DEVELOP GLOBAL LIMITED — Interim / Quarterly Report 2011

Oct 28, 2010

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QUARTERLY ACTIVITIES REPORT FOR PERIOD ENDING 30 SEPTEMBER 2010

ASX Announcement ASX Code: VXR Released: 29 October 2010

Highlights:

• Further high grade drilling results at Mons Cupri including 27 metres @ 2.8% Cu, 1.2% Zn and 76g/t Ag

• Total JORC Mineral Resources at Mons Cupri and Whim Creek Deposits increased to 5.97Mt @ 1.64% Cu Eq[1]

• Further Mineral Resource and Ore Reserve revisions imminent for nearby Salt Creek and Evelyn deposits

For further details Dr Tim Sugden Managing Director T: +61 8 6389 7400 M: +61 407 085 032 tim.sugden@venturexresources.com

• Combined Open Pit Ore Reserves increased to 3.47Mt @ 2.2% Cu Eq[1]

• Scoping Study nearing completion with Mons Cupri and Whim Creek open pit operations expected to underpin first five years of production

• Attractive open pit economics

• Drilling commenced targeting extensions of sulphide mineralisation at Mons Cupri Northwest and Evelyn Deeps

• Assessment of new gold projects in Brazil continues

AUSTRALIA

PILBARA VMS PROJECT

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Board

Tony Kiernan Chairman

Tim Sugden Managing Director

Michael Mulroney Non-Executive Director

Allan Trench 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 admin@venturexresources.com www.venturexresources.com

1 Cu Eq = Cu% + Zn% x 0.28 + Pb% x 0.26 + Ag(ppm) x 0.008 + Au(ppm) x 0.513

ABN: 28 122 180 205

Overview

During the Quarter, Venturex Resources Limited (ASX: VXR ) continued to make strong progress towards development of a new copper-zinc operation at its flagship Pilbara Volcanogenic Massive Sulphide (VMS) Project in Western Australia.

Highlights of the Quarter included further additions to its inventory of copper-zinc Mineral Resources and Ore Reserves, with total JORC Mineral Resources at the key Mons Cupri and Whim Creek deposits increasing to 5.97Mt @ 1.64% Cu Eq and an increase in combined Open Pit Ore Reserves to 3.47Mt @ 2.2% Cu Eq.

With further resource and reserve revisions expected shortly for the nearby Salt Creek and Evelyn deposits, the Company is on track to complete a Scoping Study during the December Quarter.

This will lay the foundations for a Feasibility Study commencing next year on the development of a proposed long-term copper-zinc operation with a targeted capacity of 600,000 – 700,000tpa.

Resource Drilling

Further RC drilling during the Quarter at the key Mons Cupri deposit intersected substantial widths of copper-zinc-silver-gold mineralisation, extending the upper highgrade massive sulphide zone further to the north.

Significant results include drill hole MCR12, which intersected 8 metres grading 4.2% Cu, 5.7% Zn, 256g/t Ag and 0.91g/t Au . This zone remains open to the north and may link with copper sulphide mineralisation in the Mons Cupri Northwest area, 300 metres to the north ( see Fig 1 below ). This zone will be targeted in the next phase of drilling in October-November 2010. Significant drilling results are summarised below:

