DEVELOP GLOBAL LIMITED — Interim / Quarterly Report 2011

Mar 10, 2011

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VENTUREX RESOURCES LIMITED ABN 28 122 180 205

Interim Financial Report

For the Half Year Ended 31 December 2010

(previous corresponding period: Half Year Ended 31 December 2009)

This interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the Annual Report for the year ended 30 June 2010 and any public announcements made by Venturex Resources Ltd during the half year in accordance with the continuous disclosure of the Corporations Act 2001.

Interim Financial Report Period Ended 31 December 2010

Venturex Resources Limited 28 122 180 205

Corporate Directory

DIRECTORS

Anthony Kiernan Non-Executive Chairman Michael Mulroney Non-Executive Director Allan Trench Non-Executive Director Tim Sugden Managing Director Anthony Reilly Executive Director

AUDITORS

William Buck Audit (WA) Pty Ltd Level 3, South Shore Centre 83 South Perth Esplanade South Perth WA 6151, Australia

SOLICITORS

COMPANY SECRETARY

Liza Carpene

REGISTERED OFFICE/ PRINCIPAL PLACE OF BUSINESS

Suite 3, Level 1 127 Cambridge Street West Leederville WA 6007, Australia

Tel: (61 8) 6389 7400 Fax: (61 8) 9463 7836

QUOTED SECURITIES Code: VXR Shares

Steinepreis Paganin Lawyers and Consultants Level 4, The Read Buildings 16 Milligan Street Perth WA 6000, Australia

SHARE REGISTRY

Advanced Share Registry 150 Stirling Highway Nedlands WA 6009, Australia

Tel: (61 8) 9389 8033 Fax: (61 8) 9389 7871

WEBSITE

www.venturexresources.com

Table of Contents

Directors’ Report .............................................................................................................................................. 2 Auditor’s Independence Declaration ................................................................................................................. 4 Appendix 4D for the Half Year Ended 31 December 2010 .................................................................................. 5 Consolidated Statement of Comprehensive Income for the Half Year Ended 31 December 2010 ...................... 6 Consolidated Statement of Financial Position as at 31 December 2010 ............................................................. 7 Consolidated Statement of Changes in Equity for the Half Year Ended 31 December 2010 ................................ 8 Consolidated Statement of Cash Flow for the Half Year Ended 31 December 2010 ............................................ 9 Notes to the Financial Statements .................................................................................................................. 10 Directors’ Declaration ..................................................................................................................................... 13 Independent Auditor’s Review Report ............................................................................................................ 14

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Interim Financial Report Period Ended 31 December 2010

Venturex Resources Limited 28 122 180 205

Directors’ Report

Your Directors present their report on the Group consisting of Venturex Resources Limited and the entities it controlled at the end of, or during, the half year ended 31 December 2010.

Directors

The following persons were Directors of Venturex Resources Limited during the whole of the half year and up to the date of this report:

Mr Anthony Kiernan Non-Executive Chairman (Appointed 14 July 2010) Mr Michael Mulroney Non-Executive Director Dr Allan Trench Non-Executive Director Dr Tim Sugden Managing Director Mr Anthony Reilly Executive Director

Review of Operations

In the six months ended 31 December 2010, the Company was focused on two main areas of activity:

• development of base metals assets in the Pilbara Region of Western Australia, and

• gold exploration in Brazil.

Pilbara Volcanogenic Massive Sulphide Project

Exploration

Further RC drilling at the key Mons Cupri deposit intersected substantial widths of copper-zinc-silver-gold mineralisation, extending the upper high-grade massive sulphide zone further to the north. Significant results included drill hole MCR12, which intersected 8 metres grading 4.2% Cu, 5.7% Zn, 256g/t Ag and 0.91g/t Au. Further RC drilling designed to test for copper-zinc sulphide mineralisation in the corridor between the Mons Cupri deposit and Mons Cupri Northwest returned results of up to 10 metres @ 1.15% Cu and 0.44% Zn from 38 metres. This zone is interpreted to be flat-lying and contiguous with previous intersections below the Northwest pits, including 8 metres @ 4.15% Cu from 24 metres. The results indicate that near-surface copperzinc mineralisation may extend in this area over a total strike length of up to 600 metres.

