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DEVELOP GLOBAL LIMITED Capital/Financing Update 2010

Apr 15, 2010

64801_rns_2010-04-15_be5f069f-aea1-40f2-a9f3-591bc2801d99.pdf

Capital/Financing Update

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ASX Announcement Code: VXR

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16 April 2010

Placement to Regent

Venturex Resources Limited (Venturex or the Company) is pleased to announce that it has today placed 80,297,503 ordinary shares (Tranche 1) with Regent Pacific Group Limited (Regent) at $0.09 per share as announced to the ASX on 23 March 2010 (Announcement).

The Board welcomes Regent as a substantial Shareholder holding approximately 13% of the Company’s capital.

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

The funds raised from this placement ($7,226,775) will be used to expedite Venturex’s stated strategy of transforming the Whim Creek Project into a scaled central processing hub for the Company’s known and future Volcanogenic Massive Sulphide (VMS) deposits in the Western Pilbara. The Company will seek Shareholder approval at a General Meeting of Shareholders to issue Tranche 2 of shares to Regent referred to in the above Announcement.

Update on Exploration Activities

Venturex has recently commenced a program of RC and diamond drilling at Whim Creek, Salt Creek and Liberty‐Indee focused on the definition and expansion of high grade Cu‐Zn‐Pb‐Ag‐Au massive sulphide resources. Initial drilling at Whim Creek has intersected zones of sulphide mineralisation that are visually consistent with previous drillhole intersections reported in the Company’s announcement dated 25 January 2010. Full assay results are expected in the near future.

The Company is also exploring for new VMS targets in the region and has identified several untested gossans with visible malachite (copper carbonate) mineralisation. First pass drilling of these new targets will commence after completion of heritage surveys.

Opportunities to acquire additional VMS projects in the Pilbara Region are under consideration.

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).

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

Venturex today issued 80,297,503 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:

  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

Page 1

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Regent Placement

Released: 16 April 2010

(ii) Section 674 of the Corporations Act; and

  1. 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

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 full‐ time 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
80,297,503
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 uncertificated holdings or despatch of certificates

  • 16 April 2010

  • 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 616,279,853
Total Listed 616,279,853
  • 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: 16 April 2010 Company Secretary

Print name: Liza Carpene

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  • See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003