DEVELOP GLOBAL LIMITED — Interim / Quarterly Report 2014

Jan 30, 2014

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ASX Announcement
ASX Code: VXR
Released: 31 Jan 2014
For further details
Michael Mulroney
Managing Director
T: +61 8 6389 7400
michael.mulroney@venturexresources.com
Board
Tony Kiernan
Chairman
Michael Mulroney
Managing Director
Ray Parry
Non-Executive Director
John Nitschke
Non-Executive Director
Trevor Hart
Company Secretary
Contact Details
Registered Office
Level 2
91 Havelock Street
West Perth WA 6005
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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QUARTERLY ACTIVITIES REPORT FOR PERIOD ENDED 31 DECEMBER 2013

Highlights

• Drilling commenced at Midway Prospect

• New drilling grant awarded for Mons Cupri SW prospect

• Gold anomaly extended at Nova Canaã in Brazil

• Sale of Whim Creek Hotel and Accommodation Village

• Cash and receivables increases to $5.2 million at 31 December 2013

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EXPLORATION

PILBARA

During the quarter, the Company continued to progress exploration in the Sulphur Springs and Whim Creek Project areas.

Following heritage clearance, the Company commenced the diamond drilling program at the new Midway prospect in the Sulphur Springs area.

Results were received for the regional geophysical and geochemical programs in selected areas of the Whim Creek project area.

Venturex was awarded a further $150,000 grant under the WA Government Exploration Incentive Scheme program for a drilling program in the Mons Cupri SW area at Whim Creek.

Sulphur Springs Exploration

Midway

The Midway exploration target is located between the Sulphur Springs and Kangaroo Caves copper-zinc deposits and was defined from analysis of a historical CSIRO generated HyMapper multispectral survey combined with existing surface exploration data (Figure 1).

The Midway target has co-incident geochemical and alteration pattern anomalism around a possible growth fault structure offering a high priority conceptual target (Figure 2).

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Figure 1 – Midway Prospect Location

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SULPHUR
SPRINGS
KANGAROO MIDWAY
CAVES
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Figure 2 – Interpreted airborne HyMapper multispectral plan highlighting potential discharge zones in red (Adapted from CSIRO 2002)

The 1,350 metre diamond drilling program at the Midway prospect commenced in midDecember following the finalisation of heritage clearance for the drilling sites. By the end of the quarter, the first hole (VS005) had reached a down hole depth of 233.1 metres prior to the suspension of drilling activities for the Christmas period.

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Drilling has recommenced in early January and the 3 hole program is expected to be completed in mid-February 2014 (subject to weather conditions) with assay results available shortly thereafter.

Whim Creek Exploration

Whim Creek Regional

A systematic review of the regional exploration targets in the broader Whim Creek area continued during the quarter with the results of the spectral and lithogeochemisry programs completed over the Salt Creek region received.

The surface spectral and geochemical information, combined with existing magnetics is currently being utilised to re-interpret the subsurface geology map of the Salt Creek region (Figure 3). The initial analysis has outlined several clear alteration signatures along the prospective Salt Creek belt adjacent to existing prospects which will be targeted in future drilling programs.

At the Salt Creek deposit, the analysis of over 30 RC and diamond drill holes has provided evidence of an apparent strengthening of the mineralising system with depth. Analysis of existing deeper drilling in the immediate Salt Creek deposit area and adjacent zones to the north are underway.

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Figure 3 – Salt Creek Prospect Locations

Mons Cupri SW Prospect

The Company was awarded a $150,000 drilling grant under the Western Australian Government co-funded drilling scheme to support a drilling program at the Whim Creek Project in the West Pilbara region of Western Australia.

The grant will be used in a 1,550 metre diamond drilling program targeting the Southern Hills area, located south of the Mons Cupri copper-lead-zinc sulphide deposit. The drilling program will target an untested zone of combined ASTER and geochemical anomalism around a complex syn-volcanic fault system.

Previous diamond drilling in the adjacent Mons Cupri South West prospect in 2011 intersected an extensive zone of typical footwall alteration within the target Mons Cupri sequence with one drill hole (VWD013) intersecting fragments of preserved zinc-rich massive sulphide mineralisation (refer to ASX announcement dated 7 September 2011). This extension of the

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Mons Cupri sequence beneath cover rocks represents a high priority greenfield exploration target adjacent to known mineralisation (Figure 4).