HoleID	Easting	Northing	RL	Dip	Azimuth	Depth	From	To	Metres	Cu %	Zn %	Pb %	Ag g/t	Au g/t
MCR008	583916	7690780	83	-57	94	47	23	34	11	0.1%	2.0%	1.4%	58.2	0.61
MCR009	583908	7690800	85	-58	92	65	20	31	11	2.6%	0.5%	0.6%	41.4	0.77
MCR010	583900	7690820	88	-63	93	83	32	40	8	0.9%	6.6%	3.8%	94.4	0.36
							35	48	13	2.8%	2.6%	0.4%	43.8	0.29
MCR011	583891.5	7690860	91	-69	91	128	61	72	11	1.1%	0.1%	0.0%	10.0	0.06
MCR012	583876	7690900	93	-65	264	131	49	92	43	1.0%	3.0%	1.6%	87.0	0.24
							49	57	8	4.2%	5.7%	3.8%	256.3	0.91
MCR013	583890	7690825	88	-75	268	133	48	61	13	1.4%	3.9%	3.0%	70.0	0.08
							52	82	30	2.1%	1.0%	0.9%	38.3	0.22
							84	126	42	0.1%	2.4%	0.4%	18.2	0.45
MCR014	583875	7690906	93	-53	261	143	64	91	27	2.8%	1.2%	0.5%	76.3	0.40
MCR015	583874	7690905	93	-90	360	98	41	46	5	0.1%	2.3%	1.8%	85.0	0.11

Table 1 – Mons Cupri Significant RC Drill Results

Mineral Resource and Ore Reserve Upgrades

The Mineral Resources and Ore Reserves for the Mons Cupri and Whim Creek deposits were re-estimated during the Quarter in accordance with the JORC Code 2004, following successful recent RC drilling programs.

The combined Mons Cupri and Whim Creek Mineral Resource estimate (all categories), at a cut-off grade of 0.6% Cu Eq, was revised to 5.97 million tonnes @ 1.64% Cu Eq . The revised Probable Ore Reserve estimate at a cut-off grade of 0.85% Cu Eq is 3.47 million tonnes @ 2.2% Cu Eq.

The updated Mineral Resource and Ore Reserve estimates are summarised in Tables 1 and 2 below:

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Fig 1 – Extent of Mineral Resource estimate at Mons Cupri (within rectangle) and target zones to the northwest

Table 2. Mons Cupri & Whim Creek Mineral Resource Estimates at a cut-off grade 0.6% Cu Eq (inclusive of Ore Reserves)

Category	Tonnes	Cu Eq	Cu	Zn	Pb	Ag	Au
		%	%	%	%	**g/t **	**g/t **
Measured	1,274,400	2.61	1.47	1.70	0.75	41	0.28
Indicated	3,617,300	1.26	0.66	1.08	0.42	17	0.08
Inferred	52,500	0.92	0.65	0.55	0.15	9	0.02
Mons Cupri Total	4,944,200	1.60	0.87	1.24	0.50	23	0.13
Indicated	1,020,900	1.86	1.36	1.23	0.19	9	0.07
Inferred	4,804	1.41	0.56	2.12	0.51	13	0.06
Whim Creek Total	1,025,700	1.85	1.35	1.24	0.20	9	0.07
TOTAL	5,969,900	1.64	0.95	1.24	0.45	21	0.12

Table 3. Mons Cupri & Whim Creek Open Pit Ore Reserve Estimates at a cut-off grade of 0.85% Cu Eq (all Probable)

Category	Tonnes	Cu Eq	Cu	Zn	Pb	Ag	Au
Probable		%	%	%	%	g/t	g/t
Mons Cupri	2,774,900	2.19	1.13	1.81	0.76	32	0.20
Whim Creek	691,400	2.19	1.72	1.14	0.18	9	0.07
Total Probable	3,466,300	2.19	1.25	1.67	0.64	27	0.17

Note: the Mineral Resources were estimated by ordinary kriging using Vulcan software.

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Mineral Resource and Ore Reserve revisions are currently being prepared in accordance with the JORC Code 2004 for the nearby Salt Creek and Evelyn (LibertyIndee Project area) deposits, which are located within 17km and 35km respectively, of the Whim Creek site.

Wireframe models of the high grade zinc-lead-silver and copper lenses at Salt Creek have been completed ( see Fig 2 below ).

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Fig 2 – Wireframes of the high-grade zinc-lead-silver and copper lenses at Salt Creek

Scoping Study

Snowden Mining Consultants were appointed to undertake a Scoping Study into the development of a sulphide operation at Whim Creek.

