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DEVELOP GLOBAL LIMITED — Capital/Financing Update 2009
Aug 20, 2009
64801_rns_2009-08-20_6639322b-56b2-43f8-a15d-d82f19fd2b20.pdf
Capital/Financing Update
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ABN 28 122 180 205
VENTUREX RESOURCES LIMITED
SUPPLEMENTARY PROSPECTUS
1. IMPORTANT NOTICE
This Supplementary Prospectus is dated 21 August 2009 and is supplementary to the Prospectus dated 31 July 2009 (Prospectus). This Supplementary Prospectus was lodged with the Australian Securities and Investments Commission (ASIC) on 21 August 2009. The ASIC does not take any responsibility for the contents of this Supplementary Prospectus.
This Supplementary Prospectus must be read together with the Prospectus. If there is a conflict between the Prospectus and this Supplementary Prospectus, this Supplementary Prospectus will prevail. Terms defined in the Prospectus have the same meaning in this Supplementary Prospectus.
Other than the changes set out below, all other details in relation to the Prospectus remain unchanged. The Directors believe that the changes in this Supplementary Prospectus are not materially adverse from the point of view of an investor.
This Supplementary Prospectus will be issued with the Prospectus and an electronic version of these documents may be downloaded from the website of the Company at www.venturexresources.com.
2. TERMS SHEET WITH STRAITS RESOURCES LIMITED
On 20 August 2009, the Company announced to ASX that it had entered into a terms sheet with Straits Resources Limited (Straits) to acquire 100% of the shares in Straits (Whim Creek) Pty Ltd (Whim Creek), including the Salt Creek and Balla Balla Projects and associated tenements. Whim Creek is the owner of the Whim Creek Mine including a number of exploration tenements together with the existing infrastructure (including a crushing circuit, SAG mill [dismantled], accommodation village and the Whim Creek Hotel), but excludes the SX-EW copper concentrate plant that is the subject of a previous agreement between Whim Creek and Finders Resources Limited.
As consideration for the acquisition, Venturex will issue 106,700,000 Shares to Straits at a deemed issue price of 7.5 cents per Share as an initial payment on the date of settlement (Consideration Shares). At settlement of the acquisition, Straits will hold approximately 19.91% of the 535,982,350 Shares on issue in Venturex following the completion of the Entitlement Issue and the issue of the Consideration Shares (assuming that the Top-Up Placement is not required).
Subsequently, subject to receipt of all necessary Shareholder approvals, upon an announcement of its intention to commence mining operations on any of the tenements held by Whim Creek, Venturex or its related bodies corporate, within 100 kilometres of the tenements held by 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. If Shareholder
This is a Supplementary Prospectus and must be read in conjunction with the Prospectus dated 31 July 2009 issued by Venturex Resources Limited 1
approval is required and not obtained, Venturex will instead pay to Straits the amount of $3,500,000 cash.
The Terms Sheet is conditional upon:
-
(a) Venturex confirming to Straits that it is satisfied, acting reasonably, with the results of its due diligence investigations, such due diligence investigations to be limited to information not previously provided by Straits prior to the submission of Venturex’s non-binding indicative bid and such investigations are to be completed within 20 days of the date of the Terms Sheet;
-
(b) Venturex obtaining all necessary governmental, regulatory and Shareholder approvals to the matters set out in the Terms Sheet to allow transfer of the tenements;
-
(c) Straits and Whim Creek entering into an agreement pursuant to which the Vendor will undertake to operate the SX-EW plant;
-
(d) Straits continuing to provide a Registered Manager of Whim Creek Operations until operations at the SX-EW copper concentrate plant cease and the plant is dismantled, ;
-
(e) the receipt of all necessary third party consents to the transfer of the assets under the Terms Sheet; and
-
(f) Straits obtaining all necessary regulatory and shareholder approvals to the matters set out in the Terms Sheet, provided that in respect of any shareholder approvals the Board of Straits will unconditionally recommend the transactions set out in this term sheet to its shareholders.
Venturex will be required to replace the existing environmental bonds over the tenements held by Whim Creek, however Straits has agreed to maintain the environmental bonds over the tenements on which the SX-EW copper concentrate plant is located until such time as operations at the plant cease and it is dismantled for re-location under the sale agreement with Finders Resources Limited. In the event that Finders Resources Limited does not exercise its option to acquire the SX-EW copper concentrate plant, Venturex will be required to replace those environmental bonds.
