DEVELOP GLOBAL LIMITED — Interim / Quarterly Report 2011

Apr 28, 2011

==> picture [239 x 79] intentionally omitted <==

QUARTERLY ACTIVITIES REPORT FOR PERIOD ENDING 31 MARCH 2011

Highlights

ASX Announcement ASX Code: VXR Released: 29 April 2011

• Acquisition of Sulphur Springs Cu-Zn Deposit and $36.8m Capital Raising successfully completed

• Total Resources increased to 587,000t Cu EQ

• Total Ore Reserves set to increase

• Pilbara VMS Bankable Feasibility Study commenced

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

• Annual Production Target ~35,000t Cu EQ

• New Gold Projects acquired in Tapajós Region, Brazil

==> picture [357 x 123] intentionally omitted <==

Board

Tony Kiernan Chairman

Tim Sugden Managing Director

PILBARA VMS PROJECT

Acquisition of the Sulphur Springs Deposit (“Panorama Project”)

On 21 January 2011, Venturex announced that it had agreed to acquire the Sulphur Springs Cu-Zn Deposit (via the acquisition of all shares in CBH Sulphur Springs Pty Ltd) from CBH Resources Ltd for $26.2 million cash and a zinc off-take agreement to Toho Zinc Co Ltd. The acquisition was funded through a A$36.8m capital raising comprising a share placement to institutional and sophisticated investors and a 2:5 fully underwritten non-renounceable accelerated entitlements issue. Settlement occurred on 24 February 2011.

Michael Mulroney Non-Executive Director

Allan Trench Non-Executive Director

Anthony Reilly Executive Director

Liza Carpene Company Secretary

Sulphur Springs Cu-Zn Deposit

Sulphur Springs, located 162km SE of Port Hedland, is the largest known Volcanogenic Massive Sulphide (VMS) deposit in the Pilbara. The deposit has a JORC Mineral Resource of 19.3Mt @ 1.2% Cu and 3.2% Zn with previous feasibility studies confirming a high grade core amenable to large scale underground mining.

Effect of the Acquisition

The Sulphur Springs acquisition continues Venturex‟s regional strategy of consolidating VMS deposits in the Pilbara. The addition of Sulphur Springs adds substantial scale to the proposed centralised processing facility at Whim Creek. The larger resource base, advanced mining and transport infrastructure along with reduced unit operating costs create a compelling economic opportunity.

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

ABN: 28 122 180 205

1

==> picture [339 x 233] intentionally omitted <==

The Pilbara VMS Project

Pilbara Resources

Total resources within the Pilbara VMS Project (including Whim Creek, Liberty-Indee and Sulphur Springs) have increased to 26.9 million tonnes @ 1.2% Cu, 2.9% Zn, 0.3% Pb and 18.9g/t Ag (2.2% Cu EQ). Venturex is working towards defining a 9-10 year Ore Reserve with a Cu EQ grade of approximately 3.0-3.5% Cu EQ. With VMS deposits known to occur in clusters, considerable exploration potential exists at Whim Creek, Liberty-Indee and Sulphur Springs to expand known deposits and discover new VMS resources.

Location JORC Classification Tonnes Cu % Zn % Pb % Ag g/t Au g/t	Location JORC Classification Tonnes Cu % Zn % Pb % Ag g/t Au g/t	Location JORC Classification Tonnes Cu % Zn % Pb % Ag g/t Au g/t	Location JORC Classification Tonnes Cu % Zn % Pb % Ag g/t Au g/t	CuEq %
Measured 1,274,000 1.5 1.7 0.8 41.0 0.30 2.6 Indicated 5,989,000 1.1 2.4 0.7 23.6 0.20 2.2 Inferred 367,000 1.7 1.1 0.2 14.3 0.30 2.3 All Whim Creek/Salt Creek
Total 7,630,000 1.2 2.2 0.7 26.1 0.20 2.2
Panorama Measured 4,500,000 1.6 3.2 0.2 17.0 2.6 Indicated 10,500,000 1.2 3.5 0.2 17.0 2.3 Inferred 4,300,000 0.6 2.2 0.2 13.0 1.3
Total 19,300,000 1.2		3.1 2	0.2 16.1 2.2
PROJECT Measured 5,774,000 1.6 2.9 0.3 22.3 0.1 2.6 TOTAL Indicated 16,489,000 1.2 3.1 0.4 19.4 0.1 2.3 Inferred 4,667,000 0.7 2.1 0.2 13.1 0.0 1.4
Total 26,930,000	1.2 2.9 0.3 18.9 0.1 2.2
	Copper Zinc Lead Silver Gold Cu EQ t
Total Contained Metals(tonnes/oz)	315,360 773,960 92,010 16,398,198 15,260 587,105