The drilling program is anticipated to commence in the second quarter of 2014 following the receipt of the pre-requisite heritage and site approvals.

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Figure 4 – Southern Hills Prospect Location

Pilbara Cu-Zn Project Development

General

The Company has continued to progress the optimisation and permitting program of the proposed Project during the quarter.

Optimisation Studies

The optimisation process is being advanced as the outlook for continued global growth in both copper and zinc consumption continues to strengthen which, together with the lower Australian dollar exchange rate, provides a strong outlook for the Project’s future.

The Company’s independent consultants have completed a review of key aspects of the Project’s scope. Scenario modelling of a range mining and metallurgical parameters is in progress together with evaluation of range of capital expenditure reduction opportunities.

A review of the Sulphur Springs resource model on a “Net Smelter Return” analysis is underway and will be completed during the next quarter.

Permitting

Discussions are continuing with the Department of Mines and Petroleum (DMP) on the remaining Mining Proposal application for the Project’s development.

Following a series of meetings with the DMP into aspects of the proposed dry stack tailings facilities, the Company and its consultants are preparing an addendum to the Mining

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Proposal documentation covering additional geotechnical requirements which is expected to be submitted by the end of January 2014. The Company expects to be in a position to finalise these approvals in the near future.

BRAZIL

Gold Exploration

Venturex is exploring for large gold deposits in Brazil through its wholly owned subsidiary, CMG Mineração Ltda (CMGM).

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Figure 5 - CMG Mineração Ltda gold projects in Mato Grosso and Pará, Brazil

Novo Canaã

A further soil geochemical and rock chip sampling program was completed at the Dona Marie prospect at the northern end of the Novo Canaã tenements during the quarter. A total of 214 soil and rock chip samples were submitted to ACME Brazil, including QA/QC samples.

The results from the program are encouraging and outline a WNW trending mineralised corridor that is semi-continuous over more than 6 kilometres along strike. The mapping and sampling program also located two additional small garimpeiro excavations approximately 3 kilometres along strike from the Dona Maria prospect where rock chip samples returned significant results including:

• Sample 340606, rock chip sample from quartz–iron oxide vein assayed 9.8g/t Au;

• Sample 340608, rock chip sample from quartz-sericite-iron oxide veining assayed 15.5g/t Au; and

• A channel sample collected adjacent to sample 340608, averaged 0.45g/t Au over a 9.5 metre length (true width~6 metres) across an altered quartz-veined shear zone.

The defined surface gold anomaly (Figure 6) parallels the WNW trending contact zone between a syeno-granite and sheared monzogranite bodies. Within the altered contact zone, areas of NNW trending quartz veining hosts significant high grade gold mineralisation. The presence of diabase dykes within the prospect is considered significant as they are often associated with gold mineralisation in the region.

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Figure 6 - Novo Canaã Project, auger, soil and rock chip geochemical assay results.

Castelo De Sonhos

A surface geochemical and rock chip sampling program was completed over the area surrounding the Chico Garimpo within the Castelo de Sonhos project in November. A total of 277 soil samples and 19 rock chip samples were collected from a 4 square kilometre area on a 200m x 200m grid spacing.

Field mapping in conjunction with the sampling located sparse outcrops of syenogranite, monzogranite, granodiorite and mafic (diabase) lithologies which contained relict iron oxide box works (after primary disseminated sulphide) and alteration minerals indicating proximity to potentially mineralised regional structures. The samples were submitted to ACME Brazil for ICPS multi-element analysis in mid-December with assay results not expected until February 2014.

CORPORATE

Finance

The Company entered into a binding sale agreement for the sale of the Whim Creek Hotel and adjacent Accommodation Village complex in December 2013.

The Whim Creek Hotel, the accommodation village, associated plant and equipment and underlying land title (Lot 58) has been sold to a private investment company, representing a consortium of local investors based in the Karratha region, for a total of $1.7 million cash. Finalisation of the remaining conditions precedent is being progressed and it is anticipated the transaction will be settled by the end of February.