Straits retains all rights to the SX-EW copper concentrate plant and will be entitled to continue to run the plant and be entitled to all product and revenue from the plant. Straits will also be responsible for all costs (including all employee related costs and termination payments connected with the SX-EW plant and any other operations and support services at the Whim Creek Operation).
The Terms Sheet contemplates Venturex and Straits entering into a formal agreement, which agreement will contain provisions considered standard for an agreement of this nature, including detailed warranties to be provided by Straits to Venturex.
A copy of the announcement outlining the execution of the terms sheet is available on the ASX website at www.asx.com.au or from the Company.
This is a Supplementary Prospectus and must be read in conjunction with the Prospectus dated 31 July 2009 issued by Venturex Resources Limited 2
3. APPLICATIONS
All applications made on or after the date of this Supplementary Prospectus must be made on the Supplementary Entitlement and Acceptance Form, the Supplementary Shortfall Application Form and the Supplementary Top-Up Placement Application Forms attached to or accompanying this Supplementary Prospectus.
Supplementary Entitlement and Acceptance Forms should be returned, together with a cheque for the value of the Shortfall Shares (at 5 cent per Share) to the Company on or before 5pm (WST) on the Closing Date.
Supplementary Shortfall Application Forms and Supplementary Top-Up Placement Application Forms should be returned in accordance with the instructions on those forms.
4. DIRECTORS’ AUTHORISATION
This Supplementary Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.
In accordance with Section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with the ASIC.
Tim Sugden For and on behalf of Venturex Resources Limited
This is a Supplementary Prospectus and must be read in conjunction with the Prospectus dated 31 July 2009 issued by Venturex Resources Limited 3
ONLY COMPLETE THIS SUPPLEMENTARY SHORTFALL APPLICATION FORM IF INSTRUCTED BY THE UNDERWRITER
SUPPLEMENTARY SHORTFALL APPLICATION FORM VENTUREX RESOURCES LIMITED
ABN 28 122 180 205
REGISTERED OFFICE : Suite 3, Level 1 SHARE REGISTRY: 127 Cambridge Street WEST LEEDERVILLE WA 6007 Tel: +61 8 6389 7400 Fax: +61 8 9463 7836
Advanced Share Registry 150 Stirling Highway NEDLANDS WA 6009 Tel: +61 8 9389 8033
APPLICANT’S DETAILS:
Full name (PLEASE PRINT)
Title, Given Name(s) & Surname or Company Name
Joint Applicant #2 or Joint Applicant #3 or Postal Address (PLEASE PRINT) Street Number Street Suburb/Town State Post Code
| CHESSHINor Existing SRN(where applicable) | CHESSHINor Existing SRN(where applicable) | CHESSHINor Existing SRN(where applicable) | CHESSHINor Existing SRN(where applicable) | CHESSHINor Existing SRN(where applicable) | CHESSHINor Existing SRN(where applicable) | CHESSHINor Existing SRN(where applicable) | CHESSHINor Existing SRN(where applicable) | CHESSHINor Existing SRN(where applicable) | CHESSHINor Existing SRN(where applicable) | |
|---|---|---|---|---|---|---|---|---|---|---|
| NumberofShares appliedfor | Application Money enclosed at 5 cents perShare | |||||||||
| A$…………………………… |
I/We whose full name(s) and address appear above hereby apply for the number of Shares shown above (to be allocated to me/us by the Company in respect of this Application) under the Prospectus and the Supplementary Prospectus on the terms set out in the Prospectus and the Supplementary Prospectus.
Cheque Details:
| PLEASE ENTER CHEQUE DETAILS THANKYOU |
Drawer | Bank | BSBor Branch | Amount |
|---|---|---|---|---|
My/Our contact numbers in the case of inquiry are: Telephone ( ) . . . . . . . . . . . . . . . . . . . . . . . . . Fax ( ) . . . . . . . . . . . . . . . . . . . . . . .
NOTE: Cheques should be made payable to “Venturex Resources Limited – Trust Account”, crossed “NOT NEGOTIABLE” and forwarded to the address outlined on the back of this Shortfall Application Form to arrive no later than 5.00pm WST on that date which is 3 months after the Closing Date (or such earlier date as directed by the Company) .
