DEVELOP GLOBAL LIMITED — Interim / Quarterly Report 2012

Jul 25, 2012

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QUARTERLY ACTIVITIES REPORT FOR PERIOD ENDED 30 JUNE 2012

ASX Announcement ASX Code: VXR Released: 26 July 2012

Highlights

• Pilbara Copper-Zinc Project Feasibility Study continues

• Acquisition of Panorama Joint Venture tenements

• $11m capital raising completed

For further details Michael Mulroney Managing Director T: +61 8 6389 7400 M: +61 412 443 806 michael.mulroney@venturexresources.com

• Haul Road Agreement with Atlas

• Board and Management changes

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Board

Tony Kiernan Chairman

Michael Mulroney Managing Director

Allan Trench Non-Executive Director

John Nitschke Non-Executive Director

PILBARA COPPER-ZINC PROJECT

Feasibility Study

The primary focus of the Company is the completion of the Pilbara Copper-Zinc Project Feasibility Study (Study).

The Study is centred on the development of a 1.0 Mtpa Sulphur Springs processing facility sourcing high grade copper-zinc (Cu-Zn) ore from the proposed Sulphur Springs underground mine and two open pit mines at Whim Creek. The operation will be a conventional milling and flotation circuit producing separate, high quality Cu and Zn concentrates for shipment to overseas markets.

The other potential ore sources within the Company’s resource portfolio, including the high grade Salt Creek and Evelyn resources and the newly acquired Kangaroo Caves resource, will add significantly to the Project’s life but have not yet been included in the Study due to constraints of cost and schedule.

The Study remains on schedule and is anticipated to be delivered at the end of the September 2012 quarter.

Ray Parry Non-Executive Director Liza Carpene Company Secretary

Contact Details

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

T: +61 8 6389 7400 F: +61 8 9463 7836 admin@venturexresources.com www.venturexresources.com

ABN: 28 122 180 205

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Figure 1 - Pilbara Copper-Zinc Project – Key Locations

Mining Studies

Revised underground and open pit mine designs and production schedules have been finalised based on the technical and financial inputs for the Sulphur Springs Hub. Finalisation of revised resource and ore reserve estimates for the Sulphur Springs, Mons Cupri and Whim Creek deposits is imminent, pending completion of an independent review.

The Mons Cupri and Whim Creek open pits have been re-optimised using updated financial inputs, including haulage to Sulphur Springs, resulting in smaller pit designs generating substantially higher ore grades and significantly lower stripping ratios.

A detailed redesign of the Sulphur Springs underground mine has been completed based on revised financial parameters reflecting the move to the Sulphur Springs Hub strategy. The new design incorporates the use of paste fill generated from the Sulphur Springs processing plant enabling increased mining recoveries as well as a significant reduction in the required surface storage capacity necessary for the disposal of tailings.

An extensive paste fill test work program is under way to confirm the technical characteristics and important information for the final detailed design of aspects of the paste plant, tailings dam and associated infrastructure.

Metallurgy

All metallurgical test work for the Project has been finalised with stable flotation regime being successfully determined for each of the Sulphur Springs, Mons Cupri and Whim Creek ore types.

Latest locked cycle test work results for composite Mons Cupri ore types are as follows:

MONS CUPRI	MASS	COPPER		ZINC		SILVER		LE	AD
		Grade %	% dist	Grade %	% dist	Grade ppm	% dist	Grade %	% dist
Products Recovered	%
Copper Concentrate	5.0	24.0	93.4	5.75	16.6	222	33.2	2.10	18.3
Lead Concentrate	0.7	0.75	0.4	10.7	4.6	1,625	36.1	46.90	60.5
Zinc Concentrate	2.7	1.20	2.6	46.5	74.0	94	7.7	0.99	4.8

Table 1 - Mons Cupri – Locked Cycle Test Work

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These results, coupled with the excellent metallurgical performance of the Sulphur Springs and Whim Creek ores detailed below, provides confidence that high quality copper and zinc concentrates will be produced.