Tenements

Australia

The Panorama Prospecting Licences (P45/2607, 2609-2614 and 2616) were transferred to the Company on the 6 November 2013.

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The application for E47/2955 (Christmas Well), north of Whim Creek, was withdrawn on the 20 November 2013.

Applications for two new Prospecting Licences (P45/2910-11) were lodged covering the area surrounding the Jamesons Prospect located 25 kilometres southeast of Sulphur Springs.

Brazil

Three Exploration Licence applications, two (851269 & 851271) within the Grande Canaã Project and one (851276) of the KL Project are being withdrawn.

Whim Creek Tribute Agreement

Venturex has entered into an agreement with a private company to allow them access to the copper heap leach facility at the Whim Creek mine site to investigate the recovery of the remaining copper in the heap leach pads.

The operator mobilised personnel to site in late December 2013 and has commenced refurbishment of some existing processing facilities onsite with the intention of commencing production trials in the first quarter of 2014. Under the agreement, Venturex will retain a small net profit interest in any copper production achieved from these activities which will contribute to the ongoing management of the Whim Creek mine site.

Securities Information

The issued capital of the Company is 1,547,869,181 ordinary fully paid shares and 48,500,000 unlisted options with various expiry dates.

Financial Information

The Company’s net cash position and receivables at the date of this report (31 January 2014) is ~$4.6 million and it has no debt.

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MICHAEL MULRONEY Managing Director

For further information, please contact:

Michael Mulroney / Trevor Hart – 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 significant portfolio of VMS projects in the Western Pilbara. Venturex owns or controls significant resources of copper, zinc, lead, silver and gold at Sulphur Springs, Kangaroo Caves, Whim Creek, Mons Cupri, Salt Creek and Liberty‐Indee. The Company is committed to a strategy of consolidating VMS projects in the Western Pilbara and developing a centralised processing hub at Sulphur Springs. 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 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 2012 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 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 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 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr Weber consents to the inclusion in the report of the matters based on their information in the form and context in which it appears.

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Summary of Assessment and Reporting Criteria

As per the new 2012 JORC guidelines, the following summary of information used in these exploration results is provided below (JORC Compliance Table: Sections 1 and 2 are included in the Appendix).

The Midway Prospect in the Sulphur Springs area is contained within the Kangaroo Caves Formation, a volcano-sedimentary sequence within the north – north-easterly trending tectonostratigraphic domain known as the Lalla Rookh – Western Shaw Corridor (LWSC) in the central east of the Archaean Pilbara Craton.

The Midway Prospect is located wholly within M45/1001 and Venturex Resources Limited has a 100% interest in the tenement. The tenement is within the Njamal Native Title Claim (WC99/8).

The Nova Canaã Project located in the Alta Floresta region of central-northern Mato Grosso, adjacent to the town of Nova Canaã,

The Dona Marie Prospect is located wholly within 866719/2008 and Venturex subsidiary, CMG Mineração Ltda (CMGM), has a 100% interest in the tenement.

The geochemical and rock chip sampling at Nova Canaã was completed on a nominal 200 metre by 200 metre grid spacing subject to landowner access restrictions. All soil and rock chip sample locations were surveyed using GPS. Field quality control procedures involved the use of assay standards along with blanks and duplicate samples to monitor laboratory performance. In total, approximately 4% of total samples were inserted as QAQC samples.

Soil and rock samples were oven dried, crushed and the entire sample pulverised to 85% passing 75 microns. A pulp sub-sample was collected for analysis by four acid digest with an ICP/MS, ICP/AES finish and 30g Fire Assay for gold with AAS finish.

Multi-element assaying is conducted routinely for a suite of potentially deleterious elements including (but not limited to) Arsenic, Antimony, Bismuth, Cadmium, Mercury and Sulphur.

All reported assays have been length weighted. No top cuts have been applied. A nominal 10ppb gold lower cut-off has been applied.

The Nova Canaã geochemical anomalies will be further evaluated with a shallow trenching program prior to further drilling.

