DEVELOP GLOBAL LIMITED — Interim / Quarterly Report 2012

Oct 26, 2011

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QUARTERLY ACTIVITIES REPORT FOR PERIOD ENDING 30 SEPTEMBER 2011

ASX Announcement ASX Code: VXR Released: 27 October 2011

Highlights

• Pilbara VMS Bankable Feasibility Study Advances

• Key Management Appointments Made

• Large Increase In Sulphur Springs Underground Reserve

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

• Excellent Metallurgical Test Work Results

• New VMS Alteration System Drilled Near Mons Cupri

• Further Exploration on Gold Projects in Tapajós Region, Brazil

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PILBARA VMS COPPER-ZINC PROJECT

Board

Tony Kiernan Chairman

Tim Sugden Managing Director

Allan Trench Non-Executive Director

John Nitschke Non-Executive Director

Bankable Feasibility Study

The Company continued to advance the Pilbara VMS Copper-Zinc Project Bankable Feasibility Study (BFS).

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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

Figure 1: Pilbara VMS Project – Key Locations

ABN: 28 122 180 205

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The Company’s diverse Pilbara assets offer a range of options for their commercial exploitation. Work to date on the BFS indicates the highest returns will be derived from a project comprising:

• A 1.3-1.5tpa treatment plant at Whim Creek adjacent to the former Straits heap leach project, with a tailings storage facility;

• Open pits near Whim Creek providing approximately 650,000 tonnes of ore per annum;

• An underground mine at Sulphur Springs yielding approximately 850,000 tonnes of ore per annum to be hauled by road to Whim Creek;

• Infrastructure to support the operations, including accommodation villages, workshops, offices, roads, water supply and power generation capacity at both Whim Creek and Sulphur Springs;

Annual production is targeted at 20,000 tonnes of copper and 40,000 tonnes of zinc in concentrates, together with significant silver and gold credits.

Management

Mr Ian Suckling joined the Company as Chief Operating Officer (COO) in early October. This key appointment bolsters Venturex’s in-house expertise in anticipation of the transition of the project to the conclusion of the BFS and beyond; through construction and commissioning; and into production.

Mr Suckling is a mining engineer with over 30 years’ experience in operational, technical and project roles. It is his responsibility to advance the feasibility study work to a conclusion that enables the assets to yield maximum returns; to ensure that critical risks are identified and mitigated; and to carry the project forward.

Mr John Cooper has been appointed to the position of Sustainability Coordinator, bringing his expertise in environmental science and his broad experience of environmental management and permitting.

Further appointments will be made to broaden and strengthen the team at appropriate points during this process.

Key consultants employed on the BFS include RMDSTEM, who have been managing and coordinating the study; and GR Engineering Services Pty Ltd, who have managed the metallurgical test work preparatory to advancing the process design and engineering. Others include Snowden, Gijima AST, Mining Solutions, and Outback Ecology. These experts have made progress on mine design and scheduling; metallurgical test work, process design, and engineering of infrastructure; environmental and permitting work; and cost and financial modelling. In-house expertise, with support from consultants, has been used to advance considerations of resources and reserves; organisation and personnel; logistics and supply; and safety and risk management.

The finalised BFS is expected to be delivered in the first quarter of the 2012 calendar year.

Resources

Final assay results were received for all holes in the Mons Cupri metallurgical sampling program. MCD007 , the last diamond drill in the program intersected:

15.7 metres @ 3.21% Cu, 0.48% Zn, 58.1g/t Ag and 1.64g/t Au [4.67% CuEQ]

This intersection is approximately 125 metres down dip of previously reported intersections:

MCD003: 121.75 metres @ 1.24 % Cu [1.45% CuEQ], including 23.7 metres @ 2.69% Cu [3.35% CuEQ], and

MCD004: 102.7 metres @ 1.69% Cu [2.42% CuEQ], including 60.75 metres @ 2.47% Cu [3.57% CuEQ].

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The true width of the MCD007 intersection is approximately 15 metres. The mineralisation is shallower (from 110.3 metres down hole), wider and higher grade than previous interpretations.

The higher grades intersected in the central part of the proposed open pit will further enhance the economics of the BFS.