Mineral Resource and Ore Reserve Upgrades

Mineral Resources and Ore Reserves for the Mons Cupri and Whim Creek deposits were re-estimated in accordance with the JORC Code 2004, incorporating the results of RC and diamond drilling programs. The combined Mons Cupri and Whim Creek Mineral Resource estimate (all categories), at a cut-off grade of 0.6% Cu EQ[1] , 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 was determined to be 3.47 million tonnes @ 2.2% Cu EQ. Wireframe models of the high grade zinc-lead-silver and copper lenses at Salt Creek were also completed and a substantially higher grade resource was calculated.

Scoping Study

A scoping study, undertaken by Snowden Mining Industry Consultants, confirmed positive economics for the potential development of a centrally located copper-zinc-lead (silver-gold) production facility centered on the existing Whim Creek mine site sourcing ore from multiple deposits. The Project incorporates the Mons Cupri, Whim Creek, Evelyn and Salt Creek deposits, together with proposed plant and infrastructure. Mons Cupri, Whim Creek and Salt Creek are located on granted Mining Leases, while an application is pending for a Mining Lease over the Evelyn deposit at Liberty-Indee. Average annual metal production was forecast at 7,800 tonnes of copper, 13,900 tonnes of zinc and 4,200 tonnes lead, together with significant gold and silver credits. Estimated C1[2] cash operating costs were determined to be around $0.50 cents/lb copper after by product credits. The study was based on a Mineral Resource of 7.6 million tonnes grading 2.2% Cu EQ as estimated by Venturex using the guidelines of the JORC Code 2004. The study delineated an initial open pit and underground Ore Reserve of 4.5 million tonnes grading 2.7% Cu EQ sufficient to support an initial mine life of nine years without any future exploration success. It is anticipated that ongoing exploration will add Mineral Resource and Ore Reserve additions in the under-explored VMS[3] district around Whim Creek to further extend the life of the operation. The study was based on plant capacity of 600,000tpa and an average life of mine grade of 1.4% Cu, 2.8% Zn, 0.9% Pb, 0.3g/t Au and 35g/t Ag (equivalent to 2.7% Cu).

1 Cu EQ: Cu% + Zn% x 0.255 + Pb% x 0.24 + Ag(ppm) x 0.008 + Au(ppm) x 0.5

2 C1: Projected cash cost including mining, processing, site administration and refining, net of product credits.

3 VMS: Volcanogenic Massive Sulphide

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Interim Financial Report Period Ended 31 December 2010

Venturex Resources Limited 28 122 180 205

Directors’ Report continued

Review of Operations continued

Scoping Study continued

Total pre-production capital was estimated at $95.8 million which included the construction of a new milling and flotation circuit together with concentrate handling facilities. Crushing and key infrastructure facilities, including accommodation, site access, haul roads and water supply, are already in place at the Whim Creek site. Based on metal prices of US$3.50/lb Cu, US$1.00/lb Zn, US$0.98/lb Pb, US$19.8/oz Ag and US$1,200/oz Au, the Project is expected to generate life-of-reserves revenue of $800 million, EBIT of $282 million, NPV8% of $101 million at an IRR of 28%. Significant Project upsides include: potential for resource expansion through extension of known deposits and new discoveries in the local area; local acquisitions to expand the proposed scale of operations; increased metal recoveries from further optimisation test work; and reduced preproduction capital through use of existing equipment or modular plant construction overseas.

Whim Creek SX-EW Project

Under agreement with Venturex, WASCO Pty Ltd had substantially completed construction of a 5 tonne per day SX-EW copper plant. The plant is expected to be commissioned in March 2011. Venturex will receive a 50% profit share after recovery of capital.

