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DEVELOP GLOBAL LIMITED Capital/Financing Update 2012

Jul 22, 2012

64801_rns_2012-07-22_c550df92-88f5-4882-ab38-880378286ef5.pdf

Capital/Financing Update

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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
Unlisted Options
10,000,000
Exercise price: $0.12
Expiry Date: 22 July 2015
Vesting: 4,000,000 on 23 July 2013
6,000,000 on 23 March 2014
No
On exercise of options, shares will rank equally.
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

  • 5 Issue price or consideration

  • 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

  • 7 Dates of entering +securities into 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)

  • 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)

Nil
Issued
to
the Managing Director, following
Shareholder approval in general meeting on 23 July
2012, as part of executive remuneration package.
23 July 2012
Ordinary
Shares
Exercise
Price
Expiry
Date
Code Options
VXR 1,375,362,048 -
Total Listed 1,375,362,048 -
Ordinary
Shares
Exercise
Price
Expiry
Date
Code Options
VXRAI - 12,000,000 $0.15 6/12/2012
VXRAD - 8,000,000 $0.15 28/11/2013
VXRAQ - 7,500,000 $0.15 9/10/2014
VXRAS - 11,000,000 $0.15 5/12/2014
VXR tba - 10,000,000 $0.12 22/7/2015
Total Unlisted - 48,500,000
  • 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?
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?
32
How do +security holders dispose of
their entitlements (except by sale
through a broker)?
33
+Despatch date
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 3

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

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)
Ordinary
Shares
Exercise
Price
Expiry
Date
Code Options

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: 23 July 2012 Company Secretary Print name: Liza Carpene

== == == == ==

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 5