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INTERESTS IN MINING TENEMENTS

			ACQUIRED DURING QUARTER	DISPOSED DURING QUARTER
AREA OF INTEREST	TENEMENTS	GROUP ENTITY’S INTEREST
WESTERN AUSTRALIA
Liberty-Indee Project	E47/1209	70% (90%on decision to mine)
	E47/1796	70% (90%on decision to mine)
	M47/1455	70% (90%on decision to mine)
Whim Creek Project	E47/976	100%
	M47/236	100%
	M47/237	100%
	M47/238	100%
	M47/443	100%
	L47/36	100%
	GLA47/1233	100%
Mt Satirist Project	E47/2674	100%
Christmas Well Project	ELA47/2955	0% (application withdrawn)		100%
Salt Creek Project	E47/924	100%
	E47/1088	100%
	M47/323	100%
	M47/324	100%
Sulphur Springs Project	M45/494	100%
	M45/587	100%
	M45/653	100%
	M45/1001	100%
	L45/166	100%
	L45/170	100%
	L45/173	100%
	L45/179	100%
	L45/188	100%
	L45/189	100%
	L45/287	100%
Panorama Project	P45/2607	100%
	P45/2609	100%
	P45/2610	100%
	P45/2611	100%
	P45/2612	100%
	P45/2613	100%
	P45/2614	100%
	P45/2616	100%
	P45/2910	100% (applicationpending)	100%
	P45/2911	100% (applicationpending)	100%
BRAZIL
Jatobá	EL 866020/2007	100%CMGM
Rio Pombo	EL 866238/2008	100%CMGM
	ELA 867034/2011	100%CMGM
	ELA 867035/2011	100%CMGM
	ELA 867138/2012	100%CMGM
Nova Canaã(Colider)	EL 866718/2008	100%CMGM
	EL 866719/2008	100%CMGM
	EL 866820/2008	100%CMGM
Tanque Fundo	EL 866239/2008	100%CMGM
	EL 867376/2008	100%CMGM
	EL 867377/2008	100%CMGM
Castelo de Sonhos	EL 850172/2010	100%CMGM
Serra Verde	EL 850564/2007	100%CMGM
	EL 850359/2006	100%CMGM
	ELA 850353/2011	100%CMGM
	EL 850173/2010	100%CMGM
	PLG 850174/2010 to PLG 850180/2010	100%CMGM
	ELA 850413/2012 to ELA 850428/2012	100%CMGM
	ELA 850851/2011 to ELA 850884/2011	100%CMGM
Grande Canaã	EL 850076/2011 to EL 850079/2011	100%CMGM
	ELA 851269/2011 to ELA 851272/2011	100%CMGM
KL	EL 850080/2011 to EL 850082/2011	100%CMGM
	ELA 851273/2011 to ELA 851278/2011	100%CMGM
Hollywood	EL 850083/2011	100%CMGM

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APPENDIX

Midway Prospect Drill Hole Location

Hole ID	Easting	Northing	RL	Current Depth	Dip	Azimuth
VSD005	731,305	7,656,660	283	233.1	-55°	240°

Table 1 – Midway drill hole locations (MGA Zone 50 GDA94 Datum)

JORC COMPLIANCE TABLE

Section 1 Sampling Techniques and Data

(Criteria in this section apply to all succeeding sections.)