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Figure 2: Mons Cupri Cross Section 7690860mN

Mining Studies

Open Pits

Mining engineering and geotechnical work was conducted preparatory to revision of the open pit designs at Mons Cupri and Whim Creek upon receipt of the updated Mons Cupri ore block model that will incorporate information from the recent diamond drilling programme as well as potentially including the Northwest Mons Cupri mineralisation. This redesign work is planned for the December quarter.

Underground

The Company has now completed the first stage of mine design at the Sulphur Springs Copper-Zinc Deposit, resulting in an increase in the JORC Reserve. Scope remains for this reserve to increase further as designs are optimised and refined.

	SULPHUR SPRINGS PROBABLE RESERVE
Domain	Tonnes	Cu %	Zn %	Pb %	Ag g/t	CuEQ %
Copper	4,255,000	2.1	3.7	0.2	17	3.1
Zinc	1,408,000	1.1	6.0	0.3	23	2.6
Total	5,663,000	1.9	4.3	0.2	18	3.0

The Reserve is based on an economic cut-off grade of 1.85% CuEQ[1] . Metal prices used in the cut-off grade calculation are US$3.57 for copper; US$1.12 for zinc and US$32 for silver with a $A/$US exchange rate of 0.94. Stope recovery ranges from 72% to 95% and average stope dilution is estimated to be 6.6% @ 0.3% CuEQ. Flotation recoveries based on locked-cycle test work are 94% for copper, 89% for zinc and 45% for silver. Mining, haulage and processing costs are based on contractor estimates and peer comparisons. TC/RC costs are based on long term forecasts.

1 CuEQ = Cu% + Zn% x 0.2017 + Ag (ppm) x 0.01076

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Sulphur Springs will be developed as an underground mine. Mine access will be via a single decline, which, after 450 lateral metres, will split into a twin decline system to allow access to the eastern and western ore lodes.

The ore deposit is shallow, making early ore production possible. First production will be from the 1100 RL eastern level which is located approximately 155 vertical metres below the portal. Capital development costs also benefit from the shallow depth.

The principal mining method will be a modified Avoca transverse stoping method with 25 metre level intervals. In narrower zones a longitudinal method will be used. Detailed production scheduling is currently being undertaken and this is likely to result in a production rate of approximately 850,000 tonnes per annum.

Cost figures have been estimated as a basis for planning work, but final detailed mining operating and capital costs will be calculated later in the BFS, which will include the final mine design; the complete mining schedule; and confirmation of cost drivers. Operating costs are expected to be within the lower quartile given:

• the high ore tonnage per vertical metre (average 27,000 and up to 35,000 tonnes per vertical metre);

• the relatively favourable orebody geometry that should allow for low dilution and high ore recovery;

• mining methods that should yield high productivities from a small fleet;

• the competent ground conditions expected; and

• the shallow depth, resulting in low underground haulage costs;

The ore from Sulphur Springs will be hauled to a proposed centralised processing facility at Whim Creek.

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Figure 3: Sulphur Springs stoping panels with proposed mine development

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Metallurgical Test Work and Process Design

The Company has received metallurgical test results for Sulphur Springs Copper-Zinc ore. Confirmatory testing of the Sulphur Springs flotation regime culminated in a nine cycle locked cycle flotation test which provided the following averages:

• 95% copper recovery to a clean concentrate grading 26.4% Cu with low lead and zinc values, and

• 90% zinc recovery to a clean concentrate grading 58.9% Zn with a low iron assay of 5.9% Fe.

	MASS	COPPER		ZINC		SILVER		LEAD
PRODUCTS RECOVERED	%	Grade %	% dist	Grade %	% dist	Grade m	% dist	Grade %	% dist
						**pp **
Copper ReCl Conc 1-3	6.3	26.38	95.1	1.28	2.0	74	25.3	1.09	39.2
Zinc ReCl Conc 1-3	6.3	0.52	1.9	58.94	90.3	56	19.1	0.22	7.7
Zinc Rougher Tails	87.4	0.06	3.0	0.36	7.7	12	55.6	0.11	53.1
Calculated Head	100.0	1.75	100.0	4.11	100.0	18	100.0	0.18	100.0
Assay Head		1.82		4.00		18		0.17

The tabulated results are the average of final three cycles of the locked cycle test. The test was conducted with a grind size of P80 45µm using Whim Creek aquifer water and stainless steel/mild steel grinding media. The test was performed by AMDEL Mineral Laboratories and designed and supervised by GR Engineering Services.