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SULPHUR SPRINGS MASS COPPER ZINC SILVER LEAD
Grade % Grade % Grade % Grade %
Products Recovered %
% dist % dist ppm dist % dist
Copper Concentrate 6.3 26.38 95.1 1.28 2.0 74 25.3 1.09 39.2
Zinc Concentrate 6.3 0.52 1.9 58.94 90.3 56 19.1 0.22 7.7
WHIM CREEK MASS COPPER ZINC SILVER LEAD
Grade % Grade % Grade % Grade %
Products Recovered %
% dist % dist ppm dist % dist
Copper Concentrate 7.1 25.20 88.6 3.27 38.7 38 47.4 0.36 28.0
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Table 2 - Sulphur Springs/Whim Creek – Locked Cycle Test Work

Processing and Infrastructure

Process design work for the 1.0 Mtpa processing plant at Sulphur Springs has progressed with finalisation of the proposed crushing, comminution and flotation circuits incorporating the different flotation characteristics of the different ore types.

The current design incorporates a lead recovery circuit despite the likelihood that this circuit will not be required until Year 6 when the Mons Cupri ore (averaging 1.0%Pb) will be sourced to supplement the Sulphur Springs underground mine production.

Project infrastructure and site layout designs are being finalised. The proposed treatment plant and associated infrastructure are located adjacent to the underground mine with the accommodation village and airstrip located eight kilometres north west of the plant site on flatter ground within dedicated tenements permitted for the purpose.

Previous hydrogeological test work and modelling indicate that adequate water supplies are available for the proposed Project. Additional work is being planned to increase the confidence levels in water supply planning in conjunction with the planned mine dewatering which will commence prior to the beginning of the underground mine development.

Venturex and Atlas Iron Limited (Atlas) commenced discussions on opportunities to cooperate on the development of infrastructure items of common interest to Venturex’s Sulphur Springs and Atlas’s Abydos Project, which lies approximately ten kilometres west. During the quarter, Venturex entered into a cooperative agreement with Atlas with respect to the development of a joint access road with Atlas holding an option to build the road from the sealed Marble Bar Road to Abydos. It is envisaged that the road will be constructed by Atlas on Venturex’s existing tenements with Venturex contributing to the capital cost of the road on a decision to proceed with the Sulphur Springs Project. Atlas, in cooperation with Venturex, is advancing the design and preparatory work on road.

Discussions are continuing with interested parties for the transport, loading and shipping of concentrates.

Environment and Permitting

Extensive fauna, flora and ecosystem surveys have been completed at Sulphur Springs with a final flora survey planned to incorporate the final design footprint Sulphur Springs site.

A Stakeholder consultation process is underway with a range of State Government authorities, local government, Traditional Owners and other interested bodies in the Pilbara Region.

Finance

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

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Project Timetable

The proposed Project execution plan is based on, subject to Board approval, financing and permitting, the commencement of pre-construction project engineering and development in late first quarter of calendar 2013. It is anticipated that the proposed construction timetable will enable the Project to commence commissioning late in 2014.

Future Developments

The Study group (RMDSTEM and GR Engineering) continue to refine the Study in several core areas including:

• optimisation of the Project’s production schedule;

• location and design of tailings storage facility; and

• potential capital reduction options through outsourcing and the use of shared infrastructure.

WHIM CREEK SITE

In February 2012, the Company entered into a short term leasing agreement for a portion of the Whim Creek Accommodation Village with a large mining company in the region. The arrangement concluded at the end of May 2012 and the Company is exploring other options for the use of short term accommodation in the area. The Whim Creek Hotel remains closed at this time pending the outcome of the feasibility study or sufficient occupancy levels in the Accommodation Village to support the operating costs of the Hotel.

The Site Access and Oxide Ore Processing agreement entered into in February 2010 with WASCO Mining Company Pty Ltd (WASCO) at Whim Creek has expired.

The Company, in consultation with the Department of Environment, has agreed to undertake a remedial plan for the upgrading of the existing site Evaporation Pond constructed by the previous site operator. It is anticipated that this work will be undertaken and completed within the next six months.

EXPLORATION

Whim Creek Region

Exploration activities during the quarter focussed on a complete review of the Whim Creek and Liberty-Indee Joint Venture areas as part of a prioritising of drill programs for the coming year. Initial priority drilling targets will be the Salt Creek-Balla Balla Creek region at Whim Creek and extensions to the Evelyn ore body at the Liberty-Indee Joint Venture.

