DEVELOP GLOBAL LIMITED — M&A Activity 2009

Apr 2, 2009

ASX Announcement Code: VXR

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3 April 2009

Acquisition of Brazilian Gold Projects

Venturex Resources Ltd (“Venturex” “the Company”) today announced an off-market scrip offer (“Takeover Offer”) for all the issued capital[1] in unlisted public company CMG Gold Limited (“CMG”).

CMG, through its subsidiary, CMG Mineracao Limitada (“CMGM”), has acquired or is in the process of acquiring four ready-to-drill gold projects in Mato Grosso State, Brazil.

The Board of CMG has unanimously recommended that CMG Shareholders accept the Takeover Offer and have committed to enter into pre-bid acceptance agreements with Venturex over 19.9% of the issued capital of CMG.

For further details:

Dr Tim Sugden Managing Director T: +61 8 6424 9188 M: +61 407 085 032

E: tim.sugden@venturexresources.com

Venturex Managing Director Dr Tim Sugden said, “We are pleased to have the opportunity to acquire such high calibre gold projects. All have drill ready targets and we believe there is very good potential for mineable gold resources. An established exploration team in Mato Grosso will ensure that exploration and development work is pursued in a timely and professional manner.”

Dr Sugden also said that this transaction is an important step in the Company building a gold exploration and development portfolio, to complement existing base metals assets.

Board

Allan Trench Non-Executive Chairman

Tim Sugden Managing Director Michael Mulroney Non-Executive Director

Liza Carpene Company Secretary

Contact Details

Registered Office: Level 1 35 Richardson Street West Perth WA 6005 T: +61 8 6424 9188 F: +61 8 9463 7836

E: admin@venturexresources.com

W: www.venturexresources.com

ABN: 28 122 180 205

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Location of CMG Gold’s Projects

OFFER TERMS

Subject to Venturex Shareholder approval of the Takeover Offer, the consideration to be offered by Venturex under the Takeover Offer will be five (5) Venturex shares for each CMG share to be issued in two milestone-based tranches:

• a) 75% of the consideration (being 3.75 Venturex shares for each CMG share) when the Takeover Offer becomes unconditional and issued within the time period specified in the Corporations Act; and

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1 After capital reduction as defined in Clause 1 of the Key Terms of the Implementation Agreement in Appendix A.

Acquisition of Brazilian Gold Projects 3 April 2009

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• b) 25% of the consideration (being 1.25 Venturex shares for each CMG share) to be issued within 14 days after St Elina or another project in Brazil (which in the opinion of Venturex Directors acting reasonably has similar or greater economic potential to St Elina) is controlled by Venturex (Milestone). Venturex will use its best endeavours to satisfy the Milestone as soon as reasonably practical, however if this Milestone is not achieved by 30 June 2010, the obligation of Venturex to issue this tranche of Venturex shares will lapse.

The second instalment of the consideration set out in clause b) will require the grant of a modification of the Corporations Act by the Australian Securities and Investments Commission (ASIC). If the ASIC does not grant the modification, or Venturex decides not to make an application for a modification, the Takeover Offer will be amended so that this instalment of the offer shall be structured as Performance Shares to be issued by Venturex in accordance with the Corporations Act and the ASX Listing Rules.

The recommended Takeover Offer is subject to 90% minimum acceptance condition and other standard conditions as set out in Appendix A.

IMPACT ON VENTUREX CAPITAL STRUCTURE

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|||||
|---|---|---|---|
|VXR Current|Post Tranche 1|Post Tranche 2|
|Issued Capital|163,546,681|330,496,681|386,146,681|

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TRANSACTION IMPLEMENTATION AND OFFER PROCESS

Venturex and CMG have entered into an Implementation Agreement under which the parties have agreed certain undertakings and arrangements to facilitate the making of the Offer. Key terms of the Implementation Agreement are summarised in Appendix B.