Brazil - Serra Verde

In November 2010, Venturex’s 100%-owned Brazilian subsidiary, CMG Mineração Limitada (CMGM), acquired the rights to a significant new high-grade gold project in the Western Tapajós Gold Province in the State of Para in Brazil – an under-explored but highly prospective region with excellent discovery potential. The Serra Verde Project, which has been operated for over thirty years as a small-scale alluvial artisanal mining operation from high-grade epithermal and mesothermal vein systems, has the potential to host multiple high-grade gold deposits. Preliminary exploration activities by CMGM geologists conducted prior to the acquisition, including surface sampling, mapping and monitoring of current small scale production, have confirmed the potential of the Serra Verde Project area to host multiple high grade gold deposits. Of 91 bedrock samples assayed to date, 29 values exceeded 1g/t Au and 10 exceeded 31.1g/t Au (one ounce per tonne). The highest grade returned to date is 254g/t Au. The project consists of a number of granted leases and applications, covering an area of 19,670Ha. Exploration lease 850336 has been granted to CMGM. Exploration leases 850835-884 are under application by CMGM. The Company expects that these will be gazetted by the DNPM by March 2011. Exploration lease 850173 and prospecting licences 850174-180 are under application by CMGM Director, Mr Jonas Ferreira da Silva. On grant, these will be transferred to CMGM for zero consideration. In parallel to these applications, CMGM has executed an Agreement with João Batista da Silva Ferreira to acquire tenements 850359 and 850564.

Auditors’ Independence Declaration

A copy of the auditors' independence declaration as required under section 307C of the Corporations Act 2001 is set out on the following page.

This report is made in accordance with a resolution of the Board of Directors.

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ANTHONY REILLY Executive Director

Dated: 11 March 2011

Competency Statement: The information in this report that relates to Exploration Results, Mineral Resources and Ore Reserves at Whim Creek, Mons Cupri, Salt Creek and Liberty-Indee is based on information compiled or reviewed by Dr Tim Sugden BSc, PhD, and Mr Steven Wood who are Members of the Australasian Institute of Mining and Metallurgy. Dr Sugden and Mr Wood are full-time employees of Venturex Resources Limited and have sufficient experience relevant to the style of mineralisation, type of deposit under consideration and to the activity being 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”. Dr Sugden and Mr Wood consent 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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Interim Financial Report Period Ended 31 December 2010

Venturex Resources Limited 28 122 180 205

Auditor’s Independence Declaration

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Interim Financial Report Period Ended 31 December 2010

Venturex Resources Limited 28 122 180 205

Appendix 4D for the Half Year Ended 31 December 2010

Reporting Period

Current Reporting Period - Half year Ended 31 December 2010 Previous Reporting Period - Half year Ended 31 December 2009

	% Change	Change ($A)		$A
Revenues from ordinary activities	61	$365,842	Decreased to	$143,535
Loss from ordinary activities after tax attributable	36	($1,993,767)	Decreased to	($1,281,415)
to members
Loss for the period attributable to members	36	($1,993,767)	Decreased to	($1,281,415)

Dividends (distributions)

No dividends have been paid or declared during the half year ended 31 December 2010.

Commentary on Results

The consolidated loss of the Group during the half year ended 31 December 2010 was $1,281,415 (31 December 2009: $1,993,767).

The results include an impairment/write off of $57,987 (31 December 2009: $464,614) following a detailed review of the tenements.

Net Tangible Asset per Security

As at 31 December 2010 1.19 cents per share As at 31 December 2009 0.10 cents per share

Details of subsidiaries which control has been gained or lost

There has been no control gained or lost of subsidiaries during the half year ended 31 December 2010.

Associates and Joint Ventures

There are no associates or joint ventures for the half year ended 31 December 2010.

Unaudited Financial Information

The information contained in this report is unaudited. The financial report for the half year ended 31 December 2010 has been reviewed by the Company's auditors.

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Interim Financial Report Period Ended 31 December 2010

Venturex Resources Limited 28 122 180 205

Consolidated Statement of Comprehensive Income for the Half Year Ended 31 December 2010

Revenue Other income Gross profit Administrative expenses Corporate expenses Directors, employees, and consultants fees Exploration and evaluation expenses Impairment/write off of area of interest Total expenses Results from operating activities Finance income Finance costs Net finance income Loss before income tax Income tax expense Loss from continuing operations Profit (loss) from discontinuing operations Loss for the period Other comprehensive income Foreign currency translation differences – foreign operations Other comprehensive income for the period, net of tax Total comprehensive income for the period, attributed to members of the parent entity Earnings per share Basic loss per share Diluted loss per share	31 December 2010 $ 143,535 143,535 (462,816) (59,239) (939,023) (57,252) (57,987) (1,576,317) (1,432,782) 133,544 17,823 151,367 (1,281,415) - (1,281,415) - (1,281,415) (250,180) (250,180) (1,531,595) (0.20) cents (0.20) cents	31 December 2009 $
		365,842
		365,842
		(113,352) (89,361) (840,303) (864,151) (464,614)
		(2,371,781)
		(2,005,939)
		13,096 (924)
		12,172
		(1,993,767)
		-
		(1,993,767)
		-
		(1,993,767)
		-
		-
		(1,993,767)
		(0.48) cents (0.48) cents

The accompanying notes form part of these financial statements.