Combined Resources of the Pilbara VMS Project

(Rounding errors may occur. Cu EQ: Cu% + Zn% x 0.255 + Pb% x 0.24 + Ag(ppm) x 0.008 + Au(ppm) x 0.5)

Bankable Feasibility Study (BFS)

On 31 January, Venturex announced the commencement of a Bankable Feasibility Study for the development a centralised processing plant at Whim Creek supplied from open pit mining at Whim Creek and a high grade underground mining operation at Sulphur Springs. The BFS will draw on extensive previous scoping and feasibility studies undertaken for standalone projects at both Whim Creek and Sulphur Springs. The total budget for the BFS is $2.6 million.

2

The Company has assembled a highly experienced BFS team led by the following key Project Managers:

• RMD-STEM - Overall study management, mining and financial modelling.

• GR Engineering Services - Metallurgical test work, process design, evaluation of existing facilities at Whim Creek, power supply, haul roads, accommodation and communications.

• Outback Ecology - Environmental baseline surveys and environmental permitting.

Considerable progress was achieved during the quarter including:

• Major Project controls including a definitive budget and work plan.

• Process plant size optimisation study based on mine production scenarios.

• AMDEL awarded and commenced the metallurgical test program.

• Aquaterra awarded and commenced assessment of the open pit hydrogeology and general site hydrology at Whim Creek.

• Commencement of Stage 1 geotechnical work program.

• Environmental assessment of the Project including desktop reviews to update previous flora, and fauna surveys for both Whim Creek and Sulphur Springs.

Planned Production Scale

Preliminary studies for the combined mining operations focused on an annual throughput rate of 1.0 million tonnes per annum (tpa), with approximately 50% sourced from Whim Creek open pits and 50% from the Sulphur Springs underground operation.

Current optimisation studies indicate potential for increased production rates from both mining centres with the Whim Creek annual open pit ore mining rate increasing to 600,000 – 700,000 tpa. At Sulphur Springs, the expected inclusion of a broad copper mineralised footwall zone into the stoping sequence may increase the annual ore mining rate to a similar range of 600,000 – 700,000 tpa. This may increase the anticipated design capacity of the centralised Whim Creek mill to a range of 1.2 - 1.35 million tonnes, potentially increasing annual metal production to approximately 35,000 tonnes Cu EQ per annum.

==> picture [449 x 311] intentionally omitted <==

Cross-section of the Sulphur Springs Deposit showing copper zone below existing reserves

3

Project Timeline

The expected Project Timeline has been established with the main technical components of the Project, including mining designs and schedules, plant design and infrastructure requirements expected to be completed by October 2011. The timing of environmental permitting is subject to change dependent on the level of assessment required by the DMP/EPA.

==> picture [455 x 155] intentionally omitted <==

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

Acquisition Settlement
Met Plant & Infrastructure
Tailings Characterisation & Dam Design
Mining Studies
Environmental & Permitting
Long lead orders
Construction
Haul Road Construction
Pre-strip and Underground Access
Commissioning
Pilbara VMS Project - anticipated timeline to production
Feb-11 Mar-11 Apr-11 May-11 Jun-11 Jul-11 Aug-11 Sep-11 Oct-11 Nov-11 Dec-11 Jan-12 Feb-12 Mar-12 Apr-12 May-12 Jun-12 Jul-12 Aug-12 Sep-12 Oct-12 Nov-12 Dec-12 Jan-13 Feb-13 Mar-13 Apr-13 May-13
----- End of picture text -----

Whim Creek SX-EW Project

Project operator WASCO expects to commission a 5 tonne per day SX-EW copper plant in May 2011to recover copper from the existing oxide ore heap leach pads. Venturex will receive a 50% profit share after recovery of capital.