Further information regarding the Takeover Offer will be provided in the Bidder’s Statement. It is anticipated the Bidder’s Statement will be delivered to CMG as soon as practicable with the intention that the Takeover Offer be completed by mid June 2009.

CMG DIRECTORS TO JOIN VENTUREX BOARD

Mr Anthony Reilly, Managing Director of CMG, and Mr Glenn Featherby, a Non-Executive Director of CMG, have been invited to join the Board of Venturex on successful completion of the Takeover Offer.

On consenting to become Directors, Mr Reilly and Mr Featherby will join the existing Venturex Board. The proposed new Board structure is summarised below:

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Allan Trench
Non-Executive Chairman
Michael Mulroney Tim Sugden Anthony Reilly Glenn Featherby
Non-Executive Director Managing Director Executive Director Non-Executive Director
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Biographies are detailed in Appendix C.

Chairman, Dr Allan Trench, said “With an expanded Board, comprising extensive experience in exploration, operations, finance and corporate development, along with a successful established team in Brazil, Venturex has the management capability in place to move from explorer to developer to producer and in doing so, build superior and sustainable value for our Shareholders”.

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PROJECT DESCRIPTIONS

CMG’s geological team, led by Mr Carl Swensson (previously Normandy Mining Limited’s Chief Geologist – Exploration), has identified and negotiated acquisition of five high quality gold projects in three established gold districts in Mato Grosso. The projects are located in some of Brazil’s premier gold districts and were selected on the basis that they are ready to drill and, should resources of appropriate scale and tenor be established, development and production can be pursued without significant impediment.

Jatoba

Excellent potential for near-term gold production from historical workings

The Jatoba Project is located about 20km south of the city of Cuiaba and is readily accessible by sealed and gravel roads.

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Geological setting of the Jatoba leases
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Host rocks are siltstones and medium to coarse grained sandstones and grits of the Cuiaba Group.

The area has been subjected to extensive alluvial gold mining activity, covering an area about 3km long and 0.75km wide, and focused mainly on a 1-3 metre thick layer of auriferous gravels. In the central part of the disturbed area three interlinked open pits have been excavated into mineralised saprolite to depths of 20-30 metres.

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Main Jatoba pit, approximately 35 metres deep, looking SE along steep NW-SE vein direction.

Vein fault complex on pit wall.

The most prominent structural features are a series of sub-parallel, steep-NE dipping and NW-SE trending sheared quartz vein systems. The apparent strike length of these structures ranges up to 500 metres, but some could be substantially longer. The structural corridors are associated with 10-20 metre wide en-echelon arrays of sub-horizontal and variably deformed quartz veins which have clearly been the focus of mining activity within the pit and in minor shafts. A rock chip sample taken from a quartz vein in the lower part of the existing pit returned a grade of 182g/t Au.

No drilling has been conducted in the area so grade tenor and distribution at depth is unknown.

Exploration Plan

Jatoba is a “drill-ready” exploration project with clearly defined targets. A preliminary RC drilling program, which may commence as soon as July 2009, will test sub-vertical shears and quartz veins on several sections to depths of approximately 150 metres, along a strike length of about 500 metres. Certain holes may be extended to greater depth to test the grade of primary mineralisation.

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The main pits at Jatoba, with identified corridors of shearing and quartz veining

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Interpretive cross-section through the main Jatoba pits with conceptual RC drill plan

Status of Tenure

Licence	Type	Grant Date	Holder	Interest Earning or Held	Royalty (in addition to 1% CFEM Royalty)	Future Payments
866505	EL	2004	CMGM	100%	1.5%	US$500,000 on decision to mine. US$1,000,000 if >5year mine life.
866020	EL	2007	CMGM	100%	N/A	N/A

Jatoba is subject to an outright purchase agreement signed 3rd February 2009, valued at US$150,000. The first instalment was paid 10th March 2009 and balance of US$75,000 is due 18th February 2010. The EL has been transferred to CMGM and the transfer documents have been registered with the DNPM.