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Interim Financial Report Period Ended 31 December 2010

Venturex Resources Limited 28 122 180 205

Consolidated Statement of Financial Position as at 31 December 2010

Notes Current assets Cash and cash equivalents Trade and other receivables Inventories Other Total current assets Non-current assets Property, plant and equipment Exploration and evaluation Intangible assets Total non-current assets Total assets Current liabilities Trade and other payables Employee provisions Total current liabilities Non-current liabilities Provisions Total non-current liabilities Total liabilities Net assets Equity Issued capital 5 Reserves 5 Accumulated Losses Total equity	31 December 2010 $ 3,136,697 1,720,341 62,346 80,309 4,999,693 3,232,747 22,985,251 262 26,218,260 31,217,953 286,085 105,279 391,364 6,991,892 6,991,892 7,383,256 23,834,697 35,453,000 1,557,526 (13,175,829) 23,834,697	30 June 2010 $
		4,769,519 1,958,557 66,409 91,592
		6,886,077
		3,658,311 21,170,334 469
		24,829,114
		31,715,191
		1,216,309 64,591
		1,280,900
		7,017,550
		7,017,550
		8,298,450
		23,416,741
		33,780,826 1,530,329 (11,894,414)
		23,416,741

The accompanying notes form part of these financial statements.

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Interim Financial Report Period Ended 31 December 2010

Venturex Resources Limited 28 122 180 205

Consolidated Statement of Changes in Equity for the Half Year Ended 31 December 2010

	Issued Capital $	Option Reserve $	Share Based Compensation $	Translation Reserve $	Accumulated Losses $	Total $
Balance at 30 June 2009 Issue of securities Security issue costs Options issued Options expired Loss for theperiod	8,504,532 10,524,023 (136,366) - - -	347,842 - - - (347,842) -	333,201 - - 602,400 (10,000) -	- - - - - -	(5,922,968) - - - - (1,993,767)	3,262,607 10,524,023 (136,366) 602,400 (357,842) (1,993,767)
Balance at 31 December 2009	18,892,189	-	925,601	-	(7,916,735)	11,901,055
Balance at 30 June 2010 Issue of securities Security issue costs Options issued Options expired Loss for the period Total comprehensive income	33,780,826 1,749,999 (77,825) - - - -	- - - - - - -	1,530,329 - - 360,877 (83,500) - -	- - - - - - (250,180)	(11,894,414) - - - - (1,281,415) -	23,416,741 1,749,999 (77,825) 360,877 (83,500) (1,281,415) (250,180)
Balance at 31 December 2010	35,453,000	-	1,807,706	(250,180)	(13,175,829)	23,834,697

The accompanying notes form part of these financial statements.

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Interim Financial Report Period Ended 31 December 2010

Venturex Resources Limited 28 122 180 205

Consolidated Statement of Cash Flow for the Half Year Ended 31 December 2010

Notes Cash flows related to operating activities Payments to suppliers and employees Interest received Net cash used in operating cash flows Cash flows related to investing activities Payment for purchases of plant and equipment Proceeds from sale of plant and equipment Payment for deferred exploration expenditure Payment for purchase of controlled entity, net of cash acquired Net cash used in investing cash flows Cash flows related to financing activities Proceeds from issues of securities Capital raising costs Net cash from financing cash flows Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the half year Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at the end of the half year	31 December 2010 $ (1,015,834) 133,931 (881,903) (18,661) 212,403 (2,558,454) - (2,364,712) 1,750,000 (131,459) 1,618,541 (1,628,074) 4,769,519 (4,748) 3,136,697	31 December 2009 $
		(401,690) 13,605
		(388,085)
		(36,520) - (1,390,572) 28,970
		(1,398,122)
		1,951,283 (146,819)
		1,804,464
		18,257
		507,828 616
		526,701

The accompanying notes form part of these financial statements.