Liberty-Indee Joint Venture (VXR 70%)

Assay results have been received for the initial Reverse Circulation (RC) drilling program undertaken around a copper gossan near Donkey Well. Eight holes (VLR001 – VLR008) were drilled for a total of 793m. Minor base metal sulphide mineralisation was intersected in two holes within broad alteration halos. Significant results include:

	From (m)	To (m)	Width (m)	Copper %	Zinc %	Lead %	Silver g/t	Gold g/t
Hole ID
VLR001	Not assayed
VLR002	Not assayed
VLR003	Not assayed
VLR004	Not assayed
VLR005	Not assayed
VLR006	24	27	3	0.08	0.29	0.01	0.6	0.00
including	25	26	1	0.23	0.40	0.02	1.0	0.02
VLR007	13	17	4	0.37	0.19	0.01	0.2	0.03
including	16	17	1	0.96	0.12	0.00	0.0	0.11
VLR008	Not assayed

Table 3 - RC Results – Donkey Well

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The results are inconclusive and additional structural analysis of the prospect area is underway.

Future Exploration

There is excellent potential for further additions to known Mineral Resources and Ore Reserves through exploration of the 35 kilometres of prospective stratigraphy at the Whim Creek, Salt Creek and Liberty-Indee JV areas.

Exploration programs are currently being developed on the Company’s immediate priority targets, including:

• down plunge extensions to the Evelyn deposit at Liberty-Indee JV, notably the drill-testing of existing strong off-hole electromagnetic anomalies

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Figure 2 - Evelyn Deposit Long Section

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Figure 3 - Liberty Indee JV Regional Targets

• the down plunge extensions to the Salt Creek deposit and the Balla Balla prospect; and

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Figure 4 - Salt Creek Prospect Exploration Long Section

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Figure 5 - Balla Balla Prospect Long Section

• the broader Mons Cupri area including the new Mons Cupri South West prospect.

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Drilling is expected to commence in the first week of August at the Evelyn deposit targeting a significant down-hole EM anomaly located immediately down plunge from the known mineralisation at the Evelyn deposit.

Regional

The Company has lodged an Exploration Licence application for 5 sub-blocks located to the east of Exploration Licence E47/1209.

Sulphur Springs Region

Panorama Exploration Joint Venture

Subsequent to the quarter, the Company entered into a binding conditional agreement (Sale Agreement) to acquire 100% of the Panorama Exploration Joint Venture assets (“PEJV”) from the existing joint venture partners CBH Panorama Pty Limited (“CBH”) (60%) and Sipa Resources Limited (“Sipa”) (40%).

The PEJV comprises a total of 14 tenements covering an area of approximately 35 square kilometres to the south of the Sulphur Springs Project area (Figure 7).

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Figure 6 - Panorama Exploration Joint Venture Location

Venturex will immediately acquire all the assets and tenements of the PEJV except for the Bernts tenements (P45/2600-2604), which are the subject of an ongoing action in the Warden’s Court. The Sale Agreement grants Venturex a first option to acquire the Bernts tenements on the same terms as the other tenements in the event that the Vendors retain title to these tenements.

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Consideration for the acquisition is the granting of an uncapped royalty of A$2.00 per dry metric tonne for any ore mined and processed from the acquired PEJV tenements under this Sale Agreement.

The PEJV covers a large portion of the prospective Panorama Formation, host of the Sulphur Springs Cu-Zn deposit, around the margin of the co-magmatic Strelley Granite. Previous exploration by the PEJV partners has identified a number of significant targets comprising the Kangaroo Caves Cu-Zn deposit together with the Nambucca, Breakers, Man O’War, Anomaly 45 and Jamesons prospects.

Kangaroo Caves Deposit

The acquisition includes the Kangaroo Caves Cu-Zn deposit, located approximately six kilometres south-east of the proposed Sulphur Springs plant site.

The deposit outcrops as a small gossan and forms an elongate body that dips and plunges gently (20º to 30º) northeast over a length of some 1.25 kilometres to the deepest drill holes. It is broadly characterised by an upper zinc-rich lens overlying massive and stringer copper mineralisation.

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Figure 7 - Kangaroo Caves deposit oblique long section, looking grid north (Zinc domain in yellow, Copper domain in grey)

The PEJV published a JORC-compliant global resource statement undertaken by independent consultants for the Kangaroo Caves deposit in October 2007 (refer to Sipa Resources Ltd’s ASX release dated 22 October 2007).