Rio Pombo

Broad gold anomaly associated with prominent veins and shears

The Rio Pombo Project is located in the north of Mato Grosso State, on the southern border of the Amazon. Less than 50% of the area is covered by rainforest, the remainder being partially cleared for cattle grazing.

The Project is located within the Peixoto De Azevedo gold district, within the northwest trending Tapajos-Parima Orogenic Belt. The main lithologies in the area are acid to intermediate volcanics and granodioritic to granitic intrusives.

Anomalous quartz veins, shear zones and alteration systems have been identified over an area measuring at least 5km long and 2km wide. Within this area a broad soil anomaly has been delineated with several samples returning grades in excess of 1g/t Au in the central part of the anomaly. The main prospect is a series of east-northeast trending outcrops of variably sheared and quartz-veined granite containing extensive iron-oxide casts after sulphides. The exposed parts of the shears are approximately 1000 metres in strike length and up to 20 metres wide. Rock chips from the shear zones grade up to 170.79g/t Au.

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Details of main Rio Pombo prospect showing soil anomaly and rock chip values

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Highly ferruginised granite at mineralised outcrop, Rio Visible gold in quartz-sulphide vein in the Rio Pombo area Pombo

Exploration Plan

The Company plans to undertake an RC or RAB drilling program to test oxide and primary mineralisation associated with the outcropping structures. It is anticipated that the drilling program will commence in 2009. In addition, regional rock and soil sampling will continue over the entire lease area to identify other gold anomalies.

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Status of Tenure

CMGM has exercised its option to acquire a 100% interest in the Rio Pombo tenements.

Licence	Type	Grant Date	Holder	Interest Earning or Held	Royalty (in addition to 1% CFEM Royalty)	Future Payments
866691	EL	2003	CMGM	100%	3%	N/A
866692	EL	2003	CMGM	100%
866943	EL	2005	CMGM	100%
866238	ELA	TBA	CMGM	100%	N/A	N/A

CMGM also holds a further five EL applications at Novo Canaa covering an area of 50,000 Ha approximately 100 km west of the Rio Pombo Project. Mapping undertaken to date has identified a complex package of Archaean and Proterozoic granite and gneiss in contact with Neo-Proterozoic felsic volcanic, with localised hydrothermal alteration, adjacent to a Meso-Proterozoic graben margin. Regional stream sediment geochemistry has identified two significant anomalies (8.4ppb Au and 2.1ppb Au). Further work will include regional soil sampling, structural mapping and target resolution.

Licence	Type	Grant Date	Holder	Interest Earning or Held	Royalty (in addition to 1% CFEM Royalty)	Future Payments
866716	ELA	TBA	CMGM	100%	N/A	N/A
866719	ELA	TBA	CMGM	100%
866721	ELA	TBA	CMGM	100%
866722	ELA	TBA	CMGM	100%
866820	ELA	TBA	CMGM	100%

St Elina

Significant historical gold production, defined bedrock targets, adjacent to Yamana Gold Inc’s operations

The St Elina project is located in eastern Mato Grosso, close to the Bolivian border, in the northern part of the Guopore Gold Belt. It is the best known gold district in Mato Grosso dating back to the Portuguese “Bandeirantes” of the early 18th century. It is believed that around two million ounces were produced between 1720 and 1830, mainly from alluvials.

Today, TSX-listed Yamana Gold Inc (producing approximately one million ounces per annum) is the largest company holding interests in the region, with operations at Sao Francisco and Sao Vicente, and recent discoveries at Ernesto and Pau-a-Pique. Pau-a-Pique has a reported resource grade of 5.5g/t Au, although production grades at Sao Francisco and Sao Vicente are less than 1g/t Au. The style of mineralisation is believed to have broad similarities to the Victorian Goldfields (>20m oz), Muruntau (80m oz) and Macraes Flat (5m oz). Yamana Gold Inc’s Sao Vicente Operation, located about 4 kilometres south of the St Elina project, is expected to commence gold production at a rate of 55-60,000 ounces per annum from 2009.