BFS metallurgical test work is now focused on the Mons Cupri and Whim Creek VMS deposits, which have several geometallurgical domains. Various batch and blended ore treatment processes are being examined in order to determine the approaches that will result in the best recoveries and yield marketable concentrates of maximum value.

Design of the Whim Creek processing facility is to follow the metallurgical test work, with the plant being scaled to handle the annual combined production from the Sulphur Springs underground mine (0.85 million tonnes) and the Mons Cupri and Whim Creek open pits (approximately 0.65 million tonnes).

The first stage of the tailings dam design has been completed. A tailings dam site has been selected and a design scoped to accommodate and impound the tailings anticipated from the treatment of all reserves.

Infrastructure

Substantial progress has been made on accommodation facilities, power supply and other infrastructure requirements. The proximity of the operations to existing infrastructure and the consequent incremental nature of additions is a key source of advantage for the Pilbara VMS Copper-Zinc Project over comparable greenfield projects.

Environment and Permitting

Surveys of fauna, flora and ecosystems have been completed at Sulphur Springs.

Preliminary calculations have been made of water demand in order to inform work on water exploration, drawdown testing and assessment of the adequacy of existing licences. Hydrogeological studies at the proposed mining sites has been undertaken in order to establish dewatering plans.

Relevant authorities including DMP, EPA, DEC and DoW have been consulted regarding environmental assessment processes and related technical issues. Stakeholder consultation has proceeded with a range of local government and other bodies in the Pilbara Region.

Labour Cost Study

Hays Resources were engaged to conduct a labour cost study for the BFS. This information, inclusive of on-costs, anticipated salary growth rates and rosters has now been incorporated into a draft financial model.

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Finance

Discussions are continuing with a number of national and international banks regarding the provision of debt funding for the construction of the Pilbara VMS Copper-Zinc Project.

Project Timetable

The Company is on track to complete the BFS in the first quarter of 2012. Subject to Board approval, finance and permitting, development is anticipated to commence in mid-2012 with first production towards the end of 2013.

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Upside to Base Case BFS

In parallel to the Base Case BFS, several upside options are being evaluated. These include:

• expansion of the Sulphur Springs underground reserve and production rate,

• fast track development of the high grade Salt Creek Cu-Zn-Pb deposit for possible production of direct shipping ore,

• production of a lead (silver-gold) concentrate, and

• production of a pyrite concentrate.

EXPLORATION

Exploration - Pilbara VMS Project

Mons Cupri South (Whim Creek Site)

During the quarter the Company reported highly encouraging results from exploration drilling underway approximately 1km to the south of the existing Mons Cupri Copper-Zinc deposit.

Eleven RC/diamond holes (4,201.4 metres) were drilled to test induced polarisation (IP) anomalies associated with the target Mons Cupri horizon.

Drilling has revealed that the dip of the Mons Cupri stratigraphy is shallower than expected providing a large area of several square kilometres of near-surface exploration potential. The thickness and intensity of alteration and abundance of stockwork and disseminated sulphide mineralisation (mainly pyrite, chalcopyrite and sphalerite) intersected generally increases to the south, suggesting the presence of a second mineralising centre in this direction.

The Company is highly encouraged by the broad and shallow extent of the target horizon – and also by the extent of anomalous copper-zinc mineralisation revealed by the drilling thus far. With a broad average drill spacing of approximately 300 metres, there remains great

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potential for a new discovery similar in dimensions to the Mons Cupri deposit. Significant mineralisation in completed holes to date includes:

• VWD001 intersected 2.0 metres of visible (~5 vol%) chalcopyrite and sphalerite mineralisation in the hanging wall Rushall Slate from 39 metres.

