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DEVELOP GLOBAL LIMITED Capital/Financing Update 2011

Jan 20, 2011

64801_rns_2011-01-20_ac471810-1868-4a3e-ba63-4892cd156cab.pdf

Capital/Financing Update

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ASX ANNOUNCEMENT ASX Code: VXR

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21 January 2011

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

Dear Sir/Madam

NOTICE UNDER SECTION 708AA(2)(f) OF THE CORPORATIONS ACT 2001

This notice is given by Venturex Resources Limited ( Company ) under Section 708AA(2)(f) of the Corporations Act 2001 (Cth) ( Corporations Act ) as notionally modified by Australian Securities and Investment Commission Class Order 08/35 ( C08/35 ).

The Company has announced its intention to undertake an equity raising of up to approximately $36.8 million via a placement to institutions and sophisticated investors and an accelerated non renounceable entitlement offer. The raising approximately comprises an $8.8m placement of Shares ( Placement ) and a $28.0 million non-renounceable pro-rata entitlement offer of Shares, on the basis of two (2) new Shares for every five (5) Shares held as at 7:00pm (AEDT) on 28 January 2011 to eligible shareholders with a registered address in Australia or New Zealand and other jurisdictions in which the Company has decided to make offers ( Entitlement Offer ).

The Company hereby confirms that in respect of the Entitlement Offer (as per the requirements of paragraph 708AA(2)(f) of the Corporations Act):

  • (a) the Company will offer the Shares for issue without disclosure to investors under Part 6D.2 of the Corporations Act as notionally modified by CO 08/35;

  • (b) the Company is providing this notice under paragraph 2(f) of section 708AA of the Corporations Act as notionally modified by CO 08/35;

  • (c) 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;

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

  • (d) as at the date of this notice, there is no excluded information of the type referred to in sections 708AA(8) and 708AA(9) of the Corporations Act as notionally modified by CO 08/35;

Registered & Principal Office Level 1, 127 Cambridge Street, West Leederville WA 6007 PO Box 1444, West Leederville WA 6901

ABN 28 122 180 205 Tel: +61 8 6389 7400 www.venturexresources.com Fax: +61 8 9463 7836 E: [email protected]

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  • 2 –

  • (e) the potential effect that the issue of the New Shares under the Entitlement Offer will have on the control of the Company, and the consequences of that effect, will depend on a number of factors, including investor demand. If all shareholders subscribe for their entitlements, then other than for the dilution as a result of the Placement, all shareholders will retain their percentage ownership in the Company, and the issue of Shares under the Entitlement Offer is not expected to have any material effect on the control of the Company.

A substantial shareholder of the Company, Regent Pacific Group Limited ( Regent ), intends to participate in the Placement to the extent of 19,644,018 Shares and subscribe for its full entitlement of 60,241,657 Shares in the accelerated component of the Entitlement Offer. The result of this participation, following settlement of the Placement and institutional component of the Entitlement Offer, Regent’s interest in the Company will be 19.39%.

Regent has also agreed to enter sub-underwriting commitments to the extent of 74.2% of the shortfall arising under the Entitlement Offer.

The potential effect of control as a result of Regent’s participation in the manner described above is reflected in the following schedule.

Event/Date Number of Shares held
by Regent
Voting Power
of Regent
Prior to Placement/Entitlement Offer 130,960,123 19.31%
After issue of 19,645,235 Shares pursuant 150,604,141 19.39%
to the Placement
After issue of all shares in the Entitlement 441,341,256 40.59%
Offer assuming Regent takes up its full
Entitlement and there is otherwise a
100% Shortfall.
After issue of all shares in the Entitlement 383,717,391 35.29%
Offer assuming Regent takes up its full
Entitlement and there is otherwise a 75%
Shortfall.
After issue of all shares in the Entitlement 326,093,527 29.99%
Offer assuming Regent takes up its full
Entitlement and there is otherwise a 50%
Shortfall.
After issue of all shares in the Entitlement 268,469,663 24.69%
Offer assuming Regent takes up its full
Entitlement and there is otherwise a 25%
Shortfall.
After issue of Shares assuming Regent 210,845,798 19.39%
takes up its full Entitlement and there is
no Shortfall.

The figures depicted above demonstrate the potential effect of the participation in the Placement, Entitlement Issue and Shortfall by Regent. In the event that Shareholders take up their Entitlements and/or subscribe for Shares under the Shortfall Offer, the sub-underwriting obligation of Regent and therefore voting power of Regent will reduce by a corresponding amount.

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  • 3 –

In general, Regent has advised the Company that it:

  • (i) has no intention of making any significant changes to the business of the Company;

  • (ii) does not propose to change the management and operations of the Company or to make any change to the employment of any present employee of the Company;

  • (iii) does not intend to redeploy any fixed assets of the Company;

  • (iv) will take up its full entitlements under the Entitlements Offer as a shareholder of the Company;

  • (v) does not intend to transfer any property between the Company and the Underwriter or any person associated with it; and

  • (vi) has no current intention to change the Company’s existing policies in relation to financial matters or dividends.

Yours sincerely

DR TIM SUGDEN Managing Director

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