DEVELOP GLOBAL LIMITED — M&A Activity 2009

Jun 4, 2009

CMG GOLD LIMITED (ABN 87 120 124 727)

SUPPLEMENTARY TARGET'S STATEMENT

$1₁$ Introduction

This document is a supplementary target's statement under section 644 of the Corporations Act 2001 (Cth). It is the first supplementary target's statement ("Supplementary Target's Statement") issued by CMG Gold Limited ("CMG") in relation to the off-market takeover bid by Venturex Resources Limited ("Venturex") for all of the ordinary shares in CMG. This Supplementary Target's Statement supplements, and should be read together with, CMG's target's statement dated 15 May 2009 ("Target's Statement").

$2.$ Assessment of Value of Venturex Shares and CMG Shares and confirmation that CMG Shareholders should, in the absence of a superior offer, accept the Venturex Share Offer

Venturex is ASX listed and Venturex Shares trade on the ASX. In the Target's Statement reference was made to the highest, lowest and latest share price of Venturex Shares in the 3 month period until the lodgement of the Bidders Statement dated 15 May 2009. The highest price was 4 cents on 6 April 2009, the lowest price was 0.9 cents on 9 to 11 March 2009 and the then latest price as 2 cents on 13 May 2009.

The volume weighted average price of Venturex Shares on the ASX is as follows:

(a)	last 5 days	$2.83$ cents
(b)	last 30 days	$2.58$ cents
(c)	last 60 days	$1.74$ cents

The above information assumes the last day of trading is 4 June 2009.

CMG is an unlisted Australian public company. CMG has identified and negotiated acquisition of four gold projects in Brazil as set out in section 6.3 of the Bidders Statement. CMG has no earnings history.

In order to assess the value of CMG Shares, a number of the traditional valuation methodologies are not relevant to CMG. For instance, the discounted cash flow method, the application of earnings multiples and any quoted securities methodologies are not appropriate. The Company has not received any genuine offers for CMG Shares or the Brazilian projects other than the offer that has been made by Venturex by the Bidders Statement. Further, CMG does not consider that a valuation based on an orderly realisation of assets is an appropriate methodology.

The Directors consider that the value of CMG Shares can best be assessed by the most recent subscription price of CMG Shares which was 12.5 cents in April 2009. From April 2008 to April 2009 a total of 8,980,000 CMG Shares were issued to subscribers at a price of 12.5 cents each to raise \$1,122,500. Previously, CMG raised moneys at 5 cents initially (by the issue of 4,900,000 shares at 5 cents to raise \$245,000 during 2006) and then 10 cents (by the issue of 15,440,000 shares at 10 cents to raise \$1,544,000 during 2007).

The Offer by Venturex is 4.25 Venturex Shares for every 1 CMG Share. Using the volume weighted average price of Venturex Shares during the last 5 days, the value of the Venturex Share consideration to be received is assessed at 12.0275 cents per CMG Share (ie. 4.25 x 2.83 cents per Venturex Share). This compares to the value of the CMG Shares that may be assessed at 12.5 cents per CMG Share based on the most recent subscription price. If the 30 day or 60 day volume weighted average price is used the value of the Venturex Share consideration will be a lesser figure.

Although the value of the consideration to be received by CMG Shareholders is less than the potential value of CMG Shares currently held, the Board confirms its unanimous recommendation that CMG Shareholders should, in the absence of a superior Offer, accept the Venturex Share Offer.

The reasons for this recommendation is set out in section 2.2 of the Target's Statement. The Directors urge CMG Shareholders to read this section of the Target's Statement. The reasons set out in that section of the Target's Statement are - potential for improved liquidity, improved fundraising opportunities, diversity of assets in risk/improved opportunities and management project synergies.

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$3₁$ Other

Defined Terms $3.1$

Unless the context otherwise requires, terms defined in the Target's Statement have the same meaning in this Supplementary Target's Statement.

$3.2$ Lodgement with ASIC

A copy of this Supplementary Target's Statement has been lodged with ASIC. ASIC takes no responsibility for the contents of this Supplementary Target's Statement.

$3.3$ Authorisation

This Supplementary Target's Statement has been approved by a resolution of the directors of CMG.

Dated: 5 June 2009

Anthony Reilly Managing Director CMG Gold Limited