• Hole VWD004 intersected 23 metres (from 170.4 metres) of disseminated pyrite (~3-7 vol%) with minor chalcopyrite-sphalerite (<1 vol%) mineralisation associated with strong chlorite-sericite alteration within the Mons Cupri unit, typical of the known Mons Cupri feeder system.

• Hole VWD005 intersected 1.5 metres (from 175.5 metres) of disseminated chalcopyrite, sphalerite and galena (~2-5 vol%) associated within chlorite-sericite alteration on the Rushall Slate – Mons Cupri unit contact.

• Hole VWD010 intersected strong quartz-chlorite-sericite alteration in the Mons Cupri unit, just below the Rushall Slate contact containing a narrow zone (0.2 metres from 208.2 metres) of strong stockwork chalcopyrite mineralisation (~5 vol%) (Photo 1).

• Hole VWD011 intersected a 26.7 metre zone of strong chlorite-sericite alteration from 285.3 metres,) containing moderate disseminated pyrite (~3-6 vol%) followed by 4.4 metres (from 294.3 metres) of disseminated sphalerite and galena (~2-5 vol%) mineralisation (Photo 2). A second 2.3 metre thick zone of disseminated sphalerite mineralisation (~2-5 vol%) was intersected at 312 metres.

• Hole VWD013 intersected a quartz reef from 276.1 to 282.3 metres containing minor disseminated chalcopyrite, sphalerite and galena. Deeper in the hole at 460.95 metres a 30 cm wide zoned body of massive sphalerite and galena with minor chalcopyrite was intersected.

Assay results for all holes are pending.

A downhole geophysics program undertaken concurrently with the drilling program has highlighted a number of targets within the broader alteration zone.

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Figure 4: Mons Cupri South West Exploration Area (Cp = Chalcopyrite, Sp = Sphalerite)

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Figure 5: Cross Section on Mons Cupri to South West Exploration Area

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Photo 1: Chalcopyrite intersected in exploration hole VWD010 - 0.2m from 208.2m

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Photo 2: Disseminated sphalerite in VWD011 - 4.4m from 294.3m

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Sulphur Springs

At Sulphur Springs, the primary target area is the Bledisloe anomaly, located approximately 500 metres to the west of the main deposit. Previous drilling intersected stringer style copper (SSD050: 16.9 metres @ 0.47% Cu) which is often peripheral to massive sulphide systems. Diamond drilling commenced on 26 October 2011.

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Figure 6: Long Section of the Sulphur Springs VMS Horizon showing the large Bledisloe target area

Gold Exploration - Brazil

During the September quarter, Venturex’s wholly owned subsidiary, CMG Mineração Ltda (CMGM), concentrated its exploration activities on auger drilling at the Grande Canaã Project and Serra Verde Project in the Tapajós district and completion of the aircore drilling program at the Rio Pombo Project in Northern Mato Grosso.

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Figure 7: Gold projects controlled by CMG Mineração Ltda in Mato Grosso and Pará, Brazil

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Rio Pombo Project

A program of 77 aircore holes for 1,242 metres was completed in August. In total, 481 samples were collected and analysed for gold by fire assay at Acme Laboratories. The rig was generally unable to penetrate unweathered rock and the primary zone is considered to be inadequately tested.

The best interval was 8 metres @ 4.37g/t Au from surface, but other results were generally low grade. The list of significant intercepts below shows the intervals greater than 0.2g/t Au.

Hole ID	Max Depth	Dip	Collar Mag Az	WGS 84 East	WGS 84 North	From	To	Intercept
11RPAC001	18	-60	155	745936.0	8824809.00	17	18	1m @ 3.68g/t
11RPAC012	20	-60	155	745845.4	8824668.82	0	4	4m @ 0.6g/t
11RPAC014	17	-60	155	745847.0	8824667.00	2	4	2m @ 2.9g/t
11RPAC031	6	-60	155	745958.0	8824342.00	4	6	2m @ 0.24g/t
11RPAC040	17	-60	155	745530.0	8823922.00	12	16	4m @ 0.22g/t
11RPAC044	6	-60	155	745148.0	8824583.00	0	4	4m @ 0.6g/t
11RPAC050	22	-60	155	744399.0	8824849.00	0	8	8m @ 4.37g/t
11RPAC069	26	-60	155	746371.0	8824087.00	8	12	4m @ 0.21g/t
11RPAC071	25	-60	155	746320.0	8824196.00	0	4	4m @ 0.4g/t
11RPAC075	13	-60	155	745172.7	8824564.92	8	13	5m @ 0.23g/t
						0	43	4m @ 0.32g/t
11RPAC076	22	-60	155	745167.5	8824573.19	0	2	2m @ 0.4g/t
11RPAC077	16	-60	155	745941.9	8824789.86	0	4	4m @ 0.3g/t
						12	14	2m @ 0.57g/t