Key components of the Study include:

• Open pit production at Mons Cupri, Whim Creek and Evelyn in Years 1-5

• Open pit and underground production from Salt Creek in Years 5-8

• Targeted production rate of 600-700ktpa @ >2% Cu Eq

• Production of copper, zinc and lead concentrates (with silver and gold credits)

• Three-stage flotation circuit

• Effective utilisation of substantial existing infrastructure including crusher, local power grid, haul roads, accommodation, etc

Optimisation modelling of the Whim Creek and Mons Cupri open pits was based on economic parameters summarised in the attached tables.

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Net Smelter Returns (including grade, flotation recovery, shipping cost and smelter and refinery terms) were calculated for each ore block. The preliminary optimisation modelling indicates a robust operating cost profile for the Mons Cupri and Whim Creek pits with indicated C1 costs of less than US$1.0/lb copper based on the economic parameters adopted.

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Fig 3 – Cross-section of the Mons Cupri sulphide resource model with optimum pit shell

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Fig 4 – Three-dimensional representation of the Whim Creek sulphide resource with existing oxide open pit

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The Scoping Study is expected to be completed in early November. It is anticipated that the Company will then commit to a Feasibility Study which will be finalised in the third or fourth quarter of the 2010/11 financial year.

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----- Start of picture text -----

2010 2011 2012
Year 1 Year 2 Year 3
ACTIVITY Jun Sep Dec Mar Jun Sep Dec Mar Jun Sep Dec
Resource Definition Drilling
JORC Resource Estimation
Scoping Study
Metallurgical Testwork
Process design
Pit/UG Design
Environmental Approvals
Additional Lease Applications
Board Approval
Final Circuit Design
Key Contracts
Construction
Commission
Mons Cupri Pre-strip
Mons Cupri Production
Whim Creek Production
Liberty Indee Production
Salt Creek Development
Salt Creek Production
Preliminary
Feasibility Study
Construction
Production
----- End of picture text -----

Anticipated timetable to production, assuming a successful scoping study result

Exploration

Drilling re-commenced in October 2010 targeting the excellent potential for further additions to the Mineral Resources and Ore Reserves in the Whim Creek and Mons Cupri areas. The first target for significant resource additions will be a broad zone of VMS mineralisation located to the northwest of Mons Cupri.

Further exploration work is also underway on other VMS targets, including the LibertyIndee area located approximately 35km to the south, which is believed to have the potential to emerge as a second VMS camp, raising the prospect of multiple additional VMS deposits in the district.

SX-EW Operations

WASCO Pty Ltd commenced construction of a five tonne per annum copper cathode SX-EW plant. The plant is expected to be commissioned in the second Quarter of 2010/2011. Venturex will receive 50% of net profit after recovery of capital.

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BRAZIL

Mato Grosso and Pará States

During the Quarter, the Company’s 100%-owned subsidiary, CMG Mineração Limitada (CMGM), continued to conduct detailed evaluation of several projects in the Western Tapajos Gold province.

The Western Tapajos Gold Province is the western portion of the Archean-Proterozoic Amazon Craton. Covering a total area of approximately 135,000km², it comprises part of the Pará, Amazonas and Mato Grosso states of northern Brazil. This Gold Province is host to numerous gold deposits including Tocantinzinho, Palito, São Jorge, Cuiu Cuiu, Creporrizinho, Ouro Roxo, V3 and Jatai.

Exploration – Rio Pombo Project

As previously reported in the June Quarter activities report, CMGM completed a 1,500 metre trench sampling program over the Rio Pombo project. Significant trench sampling results included 2 metres grading 35.7g/t Au and 2 metres grading 17.9g/t Au. CMGM is now defining a first-pass drill program over the project but due to the imminent onset of the wet season in Mato Grosso, it is likely that the program will be delayed until the third quarter 2010/11.

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Figure 5. Trench sampling results. Rio Pombo Project, Mato Grosso.