EXPLORATION

Exploration - Pilbara VMS Project

11 holes for 1,264m were drilled at Mons Cupri during the quarter. The drilling was focused on a mineralised corridor directly northwest of the main Mons Cupri deposit where previous drilling intersections include 10m @ 1.15% Cu. The drilling did not intersect any new massive sulphide mineralisation but extended the area of stringer mineralisation between the Mons Cupri and Mons Cupri Northwest open pits. Assay results are still pending for most of the drill holes completed. There is still considerable untested potential between the two existing pits although access is restricted by topography. A JORC resource statement for the Mons Cupri Northwest Pits area will be completed during the current quarter.

During the quarter, assay results were received for metallurgical test work holes at Mons Cupri and Whim Creek. These are summarised in the following table.

Prospect	HoleID	**Easting **	Northing	Dip	Azimuth	Depth	From	To	Metres	Cu %	Zn %	Pb %	Ag g/t	Au g/t
Whim Creek	WCD003	586710	7694596	-90		174.4	80.8	89.2	8.40	1.2%	0.0%	0.0%	1.0	0.00
Mons Cupri	MCD002	583896	7690827	-75	90	183.3	35.4	42	6.60	0.7%	7.7%	5.0%	141.1	0.11
							42	51.8	9.80	4.9%	1.0%	0.2%	88.2	0.98
							51.8	63	11.20	1.3%	0.2%	0.1%	10.4	0.11

Assay results for diamond drill holes at Mons Cupri and Whim Creek

A review of existing geophysical programs has confirmed that Induced Polarisation (IP) is an effective technique for detecting VMS mineralisation in the Whim Creek area. The review has highlighted several coincidental IP/host unit exploration targets in the Mons Cupri area. Further re-processing of previous IP data is planned to further define anomalies in addition to new IP surveys in areas of known prospective geology. Other untested geophysical targets identified by the review include gravity and VTEM anomalies in the Salt Creek area. Drill testing of these targets is planned to commence in the next quarter, following the completion of heritage surveys.

4

==> picture [455 x 306] intentionally omitted <==

Coincidental IP/host unit VMS exploration targets around the Mons Cupri Deposit, Whim Creek

==> picture [455 x 260] intentionally omitted <==

Geological Section through Mons Cupri Unit showing deeper exploration target associated with IP anomaly

5

Sulphur Springs Exploration

A review of exploration data in the Sulphur Springs area has commenced. Numerous target areas on the prospective VMS horizon are known in the immediate vicinity of the main deposit, including the partly tested Bledisloe target (previous results include SSD 050: 16.9m @ 0.47% Cu). The Company is currently establishing an exploration camp to support drilling activities in the area.

==> picture [423 x 239] intentionally omitted <==

==> picture [260 x 19] intentionally omitted <==

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

Long section of the Sulphur Springs VMS Deposit showing untested
exploration areas and the Bledisloe target.
----- End of picture text -----

Gold Exploration - Brazil

Venturex‟s wholly owned subsidiary, CMG Mineração Ltda (CMGM), continued to build a substantial gold exploration portfolio in central Brazil, with granted leases and applications now covering an area of some 118,400 hectares.

==> picture [361 x 258] intentionally omitted <==

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

6

Due to the prevailing wet season in Mato Grosso and Pará, no significant field exploration was undertaken in the March quarter. The focus of activity was management of new licence applications, environmental permitting and additional project acquisition in the Tapajós Region of Pará. CMGM was also actively engaged with the local DNPM to expedite tenement transfers to CMGM over the recently acquired Serra Verde Project tenement package.

New Projects in the Tapajós Region

==> picture [345 x 248] intentionally omitted <==

Existing and new tenement applications in the Tapajós Gold District, Brazil

Grande Canaã Project (100% CMGM)

The Grande Canaã Project consists of four exploration licence applications (ELAs) covering an area of 18,592Ha. The Project is located 45km by road from the town of Novo Progresso and is centred on an active Garimpo (artisanal working) where gold is being recovered by five individual sluices washing gravels and bedrock ores. In the local area, there are substantial exposures of highly altered, weathered granites with in-situ quartz stockwork zones up to 30 metres wide. Channel sampling of stockwork quartz veining and oxidised stringer zones within the application area returned a single channel sample of 10m @ 1.27 g/t Au. A composite sample of vein reject material over a 40m x 40m area (adjacent to but not within a CMGM ELA) returned 5.31 g/t Au.

