DEVELOP GLOBAL LIMITED — Interim / Quarterly Report 2011

Jan 19, 2011

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QUARTERLY ACTIVITIES REPORT FOR PERIOD ENDING 31 DECEMBER 2010

ASX Announcement ASX Code: VXR Released: 20 January 2011

Highlights

• Scoping study on Pilbara VMS Project confirms positive economics

• Drilling outlines significant extension of copper zone at Mons Cupri

• High grade gold project acquired in Brazil

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

Pilbara VMS Project – Scoping Study Confirms Positive Economics

The Pilbara Volcanogenic Massive Sulphide (VMS) Copper Project comprises 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. All projects are 100% owned by Venturex, except Liberty-Indee (70%) which converts to 90% on decision to mine.

A scoping study, undertaken by Snowden Mining Industry Consultants, confirmed positive economics for the potential development of a centrally located copper-zinc-lead (silvergold) production facility centred on the existing Whim Creek mine site sourcing ore from multiple deposits.

Average annual metal production is forecast at 7,800 tonnes of copper, 13,900 tonnes of zinc and 4,200 tonnes lead, significant gold and silver credits.

Board

Tony Kiernan Chairman

Tim Sugden Managing Director

Michael Mulroney Non-Executive Director

Allan Trench Non-Executive Director

Anthony Reilly Executive Director

Liza Carpene Company Secretary

Estimated C1 cash operating costs are $0.50 cents/lb copper after by product credits confirmed the proposed Pilbara VMS Copper Project as a low cost metal producer.

The study is 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 has identified 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 underexplored VMS district around Whim Creek to further extend the life of the operation.

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

The study is 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).

Total pre-production capital is estimated at $95.8 million which includes 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 generates revenue of $800 million , EBIT of $282 million, NPV8% of $101 million at an IRR of 28%.

Significant Project upside exists including:

• Potential for resource expansion through extension of known deposits and new discoveries in the local area;

• Increased metal recoveries from further optimisation test work; and

• Reduced pre-production capital through acquisition of existing equipment or modular plant construction overseas.

Timetable to Production

Subject to board approval, it is anticipated that the Company will now commit to a Definitive Feasibility Study which will be finalised in the third or fourth quarter of the 2010/11 financial year.

Key components of the DFS, as highlighted by the Scoping Study are:

• Optimisation of flotation performance

• Circuit configuration (two-stage or three-stage flotation)

• EPCM costs, including incorporation of used equipment and/or modular (off-site) construction of plant

• Direct shipping of high grade zinc-lead ores

• Location and design of tailings dam

Whim Creek SX-EW Project

WASCO expects to commission a 5 tonne per day SX-EW copper plant in late February 2011. Venturex will receive a 50% profit share after recovery of capital.

Exploration Drilling – Mons Cupri

RC drilling designed to test for copper-zinc sulphide mineralisation in the corridor between the Mons Cupri deposit and Mons Cupri Northwest has 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 copper-zinc mineralisation may extend in this area over a total strike length of up to 600 metres .

2

Hole ID	Easting	Northing	RL	Dip	Az	Depth	From	To	Metres	Cu %	Zn %	Pb %	Ag g/t	Au g/t	Comments
MCR022	583824	7691100	83	-90		119	74	80	6	0.79	0.09	0.03	4	0.04	Sulphide
MCR023	583870	7691060	87	-65	90	130	61	64	3	0.01	1.66	0.50	13	0.02	Sulphide
MCR024	583830	7691080	85	-60	270	106	19	22	3	3.65	0.30	5.52	239	0.99	Oxide
							38	48	10	1.15	0.44	0.03	7	0.06	Sulphide
MCR025	583833	7691078	85	-90		101	22	24	2	0.51	0.13	2.76	334	0.14	Oxide
							53	55	2	0.85	0.24	0.08	13	0.02	Sulphide
MCR026	583826	7691060	87	-60	270	142	118	124	6	0.06	1.11	0.31	7	0.04	Sulphide

New RC Drilling Results from Mons Cupri North

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Plan View of Mons Cupri North West Corridor, showing location of new drill holes (MCR)

3

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Cross-section 7691080mN showing copper zone extension to north of Mons Cupri.

Brazil

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 underexplored but highly prospective region with excellent discovery potential.

The Serra Verde Project , which has been operated for over thirty years as a smallscale alluvial artisanal mining operation from high-grade epithermal and mesothermal vein systems, has the potential to host multiple high-grade gold deposits.

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Location of CMGM’s Gold Projects in Mato Grosso and Para

4

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. The following consideration is contingent on the gazetting of the central ELAs (850835 – 884) currently under application:

• Total cost of cash payments over four years of BRL$925k (BRL$250k in Year 1, followed by equal instalments of BRL$225k in Years 2-4);

• payment on Mining Approval of BRL$2.0mil; and

• a production royalty of 1.5%

Anytime after the second year, CMGM may pay out the remaining instalments or withdraw from the Agreement at no further cost.

