DEVELOP GLOBAL LIMITED — Capital/Financing Update 2011

Jan 30, 2011

ASX ANNOUNCEMENT ASX Code: VXR

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31 January 2011

Company Announcements Platform Australian Securities Exchange Level 4 20 Bridge Street SYDNEY NSW 2000

By Electronic Lodgement

Dear Sir/Madam

NOTICE UNDER SECTION 708A(5)(e) OF THE CORPORATIONS ACT 2001

This notice is given by Venturex Resources Limited ( Company ) under Section 708A(5)(e) of the Corporations Act 2001 (Cth) ( Corporations Act ).

The Company hereby confirms that:

• (a) it today issued 98,275,311 fully paid ordinary shares ( Shares ) to institutional and sophisticated investors under a placement, as announced to the ASX on 21 January 2011;

• (b) the Shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act;

• (c) the Company is providing this notice under paragraph 5(e) of section 708A of the Corporations Act;

• (d) as at the date of this notice the Company has complied with:

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

• (ii) section 674 of the Corporations Act as it applies to the Company; and

• (e) as at the date of this announcement, there is no excluded information of the type referred to in Sections 708A(7) and 708A(8) of the Corporations Act.

Yours sincerely

DR TIM SUGDEN Managing Director

Registered & Principal Office

ABN 28 122 180 205 Tel: +61 8 6389 7400 www.venturexresources.com Fax: +61 8 9463 7836 E: admin@venturexresources.com

Level 1, 127 Cambridge Street, West Leederville WA 6007 PO Box 1444, West Leederville WA 6901

S:\New Structure\CS\ASX Announcements\Released\2010-11\Placement Issue Cleansing Statement 31-1-11.Doc

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
	98,275,311 Shares pursuant to a placement to Institutional and Sophisticated Investors
	Pari passu with existing ordinary fully paid shares
	Yes, rank equally in all respects with existing ordinary fully paid shares

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

• 5 Issue price or consideration

$0.09

• 6 Purpose of the issue Fund the acquisition of 100% of CBH Sulphur (If issued as consideration for the Springs Pty Ltd, owner of the Panorama Cu-Zn acquisition of assets, clearly identify those Project, from CBH Resources Limited; transaction assets) costs and working capital to fast-track a definitive feasibility study (as per announcement 21/1/11)

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

DVP Settlement – 31/1/11 Despatch - 1/2/2011

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

Code	Ordinary Shares	Option s	Exercise Price	Expiry Date
VXR	1,087,242,726*
Total Listed	1,087,242,726

• *Expanded capital includes underwritten entitlements issue of 310,640,779 shares yet to be issued – as announced 21/1/11.

• 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	Exercis e Price	Expiry Date	Escrow Release
VXRAB	-	1,457,148	$0.20	22/04/2011	-
VXRAO	-	21,000,000	$0.10	12/01/2012	-
VXRAK	-	18,947,368	$0.095	31/1/2012	-
VXRAI	-	12,000,000	$0.15	6/12/2012	-
VXRAD	-	8,000,000	$0.15	28/11/2013
Total Unlisted	-	61,404,516

• 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? 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?

N/A

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

• 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	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
ntit	ies that have ticked box 34(b)
38	Number of securities for which+quotation
	is sought
39	Class of+securities for which quotation is
	sought

Entities that have ticked box 34(b)

• 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

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

	Code	Ordinary Shares	Options	Exercise Price	Expiry Date

• 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)

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 5

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: 31 January 2011 Company Secretary

Print name: Liza Carpene

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