Criteria	JORC Code Explanation	Commentary
Sampling techniques	 Nature and quality of sampling (e.g. cut channels, random chips, or specific specialised industry standard measurement tools appropriate to the minerals under investigation, such as down hole gamma sondes, or handheld XRF instruments, etc.). These examples should not be taken as limiting the broad meaning of sampling.  Include reference to measures taken to ensure sample representivity and the appropriate calibration of any measurement tools or systems used.  Aspects of the determination of mineralisation that are Material to the Public Report.  In cases where ‘industry standard’ work has been done this would be relatively simple (e.g. ‘reverse circulation drilling was used to obtain 1 m samples from which 3 kg was pulverised to produce a 30 g charge for fire assay’). In other cases more explanation may be required, such as where there is coarse gold that has inherent sampling problems. Unusual commodities or mineralisation types (e.g. submarine nodules) may warrant disclosure of detailed information.	 Surface rock chip samples are collected from in-situ material only. Samples collected are ~3 kg in weight.  Surface grab samples are collected from sub-crop material or shaft spoil from a nearby excavation, description relates to the actual material sampled. Samples collected are ~3 kg in weight.  Soil samples are collected the A-B soil horizon interface. Soil samples taken from other soil horizons are recorded with their specific location within the soil profile and depth. Whole soil samples are collected as ~2-3 kg samples, sieved soils samples are generally 250 gm.  Channel samples are collected as ~3 kg composite samples continuous for the interval sampled and are representative of all material in the interval. Geological descriptions are specific as to mineralisation, rock type, structure or alteration are used to domain the geology and / or sample.  Auger drilling penetrates the regolith to take a 20 - 30cm sample, the sample is composited to a 1 metre sample, and each sample is combined and homogenized in a contamination free container to a weight of ~3kg.  Samples are weighed, dried, crushed and pulverised (total prep) to produce a pulp sub- sample for analysis byfire assay (30gm charge)with AAS finish.
Drilling techniques	 Drill type (e.g. core, reverse circulation, open-hole hammer, rotary air blast, auger, Bangka, sonic, etc.) and details (e.g. core diameter, triple or standard tube, depth of diamond tails, face-sampling bit or other type, whether core is oriented and if so, by what method, etc.).	 NA.  Auger drilling utilised a power auger, sampling via a “clam” type bit with 90mm diameter. Maximum depth is 12 metres; sample return is not representative in wet or unconsolidated material.
Drill sample recovery	 Method of recording and assessing core and chip sample recoveries and results assessed.  Measures taken to maximise sample recovery and ensure representative nature of the samples.  Whether a relationship exists between sample recovery and grade and whether sample bias may have occurred due to preferential loss/gain of fine/coarse material.	 NA
Logging	 Whether core and chip samples have been geologically and geotechnically logged to a level of detail to support appropriate Mineral Resource estimation, mining studies and metallurgical studies.  Whether logging is qualitative or quantitative in nature. Core (or costean, channel, etc.) photography.  The total length andpercentage of the relevant intersections logged.	 Surface sample logging includes rock type, weathering, veining, mineralization and structural data.  Logging was at an appropriate detailed quantitative standard to support future geological, resource, reserve estimations and subsequent feasibility studies.