Location	JORC Classification	Tonnes (Mt)	Cu (%)	Zn (%)	Cut-Off Grade
Kangaroo Caves
Zinc domain	Indicated	3.4	0.5	4.2
	Inferred	1.9	0.3	3.5
	Total	5.3	0.4	3.9	1% Zn
Copper domain	Indicated	0.9	1.0	0.2
	Inferred	0.1	0.8	0.5
	Total	1.0	1.0	0.2	0.5% Cu, outside Zn domain
Combined	Indicated	4.3	0.6	3.4
	Inferred	2.0	0.3	3.3
COMBINED TOTAL		6.3	0.5	3.3	1% Zn, 0.5% Cu

Table 4 - Kangaroo Caves Resource Summary

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In December 2007, three of a further five reverse circulation holes (KCC036-040) drilled outside of the defined resource area at Kangaroo Caves, intersected significant mineralisation highlighting the potential for shallow extensions to the resource. The results of the three drill holes were:

	Hole ID	From (m)	To (m)	Width (m)	True Width (m)	Cu %	Zn %	Pb %	Ag g/t
	KCC036	92	103	11.0	10.5	0.10	2.52	0.11	2.8
	KCC037	106	120	14.0	11.4	2.78	6.26	0.16	11.7
	KCC038	152	157	5.0	4.8	0.03	3.60	0.20	7.3
	KCC039	No significant intersection
	KCC040	No significant intersection

Table 5 - Kangaroo Caves - Significant RC drill hole results

The Kangaroo Caves mineralisation remains open down dip at depth to the northeast (below about 450 metres from surface) and to both northwest and southeast in the upper part of the deposit.

The expansion of the Kangaroo Caves resource is a high priority exploration target and, following a review of all exploration data, planning of a resource evaluation drilling program will commence.

Gold Exploration - Brazil

Venturex is exploring for large gold deposits in Brazil through its wholly owned subsidiary, CMG Mineração Ltda (CMGM). Recent field exploration activities have been limited. The Company is awaiting further information on the proposed regulatory changes in Brazil in relation to the Mineral Code and environmental permitting processes.

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Figure 8 - Gold projects controlled by CMG Mineração Ltda in Mato Grosso and Pará, Brazil

Serre Verde

The Company is still awaiting the grant of Exploration Licences at Serra Verde. In the interim, the Exploration Team has commenced preparations for the environmental submissions in order to expedite the necessary approvals once the tenements have been granted.

The Serre Verde targets are the Company’s high priority exploration targets.

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Castelo de Sonhos

The remaining gold assay results from the ongoing geochemical auger drilling at the Castelo de Sonhos Project in the Tapajós district have been received.

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Figure 9 - Castelo de Sonhos gold project, auger sampling results.
Note: All results reported in ppb Au.
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The auger geochemical results have extended and improved the continuity of the original gold anomaly over a strike length of approximately 2 kilometres. The results have outlined broad NW trending zones of anomalous gold values surrounding narrower quartz filled structures with rock chips values up to 3.29g/t gold.

Nova Canaã

An auger geochemical drilling was undertaken within tenement 866719 at the Novo Canaã Project. The auger program was suspended in late May to allow further discussion with Landowners regarding access permits to complete the program. A total of 41 holes remain to be completed in the 111 hole program drilled on 800m x 200m grid.

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Figure 10 - Nova Canaã Project

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Figure 11 - Nova Canaã –Dona Maria auger drill hole and trench assay results

Assay results from the Dona Maria Prospect defined a consistent 3 kilometre long gold anomaly above a background cut-off threshold of 16ppb Au. These positive results are coincident with interpreted regional structure and various quartz vein outcrops and will require further infill auger sampling and trenching.

In addition, four short trenches were excavated across a mineralised shear zone targeted previously by local prospectors. All trenches successfully intersected the sheared vein target and confirmed the trend of the mineralised structure.

Best trench results included 12NCTR002 which intersected 6m @ 0.36g/t Au and 12NCTR003 which intersected 6m @ 9.9g/t Au, including 2m @ 22.9g/t (refer Figure 12 above). The mineralised intersections are consistently controlled by two or three steep easterly dipping quartz veins located at a sheared contact between two granites.

At the new Edson prospect, only two auger samples returned anomalous assay results of 56ppb and 137ppb gold respectively.

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Figure 12 - Nova Canaã – Edson Prospect Auger Sample Results

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Planned Exploration Activities

Proposed exploration activities include soil sampling and geological mapping at the Grande Canaã Project. It is proposed to cut and sample a 800m x 200m grid over mineralised granites and conglomerates.

Subject to diamond drill rig availability, an initial drilling program (up to 600m of HQ core) will be undertaken at Novo Canaã to test the Dona Maria vein intersected in trenching.