Exploration – Jatoba and Tanque Fundo Projects

No significant exploration was conducted on Jatoba and Rio Pombo during the Quarter as CMGM directed its resources towards new project evaluation In the Tapajos region.

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CORPORATE

Securities Information

During the Quarter, the Company made the final placement of 19,444,444 ordinary fully paid shares to Regent Pacific Group Ltd, raising an additional $1.75 million. Regent now holds 19.9% of the Company’s issued capital.

The $15 million convertible note approved at General Meeting on 16 June 2010 to enable the Company to pursue acquisition opportunities was not issued and has now lapsed.

The Company’s current capital on issue is:

• 655,168,741 ordinary fully paid shares

• 77,212,411 unlisted options[2]

Financial Information

The Company currently has $4.16 million cash at bank (excluding performance bonds) and no debt.

Finders exercised its option to acquire the Whim Creek leach-pad stacker and agglomerator for $200,000 in October 2010. This equipment was surplus to the Company’s requirements.

General Information

An Analyst’s Site Visit to the Pilbara VMS Project was conducted on 21-22 September 2010.

The Annual General Meeting of Shareholders will be held on 26 November 2010.

TIM SUGDEN Managing Director

For further information, please contact:

Tim Sugden / Liza Carpene – Venturex Resources Limited on (08) 6389 7400 Nicholas Read / Paul Armstrong – Read Corporate on (08) 9388 1474

2 An additional 3,000,000 unlisted options are subject to Shareholder approval at the AGM.

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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 Mineração Ltda.

Competency Statement

The information in this report that relates to Exploration Results and Mineral Resources is based on information compiled by Mr Steven Wood, who is a Member of the Australasian Institute of Mining and Metallurgy. Mr Wood 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 Exploration Results, Mineral Resources and Ore Reserves”. Mr Wood consents to the inclusion in the report of the matters based on their information in the form and context in which it appears.

The information in this report as it relates to Ore Reserves is based on information reviewed by Dr Timothy 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 Exploration Results, 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.

Mons Cupri and Whim Creek Mineral Resource Estimate Parameters
Tenement	The Mons Cupri Volcanogenic Massive Sulphide (VMS) deposit is within M47/238 and the Whim Creek VMS deposit is within M47/236 and M47/443 which are wholly owned by Venturex Pilbara Pty Ltd, a subsidiary of Venturex Resources Limited.
Geology	Mons Cupri and Whim Creek are Archaean polymetallic (Cu, Zn, Pb, Ag, Au) VMS deposits hosted by volcanogenic sediments. There are two principal styles of mineralisation: stratabound massive sulphide and stringer/feeder.
Previous Exploration	The sulphide zone at Mons Cupri was discovered by Texas Gulf Australia Ltd in the late 1960s. Further drilling was conducted by Dominion Mining Ltd and Straits (Whim Creek) Pty Ltd. In the 1960s and 1970s drilling and mining studies were conducted at the Whim Creek deposit by Whim Creek Consolidated NL and Dominion Mining Ltd. Straits (Whim Creek) mined the oxide resources via open cuts. Venturex Resources Limited acquired Straits (Whim Creek) Pty Ltd in February 2010 and commenced drilling in May 2010.
Drilling Technique	The drilling is diamond and reverse circulation (RC) with the majority of recent drilling being RC. Diamond core size is HQ and NQ. Core recovery is generally excellent. Core orientations were done where possible. Hole intersections points within the orebody are generally spaced 15 – 30 metres, with the majority less than 20 metres. Down hole orientation information is mainly from 30 metres-spaced single shots, with more recent drilling having some gyro to confirm the single shots. At Mons Cupri hole orientation is generally 30 – 90 degrees to the stratiform component of the ore body with the majority being ~60 degrees. At Whim Creek hole orientation is generally 60 – 90 degrees with the majority being ~80 degrees.
Logging and core photo’s	Geological logging is sufficient and representative across the deposits. Wet core photographs have been taken of holes drilled in the last 6 years.
Sampling Technique	At Mons Cupri samples used in the resource estimation area are approximately 50% diamond core and 50% RC chips. Core samples are generally <1.5 metres. Recent RC samples are generally 1m splits.
Sample preparation and Assay Technique	Recent samples were analysed at UltraTrace Laboratories, Perth, WA. Samples were dried, crushed, split with a riffle splitter and pulverized. Au, Cu & Zn was determined by ICP Optical Emission Spectrometry. Ag & Pb was determined by ICP Mass Spectrometry.
Database and QAQC	DataShed™was used for drill hole and sample data storage and validation. Samples with QAQC data were evaluated using QAQCR assay quality reporting software. QAQC data evaluation included field duplicates, lab standards, repeats and lab blank flushes.
Interpretation	Geological confidence is high for the main high grade stratabound zone in both deposits. At Mon Cupri geological confidence is moderate in the lower zinc zone and the stringer/feeder zone where grade distributions are more erratic and data density is lower. Cut-off grades were determined using log probability plots. The high grade zone wireframes were interpreted using a 0.8% Cu and 2% Zn cut-off. At Mons Cupri the stinger/feeder zone was interpreted using 0.2% Cu cut-off.