The drilling has also highlighted some areas of the project requiring another phase of surface sampling to extend the soil grid, particularly to the west and to the south west.

Grande Canaã Project

Auger testing of the valley where garimpo sluicing activities uncovered quartz veining did not return any significant results. An area adjacent to a channel sample result of 10 metres @ 1.27g/t Au will be further evaluated by excavator trenching upon the granting of pending environmental licences.

An area in the south of EL850079 was tested based on visually mineralised quartz veins. First pass results, including a 13g/t Au rock chip sample and 0.21g/t Au auger sample, are considered very encouraging. This area will be revisited with the aim of defining mineralised veins and structures. Auger drilling may also be undertaken in November to define larger regional structures.

Nova Canaã Project

Reconnaissance samples were collected from recent shallow workings. Results include a channel sample of 5m @ 3.3g/t Au within a mineralised sericitic shear zone and a quartz vein grab sample grading 8.15g/t Au. Initial results are encouraging and further sampling work will be undertaken in November to ascertain the extent of the mineralisation.

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Photos 3 & 4: Nova Canaã Project. 5m channel sample – 5m @ 3.33g/t Au and sericite schist sample 0.23g/t Au

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Serra Verde Project

The main activities at the Serra Verde project were line clearing, gridding and auger drilling. A 400 x 100 metre grid was established in order to undertake geochemical auger sampling in the priority exploration areas between the Fofoca Velha, Doca and Paraiba veins. These areas have potential for high grade veins or broad stockwork mineralisation. During the gridding and clearing, further mapping and rock chip sampling will also be undertaken to better define veins and structures. It is expected that about 72 auger holes will be completed in the first pass.

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Photos 5 & 6: Serra Verde Project. Shaft access to high grade vein and recent geochemical auger samples

Planned Exploration Activities in Brazil in the December Quarter

Following the Serra Verde program which is expected to be complete at the end of October, the focus will return to Grande Canaã and Castelo de Sonhos to follow up on the initial auger drilling results.

The CMGM exploration team continues to assess high quality new project areas within the Tapajós region, and aim to strategically increase the portfolio of advanced exploration assets which have been subject to significant garimpeiro activity and/or historical gold production.

CORPORATE

Securities Information

7,500,000 unlisted Employee Options were issued as per the ASX announcement on 10 October 2011.

The Company’s current capital on issue at 27 October 2011 stands at:

• 1,087,242,726 ordinary fully paid shares

• 67,447,368 unlisted options

Board and Management Changes

Mr John Nitschke, a mining engineer with over 35 years experience in the mining industry, including substantial experience operating at senior management levels in large resource companies, was appointed to the Board as a Non-Executive Director on 30 August 2011.

Mr Michael Mulroney resigned as a Non-Executive Director on 4 October 2011 to focus on other business activities.

The Board structure now consists of:

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The Executive Management Team (EMT) was expanded with the appointment of Mr Ian Suckling as the Chief Operating Officer on 10 October 2011.

The EMT now consists of Tim Sugden, Anthony Reilly, Ian Suckling and Liza Carpene.

Financial Information

The Company’s net cash position at the date of this report is ~$5.5 million (excluding performance bonds) and it has no debt.

TIM SUGDEN Managing Director

For further information, please contact:

Tim Sugden / Liza Carpene – Venturex Resources Limited on (08) 6389 7400 Tony Dawe – Professional Public Relations on 0405 989 743 / (08) 9388 0944

About Venturex Resources Limited

Venturex Resources Limited (ASX: VXR) is an 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, ‐ Liberty Indee and Sulphur Springs. 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.

