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DEVELOP GLOBAL LIMITED Capital/Financing Update 2010

Jun 20, 2010

64801_rns_2010-06-20_3bddeae0-a280-4f05-aab9-362e7ca4dcf7.pdf

Capital/Financing Update

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ASX Announcement Code: VXR

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21 June 2010

Second Placement to Regent

Following recent Shareholder approval, Venturex Resources Limited (Venturex or the Company) is pleased to announce that it has today placed a further 19,444,444 ordinary shares with Regent Pacific Group Limited (Regent) at $0.09 per share, raising a $1.75m, in line with the announcement to the ASX on 16 June 2010.

This placement takes Regent’s holding to ~15.7% of the Company’s current issued capital. A further placement of 19,444,444 ordinary shares will be made on 16 August 2010 on the same terms, completing Tranche 2.

$4m Loan Facility Repaid

The Company is pleased to announce that it has repaid the $4m loan facility with Macquarie Bank Limited and Argonaut Equity Partners Pty Ltd. The repayment of these loan facilities results in the removal of the fixed and floating charge over the assets of Straits (Whim Creek) Pty Ltd.

For further details:

Dr Tim Sugden Managing Director T: +61 8 6389 7403 M: +61 407 085 032 E: [email protected]

Board

Allan Trench Non-Executive Chairman

Tim Sugden Managing Director Michael Mulroney Non-Executive Director

Anthony Reilly Executive Director

Liza Carpene Company Secretary

Contact Details

Registered Office: Suite 3, Level 1 127 Cambridge Street West Leederville WA 6007 T: +61 8 6389 7400 F: +61 8 9463 7836

E: [email protected] W: www.venturexresources.com

ABN: 28 122 180 205

Pending Exploration Results ‐ Whim Creek

Assay results are still pending for 26 holes in the Whim Creek region, with no further results returned since those reported on 16 June 2010. The results from the recent and ongoing drilling programs will be progressively reported over the coming weeks as results are returned. Results will be incorporated into revised estimations of the Whim Creek Project’s high grade mineral resources to JORC standard.

A number of new VMS drill targets have been identified in the Whim Creek Region. Drilling will commence following completion of heritage surveys.

Brazil Update

The Company is in advanced negotiations to acquire exploration leases in Para State. The leases overlie a number of high grade gold workings.

A trenching and sampling program is underway at the Rio Pombo gold project in Mato Grosso.

Due to poor drilling results and ownership issues relating to border laws, the Company has elected to terminate negotiations regarding the exercise of its option to acquire the St Elina gold project in western Mato Grosso.

Notice Under Section 708A(5) of the Corporations Act

This notice is given under paragraph 5(e) of Section 708A of the Corporations Act 2001 (Cth) (Corporations Act).

Venturex today issued 19,444,444 fully paid ordinary shares to Regent Pacific Group Limited as detailed above.

Accordingly the Company gives notice under section 708A(5)(e) of the Corporations Act that:

Page 1

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Second Placement to Regent and Cleansing Notice

Released: 21 June 2010

  1. the abovementioned securities were issued without disclosure to investors under Part 6D.2 of the Corporations Act;

  2. as at the date of this notice, the Company has complied with:

  3. (i) the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and

  4. (ii) Section 674 of the Corporations Act; and

  5. as at the date of this notice there is no information to be disclosed which is "excluded information" as defined in subsection 708A(7) of the Corporations Act.

The Company has today lodged an Appendix 3B in relation to these securities.

TIM SUGDEN Managing Director

About Venturex Resources Limited

Venturex Resources Limited (ASX: VXR) is a well funded Australian exploration and development company with a portfolio of VMS projects in the Western Pilbara. Venturex owns or controls the Whim Creek Copper Mine and all associated mining leases and exploration tenements including copper, zinc, lead, silver and gold resources at Whim Creek, Mons Cupri, Salt Creek and Liberty‐Indee. Other assets include the Whim Creek Hotel, an accommodation village, crushing circuit and various mining infrastructure. The Company is committed to a strategy of consolidating VMS projects in the Western Pilbara and developing Whim Creek as a centralised processing hub. Venturex is also exploring for gold in Brazil through its wholly owned subsidiary CMG Mineracao Ltda.

Competency Statement

The information in this report that relates to Exploration Results and Mineral Resources is based on information compiled by Dr Tim Sugden BSc, PhD, who is a Member of the Australasian Institute of Mining and Metallurgy. Dr Sugden is a fulltime employee of Venturex Resources Limited and has sufficient experience relevant to the style of mineralisation, type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the “Australasian Code for Reporting of Mineral Resources and Ore Reserves”. Dr Sugden consents to the inclusion in the report of the matters based on their information in the form and context in which it appears.