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Sub-sampling techniques and sample preparation	 If core, whether cut or sawn and whether quarter, half or all core taken.  If non-core, whether riffled, tube sampled, rotary split, etc. and whether sampled wet or dry.  For all sample types, the nature, quality and appropriateness of the sample preparation technique.  Quality control procedures adopted for all sub-sampling stages to maximise representivity of samples.  Measures taken to ensure that the sampling is representative of the in situ material collected, including for instance results for field duplicate/second-half sampling.  Whether sample sizes are appropriate to the grain size of the material being sampled.	 The sample preparation of sieved soil samples includes drying, dis-aggregation, screening to 180microns to obtain a 100g sample and pulverizing to 85% passing 75 microns.  Field duplicate were taken for soil samples at a frequency of 1 in 60 samples.  Sample sizes are appropriate to minimize the inherent nugget effect.
Quality of assay data and laboratory tests	 The nature, quality and appropriateness of the assaying and laboratory procedures used and whether the technique is considered partial or total.  For geophysical tools, spectrometers, handheld XRF instruments, etc., the parameters used in determining the analysis including instrument make and model, reading times, calibrations factors applied and their derivation, etc.  Nature of quality control procedures adopted (e.g. standards, blanks, duplicates, external laboratory checks) and whether acceptable levels of accuracy (i.e. lack of bias) and precision have been established.	 Industry standard analytical techniques involving a total acid digest with 30g or 50g FA/AAS used routinely for gold analysis, and Aqua Regia partial digest with 30g ICP-MS ultratrace analysis for 53 element suite.  No geophysical tools were used to determine any element concentrations reported.  The laboratory used is ACME Laboratories in Brazil. Sample preparation is undertaken in Brazil with analysis undertaken in Santiago or Vancouver.  Laboratory quality control for every 35 client samples, 1 pulp duplicate, 1 (-10 mesh) reject duplicate (drill core only, to monitor the sub sampling fraction), 2 blanks to test the reagent background, 1 quartz wash blank sample for preparation monitoring, 2 certified reference material samples.  CMGM uses Geostats Pty Ltd reference standards for QA/QC testing of laboratories. Standard QA/QC control samples including reference standards and locally sourced blank quartz samples were inserted at a rate of 1 in 50 duringsoil sampling.
Verification of sampling and assaying	 The verification of significant intersections by either independent or alternative company personnel.  The use of twinned holes.  Documentation of primary data, data entry procedures, data verification, data storage (physical and electronic) protocols.  Discuss any adjustment to assay data.	 NA  Primary data is collected in paper hardcopy format using a set of standard Excel templates, then entered into a digital geological log spread sheet and sent to the Perth office. The digital logging data is then validated by an in-house database consultant and merged into the companies SQL database, any validation issues at this stage are communicated and rectified bythe supervising geologist. Full copies are stored offsite.
Location of data points	 Accuracy and quality of surveys used to locate drill holes (collar and down-hole surveys), trenches, mine workings and other locations used in Mineral Resource estimation.  Specification of the grid system used.  Quality and adequacy of topographic control.	 Drill holes are located by handheld GPS to ensure accuracy to within 4 metres.  All trench, sample sites, mine workings and other topographic features are located by handheld GPS. New locations measured are confirmed by plotting and viewing in reference to other known locations.  The Grid system used for all data is WGS 84, UTM ZONE 21S.  Quality and adequacy of topographic control is suitable and adequately accurate for the exploration activities undertaken.
Data spacing and distribution	 Data spacing for reporting of Exploration Results.  Whether the data spacing and distribution is sufficient to establish the degree of geological and grade continuity appropriate for the Mineral Resource and Ore Reserve estimation procedure(s) and classifications applied.  Whether sample compositing has been applied.	 The data spacing and distribution is suitable for exploration purposes. It is not sufficient to establish a Mineral Resource or Ore Reserve estimation.  Sample compositing is not undertaken.
Orientation of data in relation to geological structure	 Whether the orientation of sampling achieves unbiased sampling of possible structures and the extent to which this is known, considering the deposit type.  If the relationship between the drilling orientation and the orientation of key mineralised structures is considered to have introduced a sampling bias, this should be assessed and reported if material.	 Sample lines were oriented near perpendicular to the regional trend.  Future interpretation of drill holes may vary the orientation of mineralization. The extent of orientation based sampling bias in the data is unknown.
Sample security	 The measures taken to ensure sample security.	 The chain of custody is managed by CMGM.  All samples are taken directly from the field under supervision to a secured facility accessed only by senior staff. Samples are transported to Cuiabá for confirmation prior to shipping via ACME Laboratories.  Drill core is cut and sampled at the laboratory by CMGM staff with samples prepared in ACME Laboratories in Cuiabáprior to shippingto their assaylaboratory.

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Audits or reviews	 The results of any audits or reviews of sampling techniques and data.	 The data is subject to standard internal reviews and data validation by the supervising geologist and data base manager.  No independent audits of the samplingtechniques and data have been completed.

Section 2 Reporting of Exploration Results

(Criteria listed in the preceding section also apply to this section.)