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TABLE 1: CURRENT DRILL HOLE INFORMATION

	Easting (m)	Northing (m)	RL (m)	Depth (m)
Hole ID					Dip	Azimuth	Comments
VWD001	584200	7690001	61	370	-60	360	Assays pending
VWD002	584199	7689803	67	361	-60	360	Assays pending
VWD003	584451	7689863	63	340	-60	360	Assayspending
VWD004	583420	7690086	62	322	-70	360	Assays pending
VWD005	583641	7689927	66	343	-70	360	Assays pending
VWD006	583705	7690149	69	293	-70	360	Assayspending
VWD010	583273	7690314	63	320	-70	360	Assays pending
VWD011	583407	7689771	62	459	-70	360	Assays pending
VWD012	583184	7689951	62	420.9	-70	360	Assays pending
VWD014	583575	7690111	65.7	415.3	-60	360	Assays pending
VWD013	583413	76894070	60	558.4	-70	360	Assays pending
MGA Zone 50 (GDA94)

TABLE 2: METALLURGICAL TEST WORK ASSAY RESULTS AND COLLAR COORDINATES

							CuEQ %	Cu %	Zn %	Pb %	Ag g/t	Au g/t
Hole ID	Domain			From	To	Metres
MCD003	HG Zn/Cu			80.25	82.9	2.7	3.74	2.16	2.31	1.68	62.74	0.18
	HG Cu			82.9	104	21.1	3.30	2.76	0.52	0.14	28.46	0.29
	Sub-Total HG Zn/Cu			80.25	**104 **	23.8	3.35	2.69	**0.72 **	**0.32 **	32.28	0.28
	Upper Stringer			104	158	54.0	1.22	1.12	0.04	0.01	8.17	0.05
	Lower Stringer			158	202	44.0	0.85	0.75	0.06	0.03	6.86	0.04
	Total Stringer			104	202	98.0	1.05	0.95	0.05	0.02	7.58	0.05
	Total Zones			80.25	202	121.8	1.45	1.24	0.18	0.08	12.40	0.09
MCD004	HG Zn/Pb			51.5	52.65	1.2	7.45	0.22	13.46	7.98	196.74	0.63
	HG Cu/Zn			52.65	113.4	60.8	3.57	2.47	1.98	0.49	42.74	0.27
	Total Stringer			113.4	155.3	41.9	0.76	0.56	0.27	0.12	9.07	0.06
	Total Cu Zones			52.65	155.3	102.7	2.42	1.69	1.28	0.34	29.00	0.18
MCD005	Zn/Pb			124.5	135	10.5	0.81	0.06	1.68	0.59	17.55	0.07
	HG Zn/Pb			129.2	135	5.8	0.95	0.01	2.18	0.82	18.50	0.08
MCD006	HG Cu			112.25	126	13.8	2.56	2.04	0.54	0.22	27.01	0.23
	Stringer			126	145.7	19.7	1.04	0.86	0.22	0.06	9.35	0.08
MCD007	HG Cu			110.3	126	15.7	4.67	3.21	0.48	0.22	58.15	1.64
	Stringer			126	129	3.0	1.27	0.64	0.91	0.40	25.67	0.20
Hole ID	Easting	Northing		RL	Depth	Dip	Azimuth
MCD003	583888	7690843		89	229	-61	270
MCD004	583878	7690885		92	175	-65	270
MCD005	583720	7690824		75	155	-61	027
MCD006	583720	7690824		75	192	-55	060
MCD007	583720	7690824		75	160	-73	012

Competency Statements

The information in this report that relates to Exploration Results (Australia) and Mineral Resources (including Whim Creek and Sulphur Springs) is based on information compiled by Mr Steven Wood and Dr Timothy Sugden BSc PhD, who are Members of the Australasian Institute of Mining and Metallurgy. Mr Wood and Dr Sugden are fulltime employees of Venturex Resources Limited and have sufficient experience relevant to the style of mineralisation, type of deposit under consideration and to the activity which they are undertaking to qualify as Competent Persons as defined in the 2004 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr Wood and Dr Sugden consent 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 that relates to Ore Reserves is based on information compiled or reviewed by Mr David Clark who is a Member of the Australasian Institute of Mining and Metallurgy. Mr Clark is a full time employee of RMDSTEM Limited and has sufficient experience relevant to the style of mineralisation, type of deposit under consideration and to the activity being undertaken 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 Clark consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