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Interim Financial Report Period Ended 31 December 2010

Venturex Resources Limited 28 122 180 205

Notes to the Financial Statements

Note 1. Basis of Preparation

Reporting Entity

Venturex Resources Limited is a company domiciled in Australia. The consolidated interim financial statements of the Company as at and for the six months ended 31 December 2010 comprises the Company and its subsidiaries (together referred to as the "Group”), Venturex Pilbara Pty Ltd, Jutt Resources Pty Ltd, Juranium Pty Ltd, CMG Gold Ltd and CMG Mineração Ltda.

Statement of Compliance

The general purpose financial statements for the interim half year reporting period ended 31 December 2010 have been prepared in accordance with Australian Accounting Standard AASB 134: Interim Financial Reporting, Australian Accounting Interpretations and other authoritative pronouncement of Australian Accounting Standards Board and the Corporations Act 2001.

This interim financial report is intended to provide users with an update on the latest annual financial statements of Venturex Resources Limited and its controlled entities. As such, it does not contain information that represents relatively insignificant changes occurring during the half year within the Group. It is therefore recommended that this interim financial report be read in conjunction with the annual financial statements of the Group for the year ended 30 June 2010, together with any public announcements made during the half year.

Significant Accounting Policies

The accounting policies and methods of computation adopted in the preparation of the half year financial report are consistent with those adopted and disclosed in the company’s 2010 annual financial report for the financial year ended 30 June 2010, except for the impact of the Standards and Interpretations described below. These accounting policies are consistent with Australian Accounting Standards and with International Financial Reporting Standards.

The Group has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (the AASB) that are relevant to their operations and effective for the current reporting period.

New and revised Standards and amendments thereof and Interpretations effective for the current reporting period that are relevant to the Group include:

• Amendments to AASB 5, 8, 101, 107, 117, 118, 136 and 139 as a consequence of AASB 2009-5 Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project.

AASB 2009-5 introduces amendments into Accounting Standards that are equivalent to those made by the IASB under its program of annual improvements to its standards. A number of the amendments are largely technical, clarifying particular terms, or eliminating unintended consequences. Other changes are more substantial, such as the classification of expenditures on unrecognised assets in the statement of cash flows.

The adoption of these amendments has not resulted in any changes to the Group's accounting policies.

Going Concern

The Group incurred a loss of $1,281,415 (31 Dec 2009: $1,993,767), net decrease of cash flows of $1,628,074 (31 Dec 2009 increase: $18,257) and had a net asset balance of $23,834,697 (30 Jun 2010: $23,416,741) for the interim period ended 31 December 2010, including a cash balance of $3,136,697 (30 June 2010: $4,769,519).

The Directors are of the opinion that the Group’s exploration and development assets will attract further capital investment if and when it is required. The Directors will continue to maximise the value of existing assets through careful planning of drilling campaigns, calculation of mineral resources as sufficient data becomes available and have commenced a bankable feasibility study to determine future operational cash flows. In addition, the Directors will continue to assess other asset acquisition opportunities that they reasonably believe have the potential to increase the value of shareholders’ equity. The Group will also consider divestments if the proceeds are likely to exceed the realisable value of such assets if they were retained.

The Group has a sufficient cash reserves to fund future exploration programs and the bankable feasibility study. For details of capital raisings subsequent to 31 December 2010, please refer to Note 6 - Events subsequent to reporting date.

The Group incurred impairments and write-offs of exploration assets to the value of $57,987 (31 Dec 2009: $464,614). The Directors anticipate that further impairments and write-offs of exploration assets will not be incurred in the 2010/2011 financial year due to:

• The Group continuing to add value to its Pilbara tenements by increasing resources and commencing a bankable feasibility study,

• The Group acquiring CBH Sulphur Springs Pty Ltd subsequent to 31 December 2010; please refer Note 6 - Events subsequent to reporting date, and

• The Group holding 100% interest in the remaining Brazilian exploration tenements and intends to conduct gold exploration programs during the year.