Declaration
This Supplementary Shortfall Application Form does not need to be signed. By lodging this Supplementary Shortfall Application Form and a cheque for the application money this Applicant hereby:
(1) applies for the number of Shares specified in the Supplementary Shortfall Application Form or such lesser number as may be allocated by the Directors; (2) agrees to be bound by the constitution of the Company; and
(3) authorises the Directors to complete or amend this Supplementary Shortfall Application Form where necessary to correct any errors or omissions.
INSTRUCTIONS TO APPLICANTS
Please post or deliver the completed Supplementary Shortfall Application Form together with a cheque to the share registry of the Company. If an Applicant has any questions on how to complete this Supplementary Shortfall Application Form, please telephone the Company. The Form must be received by the Share Registry no later than 5.00pm WST on the date which is 3 months after the Closing Date (or such earlier date as directed by the Company).
A. Application for Shares
The Supplementary Shortfall Application Form must only be completed in accordance with instructions included in the Prospectus and the Supplementary Prospectus.
B. Name of Applicant
Write the Applicant’s FULL NAME. This must be either an individual’s name or the name of a company. Please refer to the bottom of this page for the correct form of registrable title. Applications using the incorrect form of registrable title may be rejected.
C. Name of Joint Applicants or Account Designation
If JOINT APPLICANTS are applying, up to three joint Applicants may register. If applicable, please provide details of the Account Designation in brackets. Please refer to the bottom of this page for instructions on the correct form of registrable title.
D. Address
Enter the Applicant’s postal address for all correspondence. If the postal address is not within Australia, please specify Country after City/Town.
E. Contact Details
Please provide a contact name and daytime telephone number so that the Company can contact the Applicant if there is an irregularity regarding the Supplementary Shortfall Application Form.
F. CHESS HIN or existing SRN Details
The Company participates in CHESS. If the Applicant is already a participant in this system, the Applicant may complete this section with their existing CHESS HIN. If the applicant is an existing shareholder with an Issuer Sponsored account, the SRN for this existing account may be used. Otherwise leave the section blank and the Applicant will receive a new Issuer Sponsored account and statement.
G. Cheque Details
Make cheques payable to “Venturex Resources Limited – Trust Account” in Australian currency and cross them “Not Negotiable”. Cheques must be drawn on an Australian Bank. The amount of the cheque should agree with the amount shown on the Supplementary Shortfall Application Form.
H. Declaration
By completing the Supplementary Shortfall Application Form, the Applicant will be taken to have made to the Company the declarations and statements therein. The Supplementary Shortfall Application Form does not need to be signed.
If a Supplementary Shortfall Application Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted. Any decision of the Directors as to whether to accept a Supplementary Shortfall Application Form, and how to construe, amend or complete it, shall be final. A Supplementary Shortfall Application Form will not however, be treated as having offered to subscribe for more Shares than is indicated by the amount of the accompanying cheque.
Forward your completed application together with the application money to:
Venturex Resources Limited – Trust Account c/- Advanced Share Registry PO Box 1156 NEDLANDS WA 6009
CORRECT FORMS OF REGISTRABLE TITLE
Note that ONLY legal entities are allowed to hold securities. Supplementary Shortfall Application Forms must be in the name(s) of a natural person(s), companies or other legal entities acceptable to the Company. At least one full given name and the surname is required for each natural person. Supplementary Shortfall Application Forms cannot be completed by persons under 18 years of age. Examples of the correct form of registrable title are set out below.