CORPORATE

Board and Management Changes

Ray Parry joined the Board on 29 May 2012 as a Non-Executive Director and Anthony Reilly ceased to be an Executive Director on 30 June 2012. The Board now consists of:

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Commercial

On 26 April 2012, the Company entered into an agreement with Atlas Iron Limited (Atlas) to establish a haul road linking the new Abydos mining operation to the existing sealed Marble Bar Road via the Venturex’s access road route to the proposed Sulphur Springs Hub site. Under the agreement, Atlas has six months to elect to commence construction of the haul road.

The Company announced on 13 July 2012 that it had entered into a conditional agreement to acquire the Panorama Exploration Joint Venture assets from the existing joint venture partners, CBH Panorama Pty Ltd (CBH)(60%) and Sipa Resources Limited (Sipa)(40%). The acquisition cost will be met via a future royalty of A$2.00 per dry metric tonne of ore mined and processed from the acquired tenements. Upon completion, the acquisition will enable Venturex to incorporate the Kangaroo Caves JORC-compliant total resource of 6.3Mt @ 0.5% Cu and 3.3% Zn into the proposed Pilbara Copper-Zinc Project at Sulphur Springs.

Securities Information

On 28 May 2012, the Company made a 15% placement to Northern Star Resources Limited (NST), being 163,086,409 shares at $0.04 cents per share to raise $6,523,456 (before expenses). In addition, the Company announced its intention to issue a fully underwritten 1:10 nonrenounceable Entitlement Issue Prospectus at $0.036 cents per share to raise a further $4,501,185 (before expenses). The offer closed on 3 July 2012 and 125,032,913 shares were issued on 10 July 2012.

Subsequent to Shareholder approval in General Meeting on 23 July 2012, the Company issued 10,000,000 unlisted options to the Managing Director (Michael Mulroney) as part of his remuneration package. The options have an exercise price of 12 cents per share.

The Company’s current capital on issue stands at:

• 1,375,362,048 ordinary fully paid shares; and

• 48,500,000 unlisted options

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Financial Information

The Company’s net cash position at the date of this report is ~$9.4 million (excluding performance bonds) and it has no debt.

MICHAEL MULRONEY Managing Director

For further information, please contact:

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

About Venturex Resources Limited

Venturex Resources Limited (ASX: VXR) is an exploration and development company with a portfolio of VMS projects in the Western Pilbara. Venturex owns or controls the Whim Creek Copper Mine and all associated mining leases and exploration tenements including copper, zinc, lead, silver and gold resources at Whim Creek, Mons Cupri, Salt Creek, Liberty ‐ Indee and Sulphur Springs. Other assets include the Whim Creek Hotel, an accommodation village, crushing circuit and various mining infrastructure. The Company is committed to a strategy of consolidating VMS projects in the Western Pilbara and developing Whim Creek as a centralised processing hub. Venturex is also exploring for gold in Brazil through its wholly owned subsidiary CMG Mineração Ltda.

Competency Statements

The information in this report that relates to Exploration Results, Mineral Resources and Ore Reserves is based on information compiled or reviewed by Mr Michael Mulroney BAppSc(Geol), MBA, and Mr Steven Wood who are Members of the Australasian Institute of Mining and Metallurgy. Mr Mulroney 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”. Mr Mulroney 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.

The information in this report that relates to Ore Reserves is based on information compiled or reviewed by Mr David Clark who is a Member of the Australasian Institute of Mining and Metallurgy. Mr Clark is a full time employee of RMDSTEM Limited and has sufficient experience relevant to the style of mineralisation, type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2004 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr Clark consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

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

LIBERTY-INDEE JV DRILL HOLE LOCATION INFORMATION

Hole ID	Easting	Northing	RL	Depth	Dip	Azimuth
VLR001	591377	7669022	97	481	-90	360
VLR002	591451	7669035	97	322	-90	360
VLR003	591450	7669096	98	343	-90	360
VLR004	591070	7668959	104	231	-90	360
VLR005	591141	7668958	100	295	-90	360
VLR006	591358	7669000	97	320	-60	160
VLR007	591025	7668913	106	459	-90	360
VLR008	591037	7668936	106	421	-90	360

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RESOURCES AND RESERVES AS AT 1 SEPTEMBER 2011