==> picture [183 x 186] intentionally omitted <==

==> picture [240 x 186] intentionally omitted <==

Grande Canaã: a channel sample within the application area returned an assay of 10 metres @ 1.27g/t Au

7

KL and Hollywood Projects (100% CMGM)

The KL Project is located near to the Palito (670,000oz) and São Jorge (800,000oz) gold deposits within the Tocantinzinho structural corridor. It comprises four exploration licence applications for a total area of 21,888Ha where initial grab sampling of vein material has returned grades of greater than 1g/t gold. Vein style and local geology is similar to nearby gold mineralisation at São Jorge. Further exploration and sampling is required to determine the extent of mineralisation prior to granting of the leases.

The Hollywood Garimpo is a large site of previous alluvial mining activity where alluvial deposits have been mined along 15kms of a major drainage valley. One tributary was inspected and the mullock from sluicing operations was sampled. The coarse mullock left behind after sluicing, ranging from white bucky quartz to highly pyritic breccia, assayed generally greater than 0.5 g/t gold.

Castelo De Sonhos Project (100% CMGM)

The Project comprises one granted exploration licence for a total area of 9,759Ha. Recent garimpo activity (which ceased 5 years ago) produced ~2,500oz Au from a small pit. Samples taken from highly weathered saprolitic clays within the pit have confirmed gold mineralisation. CMGM intends to conduct a preliminary auger program in the June quarter.

Tenement Divestments

Following further geological assessment, the Serrinha Project (EL866127) and two tenements within the Nova Canaã Project (EL866721 and EL866722) were relinquished.

Planned Exploration in the June Quarter

During the June quarter, CMGM will focus on high-grade exploration opportunities at the Rio Pombo Project in northern Mato Grosso and Serra Verde Project in Pará.

CMGM is currently designing a ~1,500m aircore drilling program to test targets identified from recent trench sampling activities at Rio Pombo where previous results include two metres grading 17.9g/t Au and two metres grading 37.5g/t Au. The program is expected to commence in the first half of June.

CMGM also plans to auger drill soil anomalies and geological targets at Rio Pombo and Serra Verde. Follow-up diamond drilling to extend mineralised zones discovered by auger and aircore drilling is tentatively scheduled for the September quarter subject to rig availability.

CORPORATE

Securities Information

During the quarter, the Company issued 23,157,895 ordinary fully paid shares at 9.5 cents per share following the conversion of financing options raising $2.2m. The Company also completed a $36.8m capital raising to fund the Panorama Cu-Zn Project acquisition, comprising a 15% placement to institutional and sophisticated invetors and a fully underwritten accelerated 2:5 non-renounceable entitlement issue. A total of 408,916,090 ordinary fully paid shares were issued at 9 cents per share.

The Company‟s current capital on issue at 29 April 2011 stands at:

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

• 59,947,368 unlisted options

Subsequent to the quarter, 1,457,148 options expired on 22 April 2011.

8

Financial Information

The Company‟s net cash position at 29 April 2011 is ~$12.06 million (excluding performance bonds) and it has no debt.

Other

On 30 March 2011, CBH Sulphur Springs Pty Ltd changed its name to Venturex Sulphur Springs Pty Ltd.

TIM SUGDEN Managing Director

For further information, please contact:

Tim Sugden / Liza Carpene – Venturex Resources Limited on (08) 6389 7400

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.

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 as it relates to Whim Creek 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.

The information in this report that relates to the Panorama Ore Reserve is based on information compiled by Mr Steven O‟Dea, who is a member of The Australasian Institute of Mining and Metallurgy. Mr O‟Dea is principle of SN Consulting and has sufficient experience which is relevant to the style of mineralisation and 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 O‟Dea consents to the inclusion in the report of 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.