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The Western Tapajós Gold Province

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.

5

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The Serra Verde tenements (under transfer or application)

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Assay results >0.2g/t in the central Serra Verde Project area.

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. Most of the high grade samples are from quartz-sulphide veins approximately one metre wide. The veins form sub-parallel sets or irregular stockworks. The altered granite hosts rocks are also mineralised, returning gold grades of up to 100g/t Au.

6

Further field activities were undertaken at the Serra Verde Project during December. New rock chip sample assays were received in January 2011 and are tabulated below:

Further field activities were undertaken at the Serra Verde Project during December. New rock chip sample assays were received in January 2011 and are tabulated below:	Further field activities were undertaken at the Serra Verde Project during December. New rock chip sample assays were received in January 2011 and are tabulated below:	Further field activities were undertaken at the Serra Verde Project during December. New rock chip sample assays were received in January 2011 and are tabulated below:	Further field activities were undertaken at the Serra Verde Project during December. New rock chip sample assays were received in January 2011 and are tabulated below:	Further field activities were undertaken at the Serra Verde Project during December. New rock chip sample assays were received in January 2011 and are tabulated below:	Further field activities were undertaken at the Serra Verde Project during December. New rock chip sample assays were received in January 2011 and are tabulated below:	Further field activities were undertaken at the Serra Verde Project during December. New rock chip sample assays were received in January 2011 and are tabulated below:
	SERRA VERDE		SIGNIFICANT GOLD RESULTS ASSAYS > 0.2ppm Au
Sample ID	Type	UTM North	UTM East	Prospect	Comments	Gold ppm
335848	Rock Chip	9231028.0	498040.0	Doca	5% pyrite in mineralised granitic wall rock adjacent to mined vein	0.88
335849	Rock Chip	9231028.0	498040.0	Doca	5% pyrite in mineralised granitic wall rock adjacent to mined vein	0.59
335850	Rock Chip	9231082.0	498393.0	Doca east	20% pyrite in quartz vein, green sericite and disseminated pyrite in wall rock. ~1.2m wide sample across 30cm vein.	11.3
335851	Rock Chip	9231099.0	498392.0	Doca east	10% disseminated pyrite in quartz vein, green sericite and disseminated pyrite in wall rock.	0.81
335858	Rock Chip	9232372.0	499786.0	Fofoca Nova	Quartz-Mica-Feldspar Schist from small exploration shaft.	0.54
335859	Rock Chip	9232376.0	499772.0	Fofoca Nova	Mica-Feldspar-Quartz intermediate schist, minor pyrite	0.20
335861	Rock Chip	9232384.0	499809.0	Fofoca Nova	Quartz-Mica Feldspar schist. Quartz veined (~10% of sample) with significant disseminated pyrite, strong Sericite and feldspar alteration.	1.28

Three prospects, with historical exploration shafts and abandoned production shafts, were sampled to test for extension to and repetitions of mineralised veins. All shafts sampled were mineralised. In many cases the material sampled was wall rock sourced from mullock dumps, vein material having been previously processed.

Activities were concluded in the middle of December 2010 due to the commencement of the wet season and will recommence in late February 2011 or as soon as weather permits.

Over the next six months, CMGM will focus on high-grade exploration opportunities at the Serra Verde Project as well as the Rio Pombo Project in northern Mato Grosso. Recent trench sampling results at Rio Pombo include two metres grading 17.9g/t Au and two metres grading 37.5g/t Au. An RC drilling program is anticipated in the first half of 2011.

CORPORATE

Securities Information

The Company placed its securities in a trding halt on Friday, 14 January 2011 and responded to a Price and Volume Query from the ASX. The Company advised the market that it was currently in negotiations about a potential acquisition and capital raising which was, and still is at the date of release of this report an incomplete and non-binding proposal. The Company requested a voluntary suspension of its securities on 18 January 2011, which will be lifted on the release of an announcement relating to the potential acquisition and capital raising.

7

During the December 2010 quarter, the Company issued a total of 8,000,000 unlisted options:

• 3,000,000 – Director Options issued to the Chairman as approved at the AGM, and

• 5,000,000 – Employee Options issued to the Exploration Manager – Pilbara under the Employee Options Scheme approved at the AGM in November 2010.

Also during the December quarter, 650,000 unlisted options expired on 30 November 2010.

On 19 January 2011, the Company issued 23,157,895 ordinary fully paid shares in response to the exercise of financing options. Funds raised from the exercise of these options totalled $2,200,000.03.

The Company’s current capital on issue (20 January 2011) now stands at:

• 678,326,636 ordinary fully paid shares

• 61,404,516 unlisted options

Financial Information

Following the exercise of the options on 19 January 2011, the Company’s net cash position has increased to ~$4.9million (excluding performance bonds) and no debt.

General Information

The Annual General Meeting of Shareholders was held on 26 November 2010, with all resolutions passed on a show of hands.

