements and notes, as set out on pages 13 to 44, are in accordance with the Corporations Act 2001 and :

2. (a) comply with Accounting Standards and the Corporations Regulations 2001 and other mandatory professional reporting requirements; and

3. (b) give a true and fair view of the financial position as at 30 June 2016 and of the performance for the year ended on that date;

4. the Chief Executive Officer and Chief Finance Officer have each declared that:

5. (a) the financial records of the Company for the financial year have been properly maintained in accordance with section 286 of the Corporations Act 2001;

6. (b) the financial statements and notes for the financial year comply with the Accounting Standards; and

7. (c) the financial statements and notes for the financial year give a true and fair view.

8. (d) at the date of this declaration, there are reasonable grounds to believe that the members of the extended closed group identified in note 26 will be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the deed of cross guarantee described in note 26.

9. (e) Note 1 confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board.

10. in the Directors' opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the Board of Directors.

JOHN NITSCHKE Managing Director

Dated this 23[rd] day of September 2016

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VENTUREX RESOURCES LIMITED
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INDEPENDENT AUDIT REPORT
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Tel: +61 8 6382 4600 Fax: +61 8 6382 4601 www.bdo.com.au

38 Station Street Subiaco, WA 6008 PO Box 700 West Perth WA 6872 Australia

INDEPENDENT AUDITOR’S REPORT

To the members of Venturex Resources Limited

Report on the Financial Report

We have audited the accompanying financial report of Venturex Resources Limited, which comprises the consolidated statement of financial position as at 30 June 2016, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year.

Directors’ Responsibility for the Financial Report

The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements , that the financial statements comply with International Financial Reporting Standards .

Auditor’s Responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company’s preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation, other than for the acts or omissions of financial services licensees.

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2016 ANNUAL REPORT
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INDEPENDENT AUDIT REPORT
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Independence

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001 . We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of Venturex Resources Limited, would be in the same terms if given to the directors as at the time of this auditor’s report.

Opinion

In our opinion:

• (a) the financial report of Venturex Resources Limited is in accordance with the Corporations Act 2001 , including:

• (i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2016 and of its performance for the year ended on that date; and

• (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001 ; and

• (b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.

Report on the Remuneration Report

We have audited the Remuneration Report included in pages 17 to 20 of the directors’ report for the year ended 30 June 2016. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

Opinion

In our opinion, the Remuneration Report of Venturex Resources Limited for the year ended 30 June 2016 complies with section 300A of the Corporations Act 2001 .

BDO Audit (WA) Pty Ltd

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Jarrad Prue

Director

Perth, 23 September 2016

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VENTUREX RESOURCES LIMITED
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SUPPLEMENTARY INFORMATION
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The following Supplementary Information is provided as at 15 September 2016:

EQUITY SECURITIES HOLDER INFORMATION

Ordinary Shares

2,611,369,096 quoted fully paid ordinary shares (VXR). All ordinary shares carry one vote per share.

Distribution of Fully Paid Ordinary Shares	No of Holders	No of Units	**% of Issued Capital **
1 - 1,000	75	7,639	0.00%
1,001 – 5,000	28	101,848	0.00%
5,001 – 10,000	75	630,603	0.02%
10,001 – 100,000	535	27,055,381	1.04%
100,001 –99,999,999,999	784	2,583,573,625	98.94%
TOTAL	1,497	2,611,369,096	100.00%

426 Shareholders held less than a marketable parcel (<$500) of ordinary fully paid shares based on the current market price ($0.012 – 15-9-2016).

15-9-2016).	15-9-2016).
Twenty Largest Holders of Ordinary Fully Paid Shares		No of Shares
1.	REGENT PACIFIC GROUP LTD	587,184,454	22.49
2.	NORTHERN STAR RESOURCES LIMITED	355,000,000	13.59
3.	HENGHOU INDUSTRIES(HONG KONG)LIMITED	157,889,237	6.05
4.	PRECISION OPPORTUNITIES FUND LTD	83,333,333	3.19
5.	GREENRIDGE HOLDINGS PTY LTD	54,411,851	2.08
6.	ANGKASA PTY LTD	52,600,001	2.01
7.	ARGONAUT EQUITY PARTNERS PTY LIMITED	44,999,999	1.72
8.	HSBC CUSTODY NOMINEES(AUSTRALIA)LIMITED	36,152,428	1.38
9.	MAINPLAY PTY LTD	31,422,183	1.2
10.	AFM PERSEUS FUND LIMITED	27,400,000	1.05
11.	MR ANTHONY WILLIAM KIERNAN	27,132,449	1.04
12.	CITICORP NOMINEES PTY LIMITED	25,695,004	0.98
13.	MR ANTHONY MILES REILLY	25,200,002	0.97
14.	BLAMNCO TRADING PTY LTD	25,000,001	0.96
15.	MR GARRY JOHN RISHWORTH + MRS ANGELA HANNY IRAWATI	22,400,000	0.86
16.	DOVE NOMINEES PTY LTD	21,725,277	0.83
17.	STANLEY ROGER PTY LTD	16,666,666	0.64
18.	GOLDFIRE ENTERPRISES PTY LTD	16,666,664	0.64
19.	CLARK SUPERANNUATION FUND PTY LTD	16,200,183	0.62
20	MRS MELANIE JANE CHESSELL	16,000,000	0.61
		1,643,079,732	62.92

Substantial Shareholders

The names of substantial Shareholders who have notified the Company in accordance with Section 671B of the Corporations Act are:

are:
**Beneficial Owner **	*No of Shares **	*% **	Date
Regent Pacific Group Limited	587,184,454	22.49	12/09/2016
Northern Star Resources Limited	355,000,000	13.59	12/09/2016
Henghou Industries (Hong Kong) Limited	96,433,771	6.72	19/04/2013

• Figures as reported on the last Substantial Shareholder notice received by the Company.

SHAREHOLDER ENQUIRIES

All Shareholder queries (including Holding Details, Change of Address, Change of Name and Consolidation of Shareholder should be directed to the Share Registry:

Advanced Share Registry 110 Stirling Highway Nedlands WA 6009

Tel: (61 8) 9389 8033 Fax: (61 8) 9389 7871

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2016 ANNUAL REPORT
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VENTUREX RESOURCES LIMITED
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Registered Office Level 2 91 Havelock Street West Perth WA 6005 Australia

Postal Address PO Box 585 West Perth WA 6872 Australia

T: +61 8 6389 7400 ABN: 28 122 180 205 F: +61 8 9463 7836 ASX Code: VXR Shares admin@venturexresources.com www.venturexresources.com