Criteria	JORC Code Explanation	Commentary
General tenement and land tenure status	 Type, reference name/number, location and ownership including agreements or material issues with third parties such as joint ventures, partnerships, overriding royalties, native title interests, historical sites, wilderness or national park and environmental settings.  The security of the tenure held at the time of reporting along with any known impediments to obtaining a licence to operate in the area.	 Exploration sampling was undertaken on tenement 866719/2008, 100% owned by CMG Mineração Ltda., a subsidiary of Venturex Resources Limited.  No encumbrances are known.  An environmental license is current for the project, valid until 12/12/2014, LOPM 303636/2011.  Surface samples were collected within tenement 850172/2010, 100% owned by CMG Mineração Ltda. The environmental licence is awaited to undertake ground disturbing activities with this tenement.
Exploration done by other parties	 Acknowledgment and appraisal of exploration by other parties.	 No exploration is known to have been undertaken within the Project area by other parties.
Geology	 Deposit type, geological setting and style of mineralisation.	 Gold deposits in the region are hosted within orogenic belts by a variety of metamorphic and magmatic rocks including orthogneisses, orogenic granitoids, and post orogenic granitoids. Younger mafic intrusives and felsic volcanics are less well known as host rocks.  Magmatic arc gold deposit styles, carbonatities, low sulphidation epithermal veins, and greisens deposits are likely within the geological setting.  The deposits styles expected in the Alta Floresta region of Brazil range from high grade (+10 g/t Au), structurally controlled, vein systems to low grade (1-2 g/t Au) stockwork and sheeted vein systems.  Combinations of both mineralisation styles may exist within the same orebody.
Drill hole Information	 A summary of all information material to the understanding of the exploration results including a tabulation of the following information for all Material drill holes: o easting and northing of the drill hole collar o elevation or RL (Reduced Level – elevation above sea level in metres) of the drill hole collar o dip and azimuth of the hole o down hole length and interception depth o hole length.  If the exclusion of this information is justified on the basis that the information is not Material and this exclusion does not detract from the understanding of the report, the Competent Person should clearly explain why this is the case.	 NA
Data aggregation methods	 In reporting Exploration Results, weighting averaging techniques, maximum and/or minimum grade truncations (e.g. cutting of high grades) and cut-off grades are usually Material and should be stated.  Where aggregate intercepts incorporate short lengths of high grade results and longer lengths of low grade results, the procedure used for such aggregation should be stated and some typical examples of such aggregations should be shown in detail.  The assumptions used for any reporting of metal equivalent values should be clearly stated.	 All reported assays have been length weighted.  No top cut has been applied.  For reporting exploration results, a nominal 5ppb gold lower cut-off has been applied.  High-grade intervals internal to broader zones of mineralisation are reported as included intervals.

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Relationship between mineralisation widths and intercept lengths	 These relationships are particularly important in the reporting of Exploration Results.  If the geometry of the mineralisation with respect to the drill hole angle is known, its nature should be reported.  If it is not known and only the down hole lengths are reported, there should be a clear statement to this effect (e.g. ‘down hole length, true width not known’).	 Trench sample lengths of mineralization are reported, the true width is estimated from field mapping..
Diagrams	 Appropriate maps and sections (with scales) and tabulations of intercepts should be included for any significant discovery being reported These should include, but not be limited to aplan view of drill hole collar locations and appropriate sectional views.	 All surface sample locations and summary of results is shown on figures within the context of each Project.
Balanced reporting	 Where comprehensive reporting of all Exploration Results is not practicable, representative reporting of both low and high grades and/or widths should be practiced to avoid misleading reporting of Exploration Results.	 All results are reported.
Other substantive exploration data	 Other exploration data, if meaningful and material, should be reported including (but not limited to): geological observations; geophysical survey results; geochemical survey results; bulk samples – size and method of treatment; metallurgical test results; bulk density, groundwater, geotechnical and rock characteristics; potential deleterious or contaminating substances.	 Not applicable
Further work	 The nature and scale of planned further work (e.g. tests for lateral extensions or depth extensions or large-scale step-out drilling).  Diagrams clearly highlighting the areas of possible extensions, including the main geological interpretations and future drilling areas, provided this information is not commercially sensitive.	 Geochemical anomalies defined at Nova Canaã are open along strike, Further testing for vertical and lateral extensions with shallow trenching along strike from the Dona Maria prospect is planned later in 2014.

13

Appendix 5B Mining Exploration Entity Quarterly Report

Rule 5.3

Appendix 5B – 2nd Quarter 2014

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 2013

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(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 Taxes received (paid) Other -decrease (increase)inbankguarantees	- (676) - - (455) - 33 - 826 -	- (1,545) - - (887) - 68 (1) 826 1,688
	Net Operating Cash Flows	(272)	149
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	- - - - - - - - -	- - - - - 35 - - -
	Net Investing Cash Flows	-	35
1.13	Total Operating and Investing Cash Flows (carriedforward)	(272)	184

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 6

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)		(272)	184
1.14 1.15 1.16 1.17 1.18 1.19	Cash Flows Related to Financing Activities Proceeds from issues of shares, options, etc. Proceeds from sale of forfeited shares Proceeds from borrowings Repayment of borrowings Dividends paid Other –Capital raising costs	- - - - - -	- - - - - -
	Net Financing Cash Flows	-	-
1.20 1.21	Net Increase / (Decrease) in Cash Held Cash at beginning of quarter/year to date Exchange rate adjustments to item 1.20	(272) 3,721 -	184 3,265 -
1.22	Cash at End of Quarter(2)	3,449	3,449

~~(1)~~ Actual exploration and evaluation includes $103k for the Feasibility Study (YTD $166).