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Geological setting of the St Elina Project

The St Elina Project comprises a single Mining Licence (800369/77) covering an area of 9,819.44ha.

The geology is dominated by coarse metasediments of the Mid Proterozoic Aguapei Group, which forms a prominent NNW-trending ridge. In the CMG project area, the most prominent mineralised structure is sub-vertical, NNE trending quartz breccia zone, 2-5 metres wide. The current owner has excavated a near continuous trench into the breccia zone over a strike length of at least 250 metres and up to 20 metres deep.

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Excavation into mineralised breccia, St Elina Typical quartz-cataclasite breccia, St Elina

A number of shallow northeast dipping thrust faults have also been identified on the lease. These are believed to be the most significant hosts for gold mineralisation in the district.

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Exploration Plan

Prior to commencing an RC drilling program, the Company will analyse structural controls of gold mineralisation in the local area and undertake additional outcrop sampling. Drill targets will include the defined and partially exploited subvertical breccia zones and linked flat-lying thrust structures.

Status of Tenure

Licence	Type	Grant Date	Holder	Interest Earning or Held	Option Fee 3	Exercise Fee	Royalty (in addition to 1% CFEM Royalty)	Future Payments
800369	ML	1977	Jayme Vincente Valdares	100%	US$90,000 30/04/2009	US$300,000 30/04/2010	1.5%	US$800,000 if decision to mine

Brazilian law currently prohibit foreign companies from majority ownership of operations in the Frontier Zone (defined as a 150 km limit inboard of the Bolivian border). These laws are understood to be under review and may change in the next few years. In the event that exercise of the St Elina option precedes any changes to the law and CMGM is required to reduce ownership to less than 50%, a new holding structure will be developed, in which CMGM holds minority ownership but maintains a 100% economic interest. To comply with legal restrictions applicable to border areas, Yamana Gold Inc has established similar ownership and control structures for its Sao Vicente and Sao Francisco Operations.

Tanque Fundo

Potential for low-capital cost dump leach operation

The prospect is an array of sub-vertical, NW-SE striking quartz veins, cross-cutting a NE-SW trending sequence of NeoProterozoic slates, sandstones and grits. The veins occupy an area measuring approximately 2km long and a few hundred metres wide.

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Area of historical mining activity at Tanque Fundo Typical working along auriferous quartz vein at Tanque Fundo

The veins range from 0.1-1m in thickness, with rare occurrences up to 2m wide. Strike lengths range from 10 to 50 metres. Spacing varies across the workings, but five to 10 metres is typical. Virtually all the veins have been exploited to varying degrees by small scale miners, either by trenching or by small-scale shafts.

There are no records of recovered grades. A single channel sample taken by CMG across a 0.1cm wide vein returned a grade 8.94g/t Au.

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Exploration Plan

Venturex intends to conduct RC drilling and bulk sampling programs to determine bulk grade of the Tanque Fundo mineralisation. Should the deposit be developed, the most likely future scenario is considered to be a low-grade heap leach operation.

Status of Tenure

Licence	Type	Grant Date	Holder	Interest Earning or Held	Exercise Fee	Royalty (in addition to 1% CFEM Royalty)	Future Payments
866855	EL	2006	Tecgeo - Geeologia, Eng. E Meio Ambiente Ltda – ME	100%	US$100,000 30/06/2009	2.0%	N/A
866239	ELA	TBA	CMGM	100%	N/A	N/A	N/A
866376	ELA	TBA	CMGM	100%	N/A	N/A	N/A
866377	ELA	TBA	CMGM	100%	N/A	N/A	N/A

The option exercise fee for EL866855 is due to be paid in June 2009.