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2.1 2.1 1.9 1.9 6.0 4.6 4.8 4.0 4.0 3.0 3.0 2.8 2.8
CuEQ wt %
0.1 0.1 0.2 0.2 0.5 0.1 0.3 0.9 0.9 0.0 0.0 0.1 0.1
Au g/t
8.9 8.9 32.1 32.1 109.2 3.2 53.1 40.7 40.7 18.0 18.0 25.0 25.0
Ag g/t
0.2 0.2 0.8 0.8 4.2 0.2 2.1 0.4 0.4 0.0 0.0 0.4 0.4
Pb wt%
1.1 1.1 1.8 1.8 12.8 1.3 6.6 4.5 4.5 4.3 4.3 3.6 3.6
Zn wt%
1.7 1.7 1.1 1.1 0.2 4.1 1.8 2.2 2.2 1.9 1.9 1.7 1.7
ORE RESERVES Cu wt%
687 687 2,815 2,815 361 236 597 361 361 5,663 5,663 10,123 10,123
Tonnes x 1,000
JORC Probable Sub-to tal Probable Sub-to tal Probable Probable Sub-to tal Probable Sub-to tal Probable Sub-to tal Probable R eserves
Classification T o tal Sulphide
1.8 1.1 1.8 2.4 1.2 0.9 1.5 6.4 4.0 3.6 5.1 4.0 1.8 3.3 2.5 2.2 1.3 2.0 2.5 2.2 1.3 2.1
CuEQ wt %
0.1 0.1 0.1 0.3 0.1 0.0 0.1 0.5 0.1 0.0 0.3 0.9 0.4 0.8 0.0 0.0 0.0 0.0 0.1 0.1 0.0 0.1
Au g/t
8.8 13.9 8.8 41.1 17.7 9.0 24.1 107.1 2.7 1.5 52.0 42.0 22.4 35.9 18.2 18.2 13.9 17.0 23.4 20.6 13.9 19.8
Ag g/t
0.2 0.6 0.2 0.8 0.4 0.1 0.5 4.4 0.1 0.0 2.1 0.4 0.2 0.3 0.2 0.2 0.2 0.2 0.3 0.4 0.2 0.3
Pb wt%
1.2 2.3 1.2 1.7 1.1 0.6 1.3 14.1 0.9 0.1 7.0 4.5 1.8 3.7 3.4 3.8 2.0 3.2 3.0 3.3 1.9 3.0
Zn wt%
1.4 0.5 1.4 1.5 0.7 0.7 0.9 0.2 3.7 3.5 2.0 2.2 1.0 1.8 1.7 1.3 0.7 1.2 1.6 1.2 0.8 1.2
Cu wt%
967 4 972 1,273 3,286 48 4,607 475 423 105 1,003 453 204 657 4,260 9,621 5,154 19,035 5,533 15,226 5,515 26,274
MINERAL RESOURCES Tonnes x 1,000
JORC Indicated Inferred Sub-to tal M easured Indicated Inferred Sub-to tal Indicated Indicated Inferred Sub-to tal Indicated Inferred Sub-to tal M easured Indicated Inferred Sub-to tal M easured Indicated Inferred R eso urces
Classification T o tal Sulphide
Location Zn Cu
Zn/Cu
Creek Indee Springs
Mons Cupri All Locations
Whim Liberty- Sulphur
Salt Creek
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Mons Cupri / Whim Creek / Liberty-Indee: Salt Creek: Sulphur Springs:

CuEQ = Cu + (Zn X 0.1947) + (Ag X 0.01104) + (Au X 0.483) CuEQ = Cu + (Zn X 0.28) + (Pb X 0.26) + (Ag X 0.008) + (Au X 0.513) CuEQ = Cu + (Zn X 0.2017) + (Ag X 0.01076)

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Appendix 5B Mining Exploration Entity Quarterly Report

Rule 5.3

Appendix 5B – 4th Quarter 2012

Mining Exploration Entity Quarterly Report

Introduced 1/7/96. Origin: Appendix 8. Amended 1/7/97, 1/7/98, 30/9/2001, 01/06/10, 17/12/10.