(2)At 31 December 2013 Venturex Resources Ltd had $79k utilised to cash back environmental bonds and rental guarantees that does not appear in the cash flow

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

1.23 1.24 1.25	Aggregate amount of payments to the parties included in item 1.2 Aggregate amount of loans to the parties included in item 1.10 Explanation necessary for an understanding of the transactions	Curent Quarter $A'000
		151
		-
	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 As per the ASX announcement dated 30 December 2013, the company has entered a binding sale agreement to sell the Whim Creek Hotel for $1.7 million cash.

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

• See chapter 19 for defined terms.

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

Appendix 5B Mining Exploration Entity Quarterly Report

Financing Facilities Available

Add notes as necessary for an understanding of the position.

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

Estimated Cash Outflows for Next Quarter

	$A’000
4.1 Exploration and evaluation 4.2 Development 4.3 Production 4.4 Administration	900
	-
	-
	400
Total:	1,300

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)	449	421
		3,000	3,300
		-	-
		-	-
	Total: Cash at End of Quarter(item 1.22)	3,449(4)	3,721(4)

(4)At 31 December 2013 Venturex Resources Ltd had $79k utilised to cash back environmental bonds and rental guarantees that does not appear in the cash flow

• See chapter 19 for defined terms.

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

Appendix 5B Mining Exploration Entity Quarterly Report

Changes in Interests in Mining Tenements

6.1 6.2		Tenement Reference	Nature of Interest (note 2)	Interest at Beginning ofQuarter	Interest at End of Quarter
	Interests in mining tenements relinquished, reduced or lapsed	Christmas Well E47/2955	Application Withdrawn	100%	Nil
	Interests in mining tenements acquired or increased	Panorama P45/2607 P45/2609 P45/2610 P45/2611 P45/2612 P45/2613 P45/2614 P45/2616 P45/2910 P45/2911	Tenement Acquired Tenement Acquired Tenement Acquired Tenement Acquired Tenement Acquired Tenement Acquired Tenement Acquired Tenement Acquired Application Pending Application Pending	100% 100% 100% 100% 100% 100% 100% 100% Nil Nil	100% 100% 100% 100% 100% 100% 100% 100% 100% 100%

• See chapter 19 for defined terms.

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

Appendix 5B Mining Exploration Entity Quarterly Report

Issued and Quoted Securities at End of Current Quarter

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

	Total Number	Number Quoted		Issue Price Per Security (cents) (see note 3)	Amount Paid Up Per Security (cents) (seenote 3)	Amount Paid Up Per Security (cents) (seenote 3)
7.1 Preference+Securities (Description)	-	-
7.2 Changes During Quarter (a) Increases through issues (b) Decreases through returns of capital, buy- backs,redemptions
7.3 +Ordinary Securities	1,547,869,181	1,547,869,181
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) VXRAQ VXRAS VXRAK VXRAU VXRAU	7,500,000 11,000,000 10,000,000 10,000,000 10,000,000	- - - - -		Exercise Price 15 cents 15 cents 12 cents 2.5 cents 3.5 cents	Expiry Date 9 Oct 2014 5 Dec 2014 22 July 2015 1 Dec 2016 1 Dec2016
7.8 Issued during quarter VXRAU VXRAU	10,000,000 10,000,000	- -		Exercise Price 2.5 cents 3.5 cents		Expiry Date 1 Dec 2016 1 Dec2016
7.9 Exercised during quarter
7.10 Expired during quarter VXRAD	8,000,000	-		Exercise Price 15 cents	Expiry Date 28Nov 2013
7.11 Debentures (totals only)
7.12 Unsecured notes (totals only)

• See chapter 19 for defined terms.

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

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: 31 January 2014

Print Name: Trevor Hart

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 6 of 6