The Company presented at the December 20:20 Investor Series in Sydney and made two Boardroom Radio Broadcasts (November and December 2010).

The Company released an amended Policy for Trading in Company Securities on 24 December 2010.

TIM SUGDEN Managing Director

For further information, please contact:

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

Appendix 1: Mineral Resources and Ore Reserves

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 ‐ and Liberty Indee. Other assets include the Whim Creek Hotel, an accommodation village, crushing circuit and various mining infrastructure. The Company is committed to a strategy of consolidating VMS projects in the Western Pilbara and developing Whim Creek as a centralised processing hub. Venturex is also exploring for gold in Brazil through its wholly owned subsidiary CMG Mineração Ltda.

8

Competency Statement

The information in this report that relates to Exploration Results and Mineral Resources 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 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 the report that relates to the Scoping Study has been approved for release by Snowden Mining Industry Consultants.

9

APPENDIX 1

		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 **	CuEq wt %	JORC Classification	Tonnes x 1,000	Cu wt %	Zn wt %	Pb wt %	Ag **g/t **	Au **g/t **	CuEq 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.

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Appendix 5B Mining Exploration Entity Quarterly Report

Rule 5.3

Appendix 5B – 2nd 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 December 2010

Consolidated Statement of Cash Flows

			Year to Date (6 months) $A’000
		Current Quarter $A’000
1.1 1.2 1.3 1.4 1.5 1.6 1.7	Cash Flows Related to Operating Activities Receipts from product sales and related debtors Payments for: (a) exploration and evaluation (b) development (c) production (d) administration Dividends received Interest and other items of a similar nature received Interest and other costs of finance paid Income taxes paid Other	- (1,125) - - (516) - 54 - - -	- (2,490) - - (1,072) - 122 - - -
	Net Operating Cash Flows	(1,587)	(3,440)
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	- - (19) - - 220 - - -	- - (25) - - 237 - - -
	Net Investing Cash Flows	201	212
1.13	Total Operating and Investing Cash Flows (carriedforward)	(1,386)	(3,228)

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

• See chapter 19 for defined terms.

17/12/2010 Appendix 5B Page 1 of 5

Appendix 5B Mining Exploration Entity Quarterly Report

		Current Quarter $A’000	Year to Date (6 months) $A’000
1.13 Total Operating and Investing Cash Flows (brought forward)		(1,386)	(3,228)
1.14 1.15 1.16 1.17 1.18 1.19	Cash Flows Related to Financing Activities Proceeds from issues of shares, options, etc. Proceeds from sale of forfeited shares Proceeds from borrowings Repayment of borrowings Dividends paid Other – Capital raisingcosts	- - - - - -	1,750 - - - - (131)
	Net Financing Cash Flows	-	1,619
1.20 1.21	Net Increase / (Decrease) in Cash Held Cash at beginning of quarter/year to date Exchange rate adjustments to item 1.20	(1,386) 6,082 -	(1,609) 6,305 -
1.22	Cash at End of Quarter(1)	4,696	4,696

~~(1)~~ Includes $1.56m utilised to cash back environmental bonds.

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

1.23 1.24 1.25	Aggregate amount of payments to the parties included in item 1.2 Aggregate amount of loans to the parties included in item 1.10 Explanation necessary for an understanding of the transactions	Current Quarter $A'000
		126
		-
	Item 1.23 includes aggregate salaries, directors’ fees, corporate advisory & consulting fees at normal commercial rates

Non-Cash Financing and Investing Activities

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

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

• See chapter 19 for defined terms.

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

Estimated Cash Outflows for Next Quarter

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

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	12	10
	3,125	4,519
	-	-
	1,559	1,553
Total: Cash at End of Quarter(item 1.22)	4,696	6,082

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	E08/1515	Relinquished	100%	0%
	Interests in mining tenements acquired or increased	850336	Under application	0%	100%
		850359	Agreement to acquire – under application	0%	100%
		850564	Agreement to acquire	0%	100%
		850173to 850180	Agreement to acquire – under application	0%	100%
		850835 to 850884	Under application	0%	100%
		M47/1455	Under application – conversion of part E47/1209	70%	70%

• 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	655,168,741	655,168,741
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) VXRAB VXRAO VXRAI VXRAK VXRAD	1,457,148 21,000,000 12,000,000 42,105,263 8,000,000	- - - - -		20 cents Exercise Price 10 cents 15 cents 9.5 cents 15 cents	22 April 2011 Expiry Date 12 Jan 2012 6 Dec 2012 31 Jan 2012 28 Nov 2013
7.8 Issued during quarter VXRAD	8,000,000	-		15 cents Exercise Price	28 Nov 2013 Expiry Date
7.9 Exercised during quarter
7.10 Expired during quarter VXRAC	650,000			20 cents Exercise Price	30 Nov 2010 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: 20 January 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.

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• See chapter 19 for defined terms.

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