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Dimensions	At Mons Cupri the high grade stratabound zone measures ~300 metres (NW) by 160 metres (NE). It is approximately 30 metres thick and dips to the west at 30 degrees. The stringer feeder zone measures 350 metres (EW), 150 metres (down dip) and is generally 30 metres thick. At Whim Creek.the ore body measures ~500 metres (EW) by ~100 metres (NS). It averages 8 metres in thickness and dips ~30 degrees to the north.
Estimation and Modelling Techniques	The block models and estimations were conducted using Vulcan 8.0 software. The block model had a parent cell measuring 10 metres (X axis), 10 metres (Y) and 3 metres (Z) with sub-cells of 2 metres (X), 2 metres (Y), 0.5 metres (Z). This block size is appropriate given an average drill spacing of 20 metres. The estimation was performed using ordinary kriging. Search ellipse parameters were derived from variograms using Snowden Supervisor software. Top cuts were determined using log probability plots. At Mons Cupri a top cut of 4g/t Au and 2% Pb was used in the high grade domain and top cuts of 4% Zn and 1.5% Pb were used in the copper stringer/feeder zone. At Whim Creek top cuts of 15% Cu and 20% Pb were used in the transitional zone. The estimations were validated against original composite grades, by section and globally.
Moisture	Tonnages are estimated on a dry basis. Moisture content in ore is expected to be very low.
Bulk Density	For the Mons Cupri deposit assigned average specific gravity (SG) values were used in the resource estimation: 2.3 g/cm3for oxide waste (based on historical determinations), 2.8 g/cm3for fresh waste, 2.9 g/cm3for the stringer/feeder zone, 3.0 g/cm3for the high grade copper zone and 3.2 g/cm3for the high grade zinc zone. SG was determined by the water immersion technique on drill core. For the Whim Creek deposit assigned specific gravity (SG) values were used in the resource estimation based on historical determinations: 2.67 g/cm3for oxide material, 2.76 g/cm3for transitional and fresh waste, 2.79 g/cm3for transitional ore and 2.91 g/cm3 for fresh ore.
Classification	Classifications into Inferred, Indicated and Measured categories are based on a combination of average weighted distance from sample points, variography, drill density and geological confidence.
Cu Eq Calculation	The Cu Eq (Copper Equivalent) calculation is based on metal values and relative process recoveries (see below). Based on metallurgical recoveries and projected concentrate grades, the Company believes that revenue will be received for each of these metals. The Cu Eq formula used in this report is as follows: Cu Eq = Cu% + Zn% x 0.28 + Pb% x 0.26 + Ag(ppm) x 0.008 + Au(ppm) x 0.513
Mons Cupri and Whim Creek Ore Reserve Parameters
Status of scoping studies	Venturex Resources Limited (the Company) is currently conducting a Scoping Study into the development of a base metals operation centred on the established Whim Creek Mining Leases (M47/236, M47/237, M47/238, M47/443, M47/323, M47/324). The Study is based on feasibility studies previously conducted by Straits Resources Limited from 2004 to 2008. Previous work includes resource/reserve estimation, open pit and underground mine design, metallurgical test work, mill design and costing and environmental and social impacts. The Company is of the view that a substantial component of the Mons Cupri and Whim Creek Mineral Resource can be converted to Ore Reserves because there is a reasonable expectation that an economically-viable development will proceed and additional approvals, licences and contracts will be received or modified. The Whim Creek site includes substantial mining infrastructure, including crusher, workshops, water bores, power distribution systems, accommodation and haul roads.
Net Smelter Return	The Probable Ore Reserves was estimated using a Net Smelter Return estimate on a Cost, Insurance and Freight (CIF) basis and incorporating commercial factors relating to: • Metal prices o Copper US$6612/t; Zinc US$1983/t; Lead US$1983/t; Silver US$18/oz; Gold US$1200/oz • Flotation recoveries to copper, zinc and lead sulphide concentrates: o Copper 92%; Zinc 85%; Lead 80%, o 95% Ag and 90% Au (split between Cu, Zn and Pb concentrates) • Smelter terms o Copper conc: 1% deduction; 97% payable o Zinc conc: 8% deduction; 97% payable o Lead conc: 3% deduction; 97% payable o Au and Ag: variable • Foreign exchange (A$1.0 = US$0.89) • Haulage, shipping and loading (via Port Hedland) A$70/t • Treatment and refining charges o Copper US$50/t concentrate; US$.05/lb o Zinc US$240/t concentrate; US$.05/lb o Lead US$160/t concentrate; US$.075/lb