Serrinha

CMGM holds EL866127, which partially surrounds a large historical working at Serrinha, about 10km northeast of the city of Cuiaba. The main pit at Serrinha was developed on a large, northeast-trending quartz stock work hosted by a sequence of silts, sandstones and grits. The pit is 800 metres long and 20 metres wide with an average depth of 10 metres. The total strike extent of minor diggings and quartz veins is approximately 1.7km. The area of gold anomalism extends into the northern and southern zones of the CMGM tenement. The Company will undertake further soil and rock chip sampling to define targets for a future RC drill program.

Status of Tenure

Licence	Type	Grant Date	Holder	Interest Earning or Held
866127	EL	2007	CMGM	100%

CMGM has also applied for an EL over the Serrinha workings.

Other Opportunities in Mato Grosso and Para

In addition to the projects described, CMG has identified a number of joint venture opportunities throughout Mato Grosso and Para which may enable equity interests in significant new discoveries and/or production assets. Venturex will continue to pursue these opportunities.

TIM SUGDEN Managing Director

The information in this announcement, as it relates to Exploration Results, is based on information compiled and/or reviewed by Mr Carl Swennson BSc (Hons) and Dr Tim Sugden PhD, BSc (Hons), both of whom are Members of the Australasian Institute of Mining and Metallurgy. Mr Swennson is a Director of CMG Gold Limited and Dr Sugden is Managing Director of Venturex Resource Limited. Mr Swennson and Dr Sugden have sufficient experience which is relevant to the style of mineralisation and 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 Swennson and Dr Sugden consent to the inclusion in the announcement of the matters based on their information in the form and context in which it appears.

For further information please contact:

Tim Sugden Managing Director +61 8 6424 9188

Liza Carpene Company Secretary +61 8 6424 9181

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APPENDIX A
CONDITIONS OF THE TAKEOVER OFFER
The Offer and any contracts resulting from acceptance of the Offer are subject to fulfilment of the following conditions:
1. (Selective Reduction of Capital) CMG completing the selective buy-back of its capital, including obtaining all required approvals so that its share
capital is 44,520,000 fully paid ordinary shares;
2. (CMG Shares minimum acceptance) during, or at the end of, the Offer Period:
(a) Venturex has acquired a relevant interest in at least 90% (by number) of CMG Shares; and
(b) Venturex becomes entitled to compulsorily acquire all remaining CMG Shares in accordance with Chapter 6A of the Corporations Act;
3. (Venturex Shareholder Approval in General Meeting) if required, approval by Venturex Shareholders in General Meeting to comply with Listing
Rule 11.1.2 (and any other approvals required by ASX, including if applicable the issue of the Performance Shares referred to in clause 1 of the
Implementation Agreement);
4. (No restraining orders) between the Announcement Date and the end of the Offer Period:
(a) there is not in effect any preliminary or final decision, order or decree issued by a Regulatory Authority; and
(b) no application is made to any Regulatory Authority (other than by any member of the Venturex Group), or action or investigation is
announced, threatened or commenced by a Regulatory Authority; and
(c) in consequence of, or in connection with, the Takeover Offer (other than a determination by ASIC or the Takeovers Panel in exercise of
the powers and discretions conferred by the Corporations Act), which:
(i) restrains or prohibits (or if granted could restrain or prohibit), or otherwise materially adversely impacts on, the making of the
Takeover Offer or the completion of any transaction contemplated by the Takeover Offer (whether subject to conditions or not) or
the rights of Venturex in respect of CMG and CMG Shares to be acquired under the Takeover Offer ; or
(ii) requires the divestiture by Venturex of any CMG Shares, or the divestiture of any assets of the CMG Group, the Venturex Group or
otherwise.
5. (No material adverse effect) (except in relation to completion obligations) that no specified event occurs that will, or is reasonably likely to,
have a material adverse effect on the assets and liabilities, financial position and performance, profits and losses or prospects of CMG and its
subsidiaries, including as a result of making the Takeover Offer or the acquisition of CMG Shares pursuant to the Takeover Offer. For these
purposes, a "specified event" is:
(a) an event or occurrence that occurs during the Offer Period;
(b) an event or occurrence that occurs before the Announcement Date but is only announced or publicly disclosed between the
Announcement Date and the end of the Offer Period;
(c) an event or occurrence that will or is likely to occur following the Offer Period and which has not been publicly announced prior to the
Announcement Date; or
(d) Venturex becoming aware that any document filed by or on behalf of CMG with any Regulatory Authority prior to the Announcement
Date contains a material inaccuracy or is misleading (whether by omission or otherwise) in a material respect;
6. (No material acquisitions, disposals or new commitments) except for any committed transaction by CMG before the Announcement Date,
none of the following events occurs during the period from the Announcement Date to the end of the Offer Period:
(a) CMG or any subsidiary of CMG acquires, offers to acquire or agrees to acquire one or more companies, businesses or assets (or any
interest in one or more companies, businesses or assets);
(b) CMG or any subsidiary of CMG disposes of, offers to dispose of or agrees to dispose of one or more companies, businesses or assets (or
any interest in one or more companies, businesses or assets);
(c) CMG or any subsidiary of CMG creates, offers to create or agrees to create an encumbrance over one or more companies, businesses or
assets (or any interest in one or more companies, businesses or assets);
(d) CMG or any subsidiary of CMG enters into, or offers to enter into or agrees to enter into, any agreement, joint venture, partnership,
management agreement or commitment which would require expenditure, or the foregoing of revenue, by CMG and/or its subsidiaries
of an amount which is, in aggregate, more than A$50,000, other than in the ordinary course of business;
(e) CMG declares or pays any dividends or other distribution of profits or capital to any CMG Shareholder;
(f) amends its constitution or the terms of issue of any shares, options or other convertible securities; or
(g) resolves or announces an intention to do any of the things referred to in paragraphs (a) to (e) above;
7. (No persons exercising rights under certain agreements or instruments) after the Announcement Date and before the end of the Offer Period,
no person exercises or purports to exercise, or states an intention to exercise, any rights under any provision of any agreement or other
instrument to which CMG or any subsidiary of CMG is a party, or by or to which CMG or any subsidiary of CMG or any of its assets may be bound
or be subject, which results, or could result, to an extent which is material in the context of CMG or CMG and its subsidiaries taken as a whole,
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Acquisition of Brazilian Gold Projects
3 April 2009
in:
(a) any monies borrowed by CMG or any subsidiary of CMG being or becoming repayable or being capable of being declared repayable
immediately or earlier than the repayment date stated in such agreement or other instrument;
(b) any such agreement or other instrument being terminated or modified or any action being taken or arising thereunder;
(c) the interest of CMG or any subsidiary of CMG in any firm, joint venture, trust, corporation or other entity (or any arrangements relating
to such interest) being terminated or modified; or
(d) the business of CMG or any subsidiary of CMG with any other person being adversely affected,
as a result of the acquisition of CMG Shares by Venturex;
8. (Prescribed occurrences during Offer Period) that during the Offer Period, none of the following events happen:
(a) CMG converts all or any of its shares into a larger or smaller number of shares other than to comply with Clause 1 of this Annexure A;
(b) CMG or a subsidiary resolves to reduce its share capital in any way other than to comply with Clause 1 of this Annexure A; and
(c) CMG or a subsidiary:
(i) issues shares, or grants an option over its shares, or agrees to make such an issue or grant such an option;
(ii) issues, or agrees to issue, convertible notes;
(iii) disposes, or agrees to dispose, of the whole, or a substantial part, of its business or property;
(iv) charges, or agrees to charge, the whole, or a substantial part, of its business or property;
(v) resolves to be wound up;
(vi) a liquidator or provisional liquidator of CMG or of a subsidiary is appointed;
(vii) a court makes an order for the winding up of CMG or of a subsidiary;
(viii) an administrator of CMG or of a subsidiary is appointed under sections 436A, 436B or 436C of the Corporations Act;
(ix) executes a deed of company arrangement; or
(x) a receiver or a receiver and manager is appointed in relation to the whole, or a substantial part, of the property of CMG or of
a subsidiary.
9. (Prescribed occurrences during Period from Announcement Date to Offer Period) that during the period commencing on the Announcement
Date and ending immediately before the commencement of the Offer Period, none of the events described in condition 8 above occur;
10. (ASX conditions) all conditions that ASX imposes (if any) as a pre-requisite to completion of the Takeover Offer are fulfilled;
11. (Stock and financial markets) that, between the Announcement Date and the end of the Offer Period the price of gold (as determined by the
London pm fix) does not fall below US$700 per ounce for a period of three (3) consecutive business days;
12. (Reilly to accept deferred payment of director’s fees) CMG to procure that Anthony Reilly agrees to accept a deferred payment of his accrued
Directors fees up to a maximum amount of $82,216 (inclusive of outstanding wages, superannuation and leave entitlements) as at 31 March
2009 and that no further directors fees shall be paid or accrued above his current all inclusive salary of $100,000 per annum after 31 March
2009, with such payment to be deferred until completion of the Takeover Offer and when Venturex has a net cash reserve of $5 million; and
13. (Agreement with Aspen Corporate to defer payment of unsecured loan) CMG to secure the agreement of Aspen Corporate to accept the
amount of $36,117 (inclusive of GST) as full and final repayment by CMG of the outstanding loan amount to Aspen Corporate, with such
repayment to be deferred until completion of the Takeover Offer and when Venturex has a net cash reserve of $5 million.
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APPENDIX B