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Interim Financial Report Period Ended 31 December 2010

Venturex Resources Limited 28 122 180 205

Notes to the Financial Statements continued

Note 1. Basis of Preparation continued

Going Concern continued

The Directors believe that the Group will be successful in the above matters and, at this time, the Directors are of the opinion that no asset is likely to be realised for an amount less than the amount at which it is recorded in the interim financial report as at 31 December 2010. Accordingly, the accompanying financial statements do not include any adjustments relating to the recoverability and classification of the asset carrying amount or the amount and classification of liabilities that might be necessary if the Group is unable to continue as a going concern.

Note 2. Dividends

The Company has not resolved to declare any dividends in the period ended 31 December 2010.

Note 3. Segment Reporting

Management has determined that the Group has one reportable segment, being resources exploration, which is based on the internal reports that are reviewed and used by the Board of Directors (chief operating decision makers) in assessing performance and determining the allocation of resources. As the Group is focused on resources exploration, focusing on several base and precious metals resources, the Board monitors the Group based on actual versus budgeted exploration expenditure incurred by area of interest. This internal reporting framework is the most relevant to assist the Board with making decisions regarding the Group and its ongoing exploration activities, while also taking into consideration the results of exploration work that has been performed to date.

Revenue by geographical region

The Group has not generated revenue from operations, other than interest income derived from deposits held at call with banks in Australia and the expiry of options previously issued as share based payments.

Assets by geographical region

The location of segment assets is disclosed below by geographical location of the assets.

Australia Brazil Total assets	31 December 2010 $ 24,601,060 6,616,893 31,217,953	30 June 2010 $ 25,273,632 6,441,559
		31,715,191

Note 4. Contingent Liabilities

There has been no change in contingent liabilities since the last annual reporting period.

Note 5. Issued Capital and Reserves

31 December 2010 30 June 2010 No. $ No. $ Issued and Paid Up Capital Fully Paid Ordinary Shares 655,168,741 35,453,000 635,724,297 33,780,826 Unlisted options issued 84,562,411 1,807,706 77,212,411 1,530,329 Total 37,260,706 35,311,155 During the half year ended 31 December 2010, the following movements in equity occurred: Shares Issue Price $ No. $ Balance as at 1 July 2010 635,724,297 33,780,826 16/08/2010 Fully Paid Ordinary Shares - Nefco Nominees Pty Ltd (Regent Pacific Group Ltd) 0.090 19,444,444 1,749,999 Transaction costs relating to share issues - (77,825) 655,168,741 35,453,000	31 December 2010 30 June 2010 No. $ No. $ Issued and Paid Up Capital Fully Paid Ordinary Shares 655,168,741 35,453,000 635,724,297 33,780,826 Unlisted options issued 84,562,411 1,807,706 77,212,411 1,530,329 Total 37,260,706 35,311,155 During the half year ended 31 December 2010, the following movements in equity occurred: Shares Issue Price $ No. $ Balance as at 1 July 2010 635,724,297 33,780,826 16/08/2010 Fully Paid Ordinary Shares - Nefco Nominees Pty Ltd (Regent Pacific Group Ltd) 0.090 19,444,444 1,749,999 Transaction costs relating to share issues - (77,825) 655,168,741 35,453,000	31 December 2010 30 June 2010 No. $ No. $ Issued and Paid Up Capital Fully Paid Ordinary Shares 655,168,741 35,453,000 635,724,297 33,780,826 Unlisted options issued 84,562,411 1,807,706 77,212,411 1,530,329 Total 37,260,706 35,311,155 During the half year ended 31 December 2010, the following movements in equity occurred: Shares Issue Price $ No. $ Balance as at 1 July 2010 635,724,297 33,780,826 16/08/2010 Fully Paid Ordinary Shares - Nefco Nominees Pty Ltd (Regent Pacific Group Ltd) 0.090 19,444,444 1,749,999 Transaction costs relating to share issues - (77,825) 655,168,741 35,453,000
		655,168,741 35,453,000

Options (listed) There are no listed options

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Interim Financial Report Period Ended 31 December 2010

Venturex Resources Limited 28 122 180 205

Notes to the Financial Statements continued

Note 5. Issued Capital and Reserves continued

Options (unlisted) Balance as at 1 July 2010 29/11/2010 Issue of options to Directors and Key Management Personnel 29/11/2010 Issue of options to Directors and Key Management Personnel 30/11/2010 Expiry of Options 31/12/2010 Expense options over vesting period	Issue Price $ 0.048 0.045 - -	No. $ 77,212,411 1,530,329 3,000,000 143,248 5,000,000 14,865 (650,000) (83,500) - 202,764
		84,562,411 1,807,706

Note 6. Events Subsequent to Reporting Date

On 20 January 2011, the Company converted 23,157,895 unlisted financing options into fully paid ordinary shares at an issue price of 9.5 cents per share raising $2,200,000.