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	o Silver US$0.5/oz o Gold US$5.0/oz • State Royalty 5%
Market Assessment	The Company has conducted extensive evaluations of demand, supply and stock situations for copper, zinc, lead and the precious metal by-products. The metal values used in the optimization are considered reasonable in the context of consensus demand/supply outlook.
Site Costs	Fixed & variable processing charge = $43.3/t (assuming a milling rate of 600,000t per annum)
Cut-off parameters	The economic cut-off grade based on the estimated NSR, mining costs and site processing costs is 0.85% Cu Eq for both Mons Cupri and Whim Creek.
Dilution	Mining dilution is considered to be incorporated into block grade estimates because of the smearing effect of ordinary kriging. In subsequent feasibility studies, specific dilution parameters will be determined for the edges of the ore domains, but given the thickness and continuity of mineralisation and gradational ore contacts on the lower margins, net dilution is expected to be minimal.
Open pit mining costs	Mons Cupri Load &Haul Total Waste Cost (A$/bcm) Additional Costs for Ore (A$/bcm) RL 1143-1134 4.68 2.21 RL 1134-1122 5.47 2.16 RL 1122-1110 5.39 1.94 RL 1110-1098 5.07 1.99 RL 1098-1086 4.76 2.11 RL 1086-1074 4.81 2.05 RL 1074-1062 4.99 2.07 RL 1062-1050 5.39 1.99 RL 1050-1038 5.39 2.24 RL 1038-987 5.92 2.48 RL 987-936 6.48 2.68 RL 936-885 7.04 2.89 Whim Creek RL 1078-1066 4.68 2.21 RL 1066-1054 5.47 2.16 RL 1054-1042 5.39 1.94 RL 1042-1030 5.07 1.99 RL1030-1018 4.76 2.11 RL 1018-1006 4.81 2.05 RL 1006-994 4.99 2.07 RL 994-982 5.39 1.99 RL 982-970 5.39 2.24 RL 970-958 5.92 2.48 Drill & Blast $2.0/bcm
Wall angles	Wall angles of 49 degrees in the oxide zone and 55 degrees in the primary zone were used in the Whittle optimisations.