9

Whim Creek Resources & Reserves as at 25 November 2010

		MINERAL RESOURCES	MINERAL RESOURCES	MINERAL RESOURCES	MINERAL RESOURCES	MINERAL RESOURCES						ORE RESERVES	ORE RESERVES	ORE RESERVES
		JORC Classification	Tonnes x 1,000	Cu wt %	Zn wt %	Pb wt %	Ag **g/t **	Au **g/t **	Cu EQ wt %	JORC Classification	Tonnes x 1,000	Cu wt %	Zn wt %	Pb wt %	Ag **g/t **	Au **g/t **	Cu EQ wt %
Location
	Whim Creek
		Indicated	1,021	1.4	1.2	0.2	8.8	0.1	1.9	Probable	687	1.7	1.1	0.2	8.9	0.1	2.1
		Inferred	5	0.6	2.1	0.5	13.1	0.1	1.4
		Sub-total	1,026	1.4	1.2	0.2	8.8	0.1	1.9	Sub-total	687	1.7	1.1	0.2	8.9	0.1	2.1
	Mons Cupri
		Measured	1,274	1.5	1.7	0.8	41.0	0.3	2.6
		Indicated	3,617	0.7	1.1	0.4	17.0	0.1	1.3	Probable	2,815	1.1	1.8	0.8	32.1	0.2	2.1
		Inferred	53	0.7	0.6	0.2	8.8	0.0	0.9
		Sub-total	4,944	0.9	1.2	0.5	23.1	0.1	1.6	Sub-total	2,815	1.1	1.8	0.8	32.1	0.2	2.1
Salt Creek
	Zn	Indicated	475	0.2	14.1	4.4	107.1	0.5	6.0	Probable	361	0.2	12.8	4.2	109.2	0.5	5.6
		Indicated	423	3.7	0.9	0.1	2.7	0.1	4.0	Probable	236	4.1	1.3	0.2	3.2	0.1	4.6
	Cu
		Inferred	105	3.5	0.1	0.0	1.5	0.0	3.6
	Zn/Cu	Sub-total	1,003	2.0	7.0	2.2	52.0	0.3	4.9	Sub-total	597	1.7	8.2	2.6	67.3	0.3	5.2
	Liberty-Indee
		Indicated	453	2.2	4.5	0.4	42.0	0.9	4.3	Probable	361	2.2	4.5	0.4	40.7	0.9	4.3
		Inferred	204	1.0	1.8	0.2	22.4	0.4	1.9
		Sub-total	657	1.8	3.7	0.3	35.9	0.8	3.5	Sub-total	361	2.2	4.5	0.4	40.7	0.9	4.3
	All Allocations
		Measured	1,274	1.5	1.7	0.8	41.0	0.3	2.6	Proved
		Indicated	5,989	1.1	2.4	0.7	23.6	0.2	2.2	Probable	4,460	1.4	2.8	0.9	35.1	0.3	2.7
		Inferred	367	1.7	1.1	0.2	14.3	0.3	2.3
		Total Sulphide Resources								Total Sulphide Reserves
			7,630	1.2	2.2	0.7	26.1	0.2	2.2		4,460	1.4	2.8	0.9	35.1	0.3	2.7

Note: Rounding errors may occur.Mineral Resources and Ore Reserves were determined in accordance with the JORC Code, 2004. Samples used in the estimations are from a combination of surveyed RC and diamond drill holes and geological confidence is high for each of the VMS deposits. Assays were determined in commercial laboratories by ICP and AAS methods. Bulk densities were determined by the water immersion technique. Wireframes for each deposit were interpreted using a combination of geological data and geostatistics. The block models were estimated by ordinary kriging using Vulcan 8.0 software. Classifications into Inferred, Indicated and Measured categories are based on a combination of weighted average distance from sample points, variography, drill density and geological confidence. Ore Reserves were estimated using a Net Smelter Return calculation on a cost, insurance and freight (CIF) basis and incorporating variable TC/RC terms and metal prices of: copper US$7715/t, zinc US$2205/t; lead US$2161/t; silver US$19.8/oz; and, gold US$1200/oz. The applied exchange rate is A$1.0=US$0.89. Reserve cut-off grades are: Mons Cupri open pit 0.62% Cu Eq; Whim Creek open pit 0.65% Cu Eq; Salt Creek open pit 0.72% Cu Eq; Evelyn open pit 0.76% Cu Eq; Salt Creek underground 1.96% Cu Eq; and Evelyn underground 1.4% Cu Eq. Cu Eq formula is: Cu Eq = Cu% + Zn% x 0.26 + Pb% x 0.24 + Ag(ppm) x .008 + Au(ppm) x 0.5.