The information in this report that relates to Brazil Exploration Results is based on information compiled by Mr Karl Weber who is a Member of the Australasian Institute of Mining and Metallurgy. Mr Weber is a fulltime employee of CMG Mineração Ltda, a wholly owned subsidiary 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 Weber consents to the inclusion in the report of the matters based on their information in the form and context in which it appears.

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- Appendix 1 Resources & Reserves as at 30 September 2011

																								Note: Full Resource and Reserve Estimation Parameters are contained in the 2011 Annual Report (pages 15-16). Mons Cupri/Whim Creek/Liberty-Indee: CuEQ = Cu + (Zn X 0.1947) + (Ag X 0.01104) + (Au X 0.483) Salt Creek: CuEQ = Cu + (Zn X 0.28) + (Pb X 0.26) + (Ag X 0.008) + (Au X 0.513) Sulphur Springs: CuEQ = Cu + (Zn X 0.2017) + (Ag X 0.01076)
ORE RESERVES	CuEQ wt %	2.1		2.1		1.9		1.9	6.0	4.6		4.8	4.0		4.0		3.0		3.0		2.8		2.8
	Au g/t	0.1		0.1		0.2		0.2	0.5	0.1		0.3	0.9		0.9		0.0		0.0		0.1		0.1
	Ag g/t	8.9		8.9		32.1		32.1	109.2	3.2		53.1	40.7		40.7		18.0		18.0		25.0		25.0
	Pb wt%	0.2		0.2		0.8		0.8	4.2	0.2		2.1	0.4		0.4		0.0		0.0		0.4		0.4
	Zn wt%	1.1		1.1		1.8		1.8	12.8	1.3		6.6	4.5		4.5		4.3		4.3		3.6		3.6
	Cu wt%	1.7		1.7		1.1		1.1	0.2	4.1		1.8	2.2		2.2		1.9		1.9		1.7		1.7
	Tonnes x 1,000	687		687		2,815		2,815	361	236		597	361		361		5,663		5,663		10,123		10,123
	JORC Classification	Probable		Sub-total		Probable		Sub-total	Probable	Probable		Sub-total	Probable		Sub-total		Probable				Probable		Total Sulphide Reserves
MINERAL RESOURCES	CuEQ wt %	1.8	1.1	1.8	2.4	1.2	0.9	1.5	6.4	4.0	3.6	5.1	4.0	1.8	3.3	2.5	2.2	1.3	2.0	2.5	2.2	1.3	2.1
	Au g/t	0.1	0.1	0.1	0.3	0.1	0.0	0.1	0.5	0.1	0.0	0.3	0.9	0.4	0.8	0.0	0.0	0.0	0.0	0.1	0.1	0.0	0.1
	Ag g/t	8.8	13.9	8.8	41.1	17.7	9.0	24.1	107.1	2.7	1.5	52.0	42.0	22.4	35.9	18.2	18.2	13.9	17.0	23.4	20.6	13.9	19.8
	Pb wt%	0.2	0.6	0.2	0.8	0.4	0.1	0.5	4.4	0.1	0.0	2.1	0.4	0.2	0.3	0.2	0.2	0.2	0.2	0.3	0.4	0.2	0.3
	Zn wt%	1.2	2.3	1.2	1.7	1.1	0.6	1.3	14.1	0.9	0.1	7.0	4.5	1.8	3.7	3.4	3.8	2.0	3.2	3.0	3.3	1.9	3.0
	Cu wt%	1.4	0.5	1.4	1.5	0.7	0.7	0.9	0.2	3.7	3.5	2.0	2.2	1.0	1.8	1.7	1.3	0.7	1.2	1.6	1.2	0.8	1.2
	Tonnes x 1,000	967	4	972	1,273	3,286	48	4,607	475	423	105	1,003	453	204	657	4,260	9,621	5,154	19,035	5,533	15,226	5,515	26,274
	JORC Classification	Indicated	Inferred	Sub-total	Measured	Indicated	Inferred	Sub-total	Indicated	Indicated	Inferred	Sub-total	Indicated	Inferred	Sub-total	Measured	Indicated	Inferred	Sub-total	Measured	Indicated	Inferred	Total Sulphide Resources
	Location	Whim Creek			Mons Cupri				Zn	Cu		Zn/Cu	Liberty- Indee			Sulphur Springs				All Locations
									Salt Creek