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Appendix 5B Mining Exploration Entity Quarterly Report

Rule 5.3

Appendix 5B – 1st Quarter 2011

Mining Exploration Entity Quarterly Report

Introduced 1/7/96. Origin: Appendix 8. Amended 1/7/97, 1/7/98, 30/9/2001, 01/06/10.

Name of Entity:

Venturex Resources Limited (ASX Code: VXR)

ABN: 28 122 180 205	Quarter Ended ('Current Quarter')
28 122 180 205	30 September 2010

Consolidated Statement of Cash Flows

			Year to Date (3 months) $A’000
		Current Quarter $A’000
1.1 1.2 1.3 1.4 1.5 1.6 1.7	Cash Flows Related to Operating Activities Receipts from product sales and related debtors Payments for: (a) exploration and evaluation (b) development (c) production (d) administration Dividends received Interest and other items of a similar nature received Interest and other costs of finance paid Income taxes paid Other	- (1,365) - - (556) - 68 - - -	- (1,365) - - (556) - 68 - - -
	Net Operating Cash Flows	(1,853)	(1,853)
1.8 1.9 1.10 1.11 1.12	Cash Flows Related to Investing Activities Payment for purchases of: (a) prospects (b) equity investments (c) other fixed assets Proceeds from sale of: (a) prospects (b) equity investments (c) other fixed assets Loans to other entities Loans repaid by other entities Other(Cash Acquired on BusinessAcquisition)	- - (6) - - 17 - - -	- - (6) - - 17 - - -
	Net Investing Cash Flows	11	11
1.13	Total Operating and Investing Cash Flows (carriedforward)	(1,842)	(1,842)

Venturex Resources Limited has four controlled entities incorporated in Australia, (Venturex Pilbara Pty Ltd formerly Straits (Whim Creek) Pty Ltd, Jutt Resources Pty Ltd, Juranium Pty Ltd and CMG Gold Ltd) and one controlled entity incorporated in Brazil, CMG Mineração Ltda. The Consolidated Statement of Cash Flows covers Venturex Resources Limited and its controlled entities.

• See chapter 19 for defined terms.

Appendix 5B Page 1 of 5

Appendix 5B Mining Exploration Entity Quarterly Report

		Current Quarter $A’000	Year to Date (3 months) $A’000
1.13 Total Operating and Investing Cash Flows (brought forward)		(1,842)	(1,842)
1.14 1.15 1.16 1.17 1.18 1.19	Cash Flows Related to Financing Activities Proceeds from issues of shares, options, etc. Proceeds from sale of forfeited shares Proceeds from borrowings Repayment of borrowings Dividends paid Other – Capital raisingcosts	1,750 - - - - (131)	1,750 - - - - (131)
	Net Financing Cash Flows	1,619	1,619
1.20 1.21	Net Increase / (Decrease) in Cash Held Cash at beginning of quarter/year to date Exchange rate adjustments to item 1.20	(223) 6,305 -	(223) 6,305 -
1.22	Cash at End of Quarter(1)	6,082	6,082

~~(1)~~ Includes $1.5m utilised to cash back environmental bonds.

Payments to Directors of the Entity and Associates of the Directors Payments to Related Entities of the Entity and Associates of the Related Entities

1.23 1.24 1.25	Aggregate amount of payments to the parties included in item 1.2 Aggregate amount of loans to the parties included in item 1.10 Explanation necessary for an understanding of the transactions	Current Quarter $A'000
		134
		-
	Item 1.23 includes aggregate salaries, directors’ fees, corporate advisory & consulting fees at normal commercial rates

Non-Cash Financing and Investing Activities

• 2.1 Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows

.2	-
	Details of outlays made by other entities to establish or increase their share in projects in which the reportingentityhas an interest
	-

• See chapter 19 for defined terms.

Appendix 5B Page 2 of 5

Appendix 5B Mining Exploration Entity Quarterly Report

Financing Facilities Available

Add notes as necessary for an understanding of the position.