SUMMARY OF TRANSACTION IMPLEMENTATION AGREEMENT

• The following is a summary only of the key terms of the Transaction Agreement between Venturex and CMG under which the parties agree to cooperate in relation to the necessary actions to facilitate the making of the Offer. 1. CMG Board Support 1.1 The Board of CMG will advise CMG Shareholders that the CMG Board unanimously recommends that CMG Shareholders accept the Takeover Offer;

• 1.2 All of the Directors of CMG will enter into pre-bid agreements representing not more than 19.9% of the issued shares in CMG to accept the Takeover Offer in respect of their holdings of CMG Shares.

• 1.3 The Board of CMG will unanimously recommend in the CMG target's statement that CMG Shareholders accept the Takeover Offer. 1.4 The Directors of CMG agree to conduct its business in the ordinary course until the end of the Offer Period (including not entering into any related party transactions or material transactions) and to consult in good faith with Venturex in relation to material matters regarding the conduct of the CMG business.

• 1.5 Mutual representations and warranties are given in relation to authorisation, capacity, no breach of continuous disclosure obligations, the accuracy of information exchanged between parties and the Conditions of the Takeover Offer contained in Annexure A.

• 1.6 CMG Directors, Anthony Reilly, Brian Featherby and Sergio Di Vincenzo (and or their related parties), agree to have their resultant shares in Venturex post the Takeover Offer to a maximum of 60,000,000 Shares placed in voluntary escrow for a period of 12 months.

• 1.7 The Parties agree that the Bidders Statement will include a statement that CMG Directors, Anthony Reilly and Glenn Featherby, will be made an offer to become Directors of Venturex subject to the successful acquisition of 90% of CMG shares, on mutually agreed terms.

• 1.8 Subject to CMG’s obligations to consult with Venturex regarding the conduct of the business, Venturex has agreed to make loan funds available to CMG on commercial terms: (a) for US$90,000 to meet an annual option maintenance fee in relation to the St Elina Project if called upon to make payment before the completion of the Takeover Offer; and

• (b) for working capital at Venturex’s discretion in accordance with the approved budget; The loan(s) will be repayable in full within 90 days of the date of the Takeover Offer lapsing and in the event that either loan is not repaid within the 90 day period, CMG agrees that it shall transfer to Venturex or a controlled subsidiary of Venturex all of its rights and entitlements to the Jatoba leases for no further consideration in full and final satisfaction of the loan(s).