| Type of Investor | Correct Form of Registration | Incorrect Form of Registration |
|---|---|---|
| IndividualUsegiven names in full,not initials | MrJohn AlfredSmith | JASmith |
| Company Use the company’s full title,not abbreviations | ABCPtyLtd | ABCP/L or ABC Co |
| Joint Holdings Use full and complete names |
Mr Peter Robert Williams & Ms LouiseSusan Williams |
Peter Robert & LouiseSWilliams |
| Trusts Use the trustee(s) personal name(s). |
Mrs Susan Jane Smith |
Sue Smith Family Trust |
| Deceased Estates Use the executor(s) personal name(s). |
Ms Jane Mary Smith & Mr Frank William Smith |
Estate of late John Smith or JohnSmith Deceased |
| Minor (a person under the age of 18) Use the name of a responsible adult with an appropriate designation. |
Mr John Alfred Smith |
Master Peter Smith |
| Partnerships Use the partners personal names. |
Mr John Robert Smith & Mr Michael John Smith |
John Smith and Son |
| Long Names. | Mr John William Alexander Robertson-Smith |
Mr John W A Robertson-Smith |
| Clubs/Unincorporated Bodies/Business Names Use office bearer(s) personal name(s). |
Mr Michael Peter Smith |
ABC Tennis Association |
| Superannuation Funds Use the name of the trustee of the fund. |
Jane Smith Pty Ltd |
Jane Smith Pty Ltd Superannuation Fund |
ONLY COMPLETE THIS SUPPLEMENTARY TOP-UP PLACEMENT APPLICATION FORM IF INSTRUCTED BY THE UNDERWRITER
SUPPLEMENTARY TOP-UP PLACEMENT APPLICATION FORM VENTUREX RESOURCES LIMITED
ABN 28 122 180 205
REGISTERED OFFICE : Suite 3, Level 1 SHARE REGISTRY: 127 Cambridge Street WEST LEEDERVILLE WA 6007 Tel: +61 8 6389 7400 Fax: +61 8 9463 7836
Advanced Share Registry 150 Stirling Highway NEDLANDS WA 6009 Tel: +61 8 9389 8033
APPLICANT’S DETAILS:
Full name (PLEASE PRINT)
==> picture [166 x 30] intentionally omitted <==
----- Start of picture text -----
Title, Given Name(s) & Surname or Company Name
----- End of picture text -----
| Joint Applicant #2 or | Joint Applicant #2 or | Joint Applicant #2 or | Joint Applicant #2 or | Joint Applicant #2 or | Joint Applicant #2 or | Joint Applicant #2 or | Joint Applicant #2 or | Joint Applicant #2 or | Joint Applicant #2 or | Joint Applicant #2 or | Post Code | Post Code | Post Code | Post Code | Post Code | Post Code | ||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Joint Applicant #3or | ||||||||||||||||||||||||||||||||||||||||||||||
| Postal Address (PLEASE PRINT) StreetNumberStreet |
||||||||||||||||||||||||||||||||||||||||||||||
| Suburb/Town | State |
|||||||||||||||||||||||||||||||||||||||||||||
| CHESSHINor Existing SRN(where applicable) | ||||||||||||||||||||||||||||||||||||||||||||||
| NumberofShares appliedfor | Application Money enclosed | at 5 cents perShare | ||||||||||||||||||||||||||||||||||||||||||||
| A$…………………………… |
I/We whose full name(s) and address appear above hereby apply for the number of Shares shown above (to be allocated to me/us by the Company in respect of this Application) under the Prospectus and the Supplementary Prospectus on the terms set out in the Prospectus and the Supplementary Prospectus.
Cheque Details:
| PLEASE ENTER CHEQUE DETAILS THANKYOU |
Drawer | Bank | BSBor Branch | Amount |
|---|---|---|---|---|
My/Our contact numbers in the case of inquiry are: Telephone ( ) . . . . . . . . . . . . . . . . . . . . . . . . . Fax ( ) . . . . . . . . . . . . . . . . . . . . . . .
NOTE: Cheques should be made payable to “Venturex Resources Limited – Trust Account”, crossed “NOT NEGOTIABLE” and forwarded to the address outlined on the back of this Supplementary Top-Up Placement Application Form to arrive no later than 5.00pm WST on that date which is 3 months after the Closing Date (or such earlier date as directed by the Company) .
Declaration
This Supplementary Top-Up Placement Application Form does not need to be signed. By lodging this Supplementary Top-Up Placement Application Form and a cheque for the application money this Applicant hereby:
(1) applies for the number of Shares specified in the Supplementary Top-Up Placement Application Form or such lesser number as may be allocated by the Directors;
(2) agrees to be bound by the constitution of the Company; and
(3) authorises the Directors to complete or amend this Supplementary Top-Up Placement Application Form where necessary to correct any errors or omissions.
INSTRUCTIONS TO APPLICANTS
Please post or deliver the completed Supplementary Top-Up Placement Application Form together with a cheque to the share registry of the Company. If an Applicant has any questions on how to complete this Supplementary Top-Up Placement Application Form, please telephone the Company. The Form must be received by the Share Registry no later than 5.00pm WST on the date which is 3 months after the Closing Date (or such earlier date as directed by the Company).