	Amount Available	Amount Used $A’000
	$A’000
3.1 Loan facilities	-	-
3.2 Credit standby arrangements	-	-

Estimated Cash Outflows for Next Quarter

	$A’000
4.1 Exploration and evaluation 4.2 Development 4.3 Production 4.4 Administration	1,500
	-
	-
	800
Total:	2,300

Reconciliation of Cash

Reconciliation of cash at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts is as follows.
	Current Quarter $A’000	Previous Quarter $A’000
5.1 Cash on hand and at bank 5.2 Deposits at call 5.3 Bank overdraft 5.4 Cash secured against environmental bonds	10	41
	4,519	4,728
	-	-
	1,553	1,536
Total: Cash at End of Quarter(item 1.22)	6,082	6,305

Changes in Interests in Mining Tenements

6.1 Interests in mining tenements relinquished, reduced or lapsed 6.2 Interests in mining tenements acquired or increased	Tenement Reference	Nature of Interest (note 2)	Interest at Beginning ofQuarter	Interest at End of Quarter

• See chapter 19 for defined terms.

Appendix 5B Page 3 of 5

Appendix 5B Mining Exploration Entity Quarterly Report

Issued and Quoted Securities at End of Current Quarter

Description includes rate of interest and any redemption or conversion rights together with prices and dates.

	Total Number	Number Quoted		Issue Price Per Security (cents) (see note 3)	Amount Paid Up Per Security (cents) (see note 3)	Amount Paid Up Per Security (cents) (see note 3)
7.1 Preference+Securities (Description)	-	-
7.2 Changes During Quarter (a) Increases through issues (b) Decreases through returns of capital, buy- backs,redemptions
7.3 +Ordinary Securities	655,168,741	655,168,741
7.4 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy- backs	19,444,444	19,444,444		Deemed value of 9.0 cents		1,749,999
7.5 +Convertible debt securities (Description)
7.6 Changes during quarter (a) Increases through issues (b) Decreases through securities matured, converted
7.7 Options (Description and Conversion Factor) VXRAC VXRAB VXRAO VXRAI VXRAK	650,000 1,457,148 21,000,000 12,000,000 42,105,263	- - - - -		20 cents Exercise Price 20 cents 10 cents 15 cents 9.5 cents	30 Nov 2010 Expiry Date 22 April 2011 12 Jan 2012 6 Dec 2012 31 Jan 2012
7.8 Issued during quarter				Exercise Price		Expiry Date
7.9 Exercised during quarter
7.10 Expired during quarter				Exercise Price		Expiry Date
7.11 Debentures (totals only)
7.12 Unsecured notes (totals only)

• See chapter 19 for defined terms.

Appendix 5B Page 4 of 5

Appendix 5B Mining Exploration Entity Quarterly Report

Compliance Statement

1 This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Act or other standards acceptable to ASX (see note 4).

2 This statement does give a true and fair view of the matters disclosed.

Sign Here: ____ Company Secretary

Date: 29 October 2010

Print Name: Liza Carpene

Notes

• 1 The quarterly report provides a basis for informing the market how the entity’s activities have been financed for the past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report.

• 2 The “Nature of interest” (items 6.1 and 6.2) includes options in respect of interests in mining tenements acquired, exercised or lapsed during the reporting period. If the entity is involved in a joint venture agreement and there are conditions precedent which will change its percentage interest in a mining tenement, it should disclose the change of percentage interest and conditions precedent in the list required for items 6.1 and 6.2.

• 3 Issued and quoted securities The issue price and amount paid up is not required in items 7.1 and 7.3 for fully paid securities .

• 4 The definitions in, and provisions of, AASB 1022: Accounting for Extractive Industries and AASB 1026: Statement of Cash Flows apply to this report.

• 5 Accounting Standards ASX will accept, for example, the use of International Accounting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with.

== == == == ==

• See chapter 19 for defined terms.

Appendix 5B Page 5 of 5