14

Appendix 5B Mining Exploration Entity Quarterly Report

Rule 5.3

Appendix 5B – 1st Quarter 2012

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, 17/12/10.

Name of Entity:

Name of Entity:
Venturex Resources Limited (ASX Code: VXR)
ABN: 28 122 180 205	Quarter Ended ('Current Quarter')
28 122 180 205	30 September 2011

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(1) (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 (increase in bank guarantees) Other(stampduty)	- (2,404) - - (610) - 204 - - (18) (1,204)	- (2,404) - - (610) - 204 - - (18) (1,204)
	Net Operating Cash Flows	(4,032)	(4,032)
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	- - (11) - - - - - -	- - (11) - - - - - -
	Net Investing Cash Flows	(11)	(11)
1.13	Total Operating and Investing Cash Flows (carriedforward)	(4,043)	(4,043)

Venturex Resources Limited has five controlled entities incorporated in Australia, (Venturex Pilbara Pty Ltd, Venturex Sulphur Springs 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.

17/12/2010 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)		(4,043)	(4,043)
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	- - - - - -	- - - - - -
	Net Financing Cash Flows	-	-
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	(4,043) 10,600 -	(4,043) 10,600 -
1.22	Cash at End of Quarter(2)	6,557	6,557

~~(1)~~ Actual exploration and evaluation includes $970k for the Bankable Feasibility Study. (2)At 30 September 2011 Venturex Resources Ltd had $1.6m utilised to cash back environmental bonds and rental guarantees that does not appear in the cashflow

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
		199
		-
	Item 1.23 includes aggregate salaries, directors’ fees, corporate advisory & consulting fees at normal commercial rates

Non-Cash Financing and Investing Activities

.1 .2	Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows
	-
	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.

17/12/2010 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 $A’000	Amount Used $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		850(3)
		-
		-
		900
	Total:	1,750

(3) Estimated exploration and evaluation includes $700k for the Bankable Feasibility Study.

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 Other (provide details)	53	130
		6,504	10,470
		-	-
		-	-
	Total: Cash at End of Quarter(item 1.22)	6,557(3)	10,600(3)

(3)At 30 September 2011 Venturex Resources Ltd had $1.6m utilised to cash back environmental bonds and rental guarantees that does not appear in the cashflow

Changes in Interests in Mining Tenements

6.1 6.2		Tenement Reference	Nature of Interest (note 2)	Interest at Beginning ofQuarter	Interest at End of Quarter
	Interests in mining tenements relinquished, reduced or lapsed	Serra Verde 850336	Under Application	100%	0%
	Interests in mining tenements acquired or increased	Serra Verde 850173 850336 850359 850564	Granted Granted Agreement to Acquire - Granted Granted	100% 100% 100% 100%	100% 100% 100% 100%

• See chapter 19 for defined terms.

17/12/2010 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	1,087,242,726	1,087,242,726
7.4 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy- backs
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) VXRAO VXRAI VXRAK VXRAD	21,000,000 12,000,000 18,947,368 8,000,000	- - - -		Exercise Price 10 cents 15 cents 9.5 cents 15 cents	Expiry Date 12 Jan 2012 6 Dec 2012 31 Jan 2012 28 Nov 2013
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.

17/12/2010 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 5).

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

Sign Here: ____ Company Secretary

Date: 27 October 2011

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 6: Exploration for and Evaluation of Mineral Resources and AASB 107: Statement of Cash Flows apply to this report.

• 5 Accounting Standards ASX will accept, for example, the use of International Financial Reporting 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.

17/12/2010 Appendix 5B Page 5 of 5