Page 2

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

Venturex Resources Limited (ASX Code: VXR)

ABN

28 122 180 205

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1
+Class of+securities issued or to be issued
2
Number of+securities issued or to be issued
(if known) or maximum number which may
be issued
3
Principal terms of the+securities (eg, if
options, exercise price and expiry date; if
partly
paid
+securities,
the
amount
outstanding and due dates for payment; if
+convertible securities, the conversion price
and dates for conversion)
4
Do the +securities rank equally in all
respects from the date of allotment with an
existing +class of quoted +securities?
If the additional securities do not rank
equally, please state:
 the date from which they do
 the extent to which they participate for
the next dividend, (in the case of a trust,
distribution) or interest payment
 the extent to which they do not rank
equally, other than in relation to the next
dividend, distribution or interest payment
OrdinaryFullyPaid Shares
19,444,444
(Tranche 2, part 1 as per announcement dated 16 June 2010)
Pari passu with existing ordinary shares
Yes
  • See chapter 19 for defined terms.

Appendix 3B Page 1

1/1/2003

Appendix 3B New issue announcement

  • 5 Issue price or consideration

$0.09 cents per share

  • 6 Purpose of the issue Provide working capital to expedite exploration (If issued as consideration for the activities and transform the Whim Creek Project into acquisition of assets, clearly identify those a scaled central processing hub (refer ASX assets) Announcement 23/3/10).

  • 7 Dates of entering +securities into 21 June 2010 uncertificated holdings or despatch of certificates

  • 8 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 2 & 38 if applicable)

Code Ordinary
Shares
Options Exercise
Price
Expiry
Date
VXR 635,724,297
Total Listed 635,724,297
  • 9 Number and[+] class of all[+] securities not quoted on ASX ( including the securities in clause 2, not including the securities in clause 38, if applicable)
Code Ordinary
Shares
Options Exercise
Price
Expiry Date Escrow
Release
VXRAC - 650,000 $0.20 30/11/2010 -
VXRAB - 1,457,148 $0.20 22/04/2011 -
VXRAO - 21,000,000 $0.10 12/01/2012 -
VXRAK - 42,105,263 $0.095 31/1/2012 -
VXRAI - 12,000,000 $0.15 6/12/2012 -
Total Unlisted - 77,212,411
  • 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Unchanged

Part 2 - Bonus issue or pro rata issue

  • 11 Is security holder approval required?

N/A

  • 12 Is the issue renounceable or nonrenounceable?

  • 13 Ratio in which the[+] securities will be offered

  • 14 +Class of +securities to which the offer relates

  • 15 +Record date to determine entitlements

  • 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

  • See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

Appendix 3B New issue announcement

17 Policy for deciding entitlements in relation
to fractions
18 Names of countries in which the entity has
+security holders who will not be sent new
issue documents
Note: Security holders must be told how their entitlements
are to be dealt with.
Cross reference: rule 7.7.
19 Closing date for receipt of acceptances or
renunciations
20 Names of any underwriters
21 Amount of any underwriting fee or
commission
22 Names of any brokers to the issue
23 Fee or commission payable to the broker
to the issue
24 Amount of any handling fee payable to
brokers
who
lodge
acceptances
or
renunciations on behalf of +security
holders
25 If the issue is contingent on +security
holders’ approval, the date of the meeting
26 Date entitlement and acceptance form and
prospectus
or
Product
Disclosure
Statement will be sent to persons entitled
27 If the entity has issued options, and the
terms entitle option holders to participate
on exercise, the date on which notices will
be sent to option holders
28 Date
rights
trading
will
begin
(if
applicable)
29 Date rights trading will end (if applicable)
30 How do +security holders sell their
entitlements in full through a broker?
31 How do +security holders sell part of their
entitlements through a broker and accept
for the balance?
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 3

Appendix 3B New issue announcement

32 How do +security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities ( tick one ) (a) [Securities described in Part 1 ]

(b)[All other securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional[+] securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37 A copy of any trust deed for the additional[+] securities

  • See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of securities for which[+] quotation is sought 39 Class of[+] securities for which quotation is sought 40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities?

If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

Code Ordinary
Shares
Options Exercise
Price
Expiry
Date
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 5

Appendix 3B New issue announcement

Quotation agreement

  • 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides.

  • 2 We warrant the following to ASX.

  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those[+] securities should not be granted[+] quotation.

  • An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

  • If we are a trust, we warrant that no person has the right to return the[+] securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

  • 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

  • 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ............................................................ Date: 21 June 2010 Company Secretary

Print name: Liza Carpene

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  • See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003