Name of Entity:

Venturex Resources Limited (ASX Code: VXR)

ABN: 28 122 180 205	Quarter Ended ('Current Quarter')
28 122 180 205	30 June 2012

Consolidated Statement of Cash Flows

			Year to Date (12 months) $A’000
		Current Quarter $A’000
1.1 1.2 1.3 1.4 1.5 1.6 1.7	Cash Flows Related to Operating Activities Receipts from product sales and related debtors Payments for: (a) exploration and evaluation(1) (b) development (c) production (d) administration Dividends received Interest and other items of a similar nature received Interest and other costs of finance paid Income taxes paid Other (increase in bank guarantees) Other (Miscellaneous income) Other(stampduty)	- (1,595) - - (837) - 58 - - - - -	- (7,410) - - (2,821) - 405 - (38) (18) 300 (1,204)
	Net Operating Cash Flows	(2,374)	(10,786)
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	- - (20) - - - - - -	- - (58) - - 147 - - -
	Net Investing Cash Flows	(20)	89
1.13	Total Operating and Investing Cash Flows (carriedforward)	(2,394)	(10,697)

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

• See chapter 19 for defined terms.

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

Appendix 5B Mining Exploration Entity Quarterly Report

		Current Quarter $A’000	Year to Date (12 months) $A’000
1.13 Total Operating and Investing Cash Flows (brought forward)		(2,394)	(10,697)
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	6,838 - - - - (184)	6,838 - - - - (184)
	Net Financing Cash Flows	6,654	6,654
1.20 1.21	Net Increase / (Decrease) in Cash Held Cash at beginning of quarter/year to date Exchange rate adjustments to item 1.20	4,260 2,263 9	(4,043) 10,600 (25)
1.22	Cash at End of Quarter(2)	6,532	6,532

~~(1)~~ Actual exploration and evaluation includes $1,152k for the Feasibility Study (YTD $3,473k).

(2)At 30 June 2012 Venturex Resources Ltd had $1.6m utilised to cash back environmental bonds and rental guarantees that does not appear in the cashflow

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

1.23 1.24 1.25	Aggregate amount of payments to the parties included in item 1.2 Aggregate amount of loans to the parties included in item 1.10 Explanation necessary for an understanding of the transactions	Current Quarter $A'000
		221
		-
	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 $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		3,100(3)
		-
		-
		750
	Total:	3,850

(3)Estimated exploration and evaluation includes $920k for the Feasibility Study

Reconciliation of Cash

	Reconciliation of cash at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts is as follows.
		Current Quarter $A’000	Previous Quarter $A’000
	5.1 Cash on hand and at bank 5.2 Deposits at call 5.3 Bank overdraft 5.4 Other (provide details)	532	263
		6,000	2,000
		-	-
		-	-
	Total: Cash at End of Quarter(item 1.22)	6,532(3)	2,263(3)

(3)At 30 June 2012 Venturex Resources Ltd had $1.6m utilised to cash back environmental bonds and rental guarantees that does not appear in the cashflow

• See chapter 19 for defined terms.

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

Appendix 5B Mining Exploration Entity Quarterly Report

Issued and Quoted Securities at End of Current Quarter

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

	Total Number	Number Quoted		Issue Price Per Security (cents) (see note 3)	Amount Paid Up Per Security (cents) (see note 3)	Amount Paid Up Per Security (cents) (see note 3)
7.1 Preference+Securities (Description)	-	-
7.2 Changes During Quarter (a) Increases through issues (b) Decreases through returns of capital, buy- backs,redemptions
7.3 +Ordinary Securities	1,250,329,135	1,250,329,135
7.4 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy- backs	163,086,409	163,086,409
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) VXRAI VXRAD VXRAQ VXRAS	12,000,000 8,000,000 7,500,000 11,000,000	- - - -		Exercise Price 15 cents 15 cents 15 cents 15 cents	Expiry Date 6 Dec 2012 28 Nov 2013 9 Oct 2014 5 Dec 2014
7.8 Issued during quarter				Exercise Price		Expiry Date
7.9 Exercised during quarter
7.10 Expired during quarter				Exercise Price		Expiry Date
7.11 Debentures (totals only)
7.12 Unsecured notes (totals only)

• See chapter 19 for defined terms.

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

Appendix 5B Mining Exploration Entity Quarterly Report

Compliance Statement

1 This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Act or other standards acceptable to ASX (see note 5).

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

Sign Here: ____ Company Secretary

Date: 26 July 2012

Print Name: Liza Carpene

Notes

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

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

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

• 4 The definitions in, and provisions of, AASB 6: Exploration for and Evaluation of Mineral Resources and AASB 107: Statement of Cash Flows apply to this report.

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

== == == == ==

• See chapter 19 for defined terms.

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