A. Application for Shares
The Supplementary Top-Up Placement Application Form must only be completed in accordance with instructions included in the Prospectus and the Supplementary Prospectus.
B. Name of Applicant
Write the Applicant’s FULL NAME. This must be either an individual’s name or the name of a company. Please refer to the bottom of this page for the correct form of registrable title. Applications using the incorrect form of registrable title may be rejected.
C. Name of Joint Applicants or Account Designation
If JOINT APPLICANTS are applying, up to three joint Applicants may register. If applicable, please provide details of the Account Designation in brackets. Please refer to the bottom of this page for instructions on the correct form of registrable title.
D. Address
Enter the Applicant’s postal address for all correspondence. If the postal address is not within Australia, please specify Country after City/Town.
E. Contact Details
Please provide a contact name and daytime telephone number so that the Company can contact the Applicant if there is an irregularity regarding the Supplementary Top-Up Placement Application Form.
F. CHESS HIN or existing SRN Details
The Company participates in CHESS. If the Applicant is already a participant in this system, the Applicant may complete this section with their existing CHESS HIN. If the applicant is an existing shareholder with an Issuer Sponsored account, the SRN for this existing account may be used. Otherwise leave the section blank and the Applicant will receive a new Issuer Sponsored account and statement.
G. Cheque Details
Make cheques payable to “Venturex Resources Limited – Trust Account” in Australian currency and cross them “Not Negotiable”. Cheques must be drawn on an Australian Bank. The amount of the cheque should agree with the amount shown on the Supplementary Top-Up Placement Application Form.
I. Declaration
By completing the Supplementary Top-Up Placement Application Form, the Applicant will be taken to have made to the Company the declarations and statements therein. The Supplementary Top-Up Placement Application Form does not need to be signed.
If a Supplementary Top-Up Placement Application Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted. Any decision of the Directors as to whether to accept a Supplementary Top-Up Placement Application Form, and how to construe, amend or complete it, shall be final. A Supplementary Top-Up Placement Application Form will not however, be treated as having offered to subscribe for more Shares than is indicated by the amount of the accompanying cheque.
Forward your completed application together with the application money to:
Venturex Resources Limited – Trust Account c/- Advanced Share Registry PO Box 1156 NEDLANDS WA 6909
CORRECT FORMS OF REGISTRABLE TITLE
Note that ONLY legal entities are allowed to hold securities. Supplementary Top-Up Placement Application Forms must be in the name(s) of a natural person(s), companies or other legal entities acceptable to the Company. At least one full given name and the surname is required for each natural person. Supplementary Top-Up Placement Application Forms cannot be completed by persons under 18 years of age. Examples of the correct form of registrable title are set out below.
| Type of Investor | Correct Form of Registration | Incorrect Form of Registration |
|---|---|---|
| IndividualUsegiven names in full,not initials | MrJohn AlfredSmith | JASmith |
| Company Use the company’s full title,not abbreviations | ABCPtyLtd | ABCP/L or ABC Co |
| Joint Holdings Use full and complete names |
Mr Peter Robert Williams & Ms LouiseSusan Williams |
Peter Robert & LouiseSWilliams |
| Trusts Use the trustee(s) personal name(s). |
Mrs Susan Jane Smith |
Sue Smith Family Trust |
| Deceased Estates Use the executor(s) personal name(s). |
Ms Jane Mary Smith & Mr Frank William Smith |
Estate of late John Smith or JohnSmith Deceased |
| Minor (a person under the age of 18) Use the name of a responsible adult with an appropriate designation. |
Mr John Alfred Smith |
Master Peter Smith |
| Partnerships Use the partners personal names. |
Mr John Robert Smith & Mr Michael John Smith |
John Smith and Son |
| Long Names. | Mr John William Alexander Robertson-Smith |
Mr John W A Robertson-Smith |
| Clubs/Unincorporated Bodies/Business Names Use office bearer(s) personal name(s). |
Mr Michael Peter Smith |
ABC Tennis Association |
| Superannuation Funds Use the name of the trustee of the fund. |
Jane Smith Pty Ltd |
Jane Smith Pty Ltd Superannuation Fund |