10

Panorama Resources & Reserves

	MINERAL RESOURCES	MINERAL RESOURCES	MINERAL RESOURCES	MINERAL RESOURCES	MINERAL RESOURCES	MINERAL RESOURCES	UNDERGROUND ORE RESERVE	UNDERGROUND ORE RESERVE	UNDERGROUND ORE RESERVE	UNDERGROUND ORE RESERVE	UNDERGROUND ORE RESERVE
Location	JORC Classification	Tonnes x 1,000	Cu wt %	Zn wt %	Pb wt %	Ag g/t	JORC Classification	Tonnes x 1,000	Cu wt %	Zn wt %	Ag g/t
Panorama	Measured	4,500	1.6	3.2	0.2	17.0	Proven	1,400	2.5	5.5	24.0
	Indicated	10,500	1.2	3.5	0.2	17.0	Probable	2,500	2.1	6.9	26.0
	Inferred	4,300	0.6	2.2	0.2	13.0
	Total	19,300	1.2	3.2	0.2	16.0	Total	3,900	2.2	6.2	25.0

11

Appendix 5B Mining Exploration Entity Quarterly Report

Rule 5.3

Appendix 5B – 3rd 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, 17/12/10.

Name of Entity:

Venturex Resources Limited (ASX Code: VXR)

ABN: 28 122 180 205	Quarter Ended ('Current Quarter')
28 122 180 205	31 March 2011

Consolidated Statement of Cash Flows

		Current Quarter $A’000	Year to Date (9 months) $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(increaseinbankguarantees)	- (464) - - (911) - 178 - - (31)	- (2,954) - - (1,983) - 300 - - (31)
	Net Operating Cash Flows	(1,228)	(4,668)
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	(26,200) - (11) - - - - - -	(26,200) - (36) - - 237 - - -
	Net Investing Cash Flows	(26,211)	(25,999)
1.13	Total Operating and Investing Cash Flows (carriedforward)	(27,439)	(30,667)

Venturex Resources Limited has five controlled entities incorporated in Australia, (Venturex Pilbara Pty Ltd formerly Straits (Whim Creek) Pty Ltd, Venturex Sulphur Springs Pty Ltd [formerly CBH 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 6

Appendix 5B Mining Exploration Entity Quarterly Report

		Current Quarter $A’000	Year to Date (9 months) $A’000
1.13 Total Operating and Investing Cash Flows (brought forward)		(27,439)	(30,667)
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 raising costs	39,002 - - - - (1,990)	40,752 - - - - (2,121)
	Net Financing Cash Flows	37,012	38,631
1.20 1.21	Net Increase / (Decrease) in Cash Held Cash at beginning of quarter/year to date Reclassification of Environmental Bonds as per accounting standards(1) Exchange rate adjustments to item 1.20	9,573 4,696 (1,559) -	7,964 6,305 (1,559) -
1.22	Cash at End of Quarter(1)	12,710	12,710

~~(1)~~ Cash at End of Quarter previously included environmental bonds. These have been reclassified to Trade and other Receivables as of 1 January 2011. At 31 March 2011 Venturex Resources Ltd had $1.6m utilised to cash back environmental bonds and rental guarantees that does not appear in the cash flow.

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
		114
		-
	Item 1.23 includes aggregate salaries, directors’ fees, corporate advisory & consulting fees atnormalcommercial 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

• 2.2 Details of outlays made by other entities to establish or increase their share in projects in which the reporting entity has an interest -

• See chapter 19 for defined terms.

17/12/2010 Appendix 5B Page 2 of 6

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		1,650(2)
		-
		-
		900
	Total:	2,550

(2)Estimated exploration and evaluation includes $900k for the Definitive 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 Cash secured against environmental bonds	128	12
	12,582	3,125
	-	-
	- (1)	1,559 (1)
Total: Cash at End of Quarter(item 1.22)	12,710	4,696

(1) Cash at End of Quarter previously included environmental bonds. These have been reclassified to Trade and other Receivables as of 1 January 2011. At 31 March 2011 Venturex Resources Ltd had $1.6m utilised to cash back environmental bonds and rental guarantees that does not appear in the cash flow.