On 21 January 2011 the Company paid a deposit of $750,000 in relation to a conditional agreement to acquire the Panorama Copper Zinc Project from CBH Resources Limited.

On 31 January 2011, the Board of Directors announced the commencement of a Bankable Feasibility Study (BFS) for the Combined Whim Creek – Panorama Cu-Zn Project in the Pilbara Region in Western Australia.

On 1 February 2011, the Company issued 98,275,311 fully paid ordinary shares to institutional investors at an issue price of 9 cents per share raising $8,844,778.

On 9 February 2011, the Company issued 195,465,401 fully paid ordinary shares to institutional investors under an underwritten accelerated rights issue, at an issue price of 9 cents per share raising $17,591,886.

On 22 February 2011, the Company issued 72,797,801 fully paid ordinary shares to retail investors under an underwritten accelerated rights issue, at an issue price of 9 cents per share raising $6,551,802.

On 22 February 2011, the Company issued 7,636,542 fully paid ordinary shares to the Nominee appointed to represent Prohibited Foreign Holders an underwritten accelerated rights issue, at an issue price of 9 cents per share raising $687,288.

On 25 February 2011, the Company issued 34,741,035 fully paid ordinary shares as a shortfall allotment under an underwritten accelerated rights issue, at an issue price of 9 cents per share raising $3,126,693.

Acquisition of CBH Sulphur Springs Pty Ltd

On 24 February 2011, the Group acquired 100% of the issued capital of CBH Sulphur Springs Pty Ltd, for a purchase consideration of $26,200,000, including a deposit of $750,000 which was paid on 21 January 2011. CBH Sulphur Springs Pty Ltd owns the rights to mining tenements in the Pilbara.

The fair value adjustment to exploration and evaluation costs on consolidation of $7,779,826 is attributed to the significant additional value that the tenements held by CBH Sulphur Springs Pty Ltd bring to the Group’s proposed development of a centralised processing hub at its Whim Creek operations.

Purchase consideration Cash consideration Total purchase Fair value of assets acquired (see below) Fair value adjustment to exploration and evaluation on consolidation Net identifiable assets and liabilities Assets and liabilities held at acquisition date Cash and cash equivalents Trade and other receivables Exploration and evaluation costs Trade and other payables Deferred tax liabilities Net assets acquired Purchase consideration settled in cash Cash and cash equivalents in subsidiary acquired Cash outflow on acquisition	Note	Acquiree’s carrying amount $	Fair Value $
		100 55,364 26,245,420 (7,084) (7,873,626)	26,200,000
			26,200,000 18,420,174 7,779,826
			26,200,000 100 55,364 26,245,420 (7,084) (7,873,626)
		18,420,174	18,420,174
			(26,200,000) 100
			(26,199,900)

Other than those disclosed above, there are no material subsequent events that have not been disclosed in this report.

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Interim Financial Report Period Ended 31 December 2010

Venturex Resources Limited 28 122 180 205

Directors’ Declaration

The Directors' of the Company declare that:

1. The financial statements and notes, as set out on pages 5 to 12 are in accordance with the Corporations Act 2001, including:

2. (a) comply with Accounting Standard AASB 134: Interim Financial Reporting; and

3. (b) give a true and fair view of the Group's financial position as at 31 December 2010 and of its performance for the half year ended on that date.

4. In the Directors' opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the Board of Directors.

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ANTHONY REILLY Executive Director

Dated: 11 March 2011

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Interim Financial Report Period Ended 31 December 2010

Venturex Resources Limited 28 122 180 205

Independent Auditor’s Review Report

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Interim Financial Report Period Ended 31 December 2010

Venturex Resources Limited 28 122 180 205

Independent Auditor’s Review Report continued

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