• See chapter 19 for defined terms.

17/12/2010 Appendix 5B Page 3 of 6

Appendix 5B Mining Exploration Entity Quarterly Report

Changes in Interests in Mining Tenements

6.1 6.2		Tenement Reference	Nature of Interest (note 2)	Interest at Beginning **of Quarter **	Interest at End of **Quarter **
	Interests in mining tenements relinquished, reduced or lapsed	Serrinha EL866127/2007	Relinquished	100%	0%
		Nova Canaã EL866721/2008 EL866722/2008	Relinquished Relinquished	100% 100%	0% 0%
	Interests in mining tenements acquired or increased	Grande Canaã 850076 850077 850078 800079	Under Application Under Application Under Application Under Application	0% 0% 0% 0%	100% 100% 100% 100%
		KL 850080 850081 850082	Under Application Under Application Under Application	0% 0% 0%	100% 100% 100%
		Hollywood 850083	Under Application	0%	100%
		Castelo De Sonhos EL850172/2010	Granted	0%	100%

• See chapter 19 for defined terms.

17/12/2010 Appendix 5B Page 4 of 6

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) (seenote 3)	Amount Paid Up Per Security (cents) (seenote 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 - option conversion - placement institutional investors - placement rights issue (b) Decreases through returns of capital, buy- backs	23,157,895 98,275,311 310,640,779	23,157,895 98,275,311 310,640,779		9.5 cents 9 cents 9 cents		$2,200,000 $8,844,778 $27,957,670
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) VXRAB VXRAO VXRAI VXRAK VXRAD	1,457,148 21,000,000 12,000,000 18,947,368 8,000,000	- - - - -		Exercise Price 20 cents 10 cents 15 cents 9.5 cents 15 cents	Expiry Date 22 April 2011 12 Jan 2012 6 Dec 2012 31 Jan 2012 28Nov 2013
7.8 Issued during quarter				Exercise Price		Expiry Date
7.9 Exercised during quarter VXRAK	23,157,895			9.5 cents		31Jan 2012
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 5 of 6

A p pendix 5 B M ining Exploration E n tity Quarterly Repo r

Compliance Statement

1 This s t atement h as been prepared u n der acco u nting poli c ies which comply with accounting standar d s as defined in the C orporatio n s Act or o ther stan d ards acc e ptable to A SX (see n ote 5).

2 This s t atement d oes give a true and f air view o f the matt e rs disclos e d.

==> picture [55 x 38] intentionally omitted <==

Sig n Here: __ _ _ _ _ _ ___ C ompany S ecretary

Date: 2 9 April 2011

Prin t Name: Liza Carpene

Notes

• 1 T he quarter l y report pr o vides a ba s is for infor m ing the market how th e entity’s a c tivities hav e b een financ e d for the p ast quarter and the ef f ect on its c ash positio n . An entit y wanting t o d isclose ad d itional infor m ation is en c ouraged to d o so, in a n o te or notes a ttached to t his report.

• 2 T he “Nature of interest” (items 6.1 and 6.2) in c ludes options in respe c t of intere s ts in minin g t enements a cquired, ex e rcised or la p sed during the reportin g period. If t he entity is i nvolved in a j oint ventur e agreement and there are conditi o ns precede n t which wil l change its percentag e i nterest in a mining tene m ent, it sho u ld disclose t he change o f percentag e interest a n d condition s p recedent in the list required for items 6.1 and 6. 2 .

• 3 Issued and quoted securities Th e issue price and amoun t paid up is n ot required in items 7.1 a nd 7.3 for f u lly paid securities.

• 4 T he definiti o ns in, and provisions of, AASB 6: Explora t ion for an d Evaluatio n of Minera l R esources a nd AASB 1 0 7: Stateme n t of Cash F l ows apply t o this report.

• 5 Accounting Standards ASX will accept, fo r example, the use of International Financia l R eporting Standards fo r foreign e n tities. If the standards used do n ot address a topic, th e A ustralian s t andard on t h at topic (if a ny) must be complied with.

== == == = = ==

• Se e chapter 19 f o r defined ter m s.

17/12/ 2 010 Append i x 5B Page 6 of 6