• 1. Exclusivity CMG and Venturex agree that:

• (a) in the four (4) month period from the date of this Implementation Agreement, neither of them nor any of their associates, officers or advisors will approach or solicit inquiries from, or initiate discussions with, any person except: (i) in the case of CMG, Venturex, or any related body corporate of, or entity controlled by, Venturex; or (ii) in the case of Venturex, CMG, or any related body corporate of, or entity controlled by, CMG, in relation to a proposal for a takeover bid, scheme of arrangement, capital reconstruction, purchase of main undertaking or other similar reorganisation for or in relation to CMG or Venturex respectively;

• (b) CMG will not permit due diligence investigations on it or any of its subsidiaries, or make available to any other person any information relating to it or any of its subsidiaries or any competing transaction;

• (c) to advise the other if any third party requests a due diligence investigation in relation to it;

• (d) that neither it nor any of its representatives enters into any agreement requiring CMG to terminate the transaction;

• (e) each party must immediately cease any existing discussions or negotiations relating to any competing transaction or any transaction that may reduce the likelihood of the success the Takeover Offer; and

• (f) despite the restrictions in (a) to (e) above, CMG shall be entitled to respond to an unsolicited superior proposal or allow due diligence investigations to be conducted where failing to respond would constitute a breach of the Directors’ fiduciary or statutory obligations, having received written advice from external legal advisers to that effect and CMG gives Venturex prior written notice of the competing transaction.

• Bid Process

• 3.1 CMG and Venturex each agree to take all steps, execute all documents and otherwise do everything reasonably necessary or required, at their own expense, to give effect to or facilitate the performance of their respective obligations under this Implementation Agreement.

• 3.2 CMG agrees to assist with fulfilling any regulatory conditions to the Takeover Offer (including supporting any reasonable request made by Venturex to ASX for any consent under or waiver of any ASX Listing Rules).

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• 3.3 CMG agrees that the bidder's statement and target's statement relating to the Takeover Offer will be dispatched to CMG Shareholders together. CMG and Venturex agree to cooperate fully with each other, including sharing drafts of their respective statements, to enable the bidder’s statement and target’s statement to be presented to CMG Shareholders in a combined booklet. CMG agrees to use its best endeavours to ensure that its target’s statement is prepared as soon as possible after receipt of Venturex’s draft bidder’s statement in order to facilitate joint dispatch as soon as practicable after the announcement of the Takeover Offer .

• Termination Rights

• Either party may terminate this Implementation Agreement if:

• (a) a majority of CMG Directors withdraw their recommendation of the Takeover Offer for any reason or CMG enters into any agreement or arrangement to support, pursue or effect a competing transaction;

• (b) the other party remains in material breach of the Implementation Agreement for at least seven (7) business days after notice has been given by the party not in breach;

• (c) the proposed transaction is permanently restrained or prohibited by a court or government or Regulatory Agency;

• (d) Venturex discovers that any information considered to be of a material nature, such that it would influence or prevent Venturex’s decision to make the Offer, provided or disclosed to Venturex in the due diligence process, intentionally or by accident, was materially inaccurate; or

• (e) the Offer closes without becoming unconditional or Venturex withdraws the Offer for any reason.

• Reimbursement of Costs

• (a) CMG agrees to pay Venturex $75,000 for reimbursement of reasonable costs (including opportunity costs) if:

  • (i) subject to (b) below, a majority of CMG Directors withdraw their recommendation of the Offer for any reason; or

  • (ii) CMG enters into any agreement or arrangement to support, pursue or effect a competing transaction.

• (b) CMG agrees to pay Venturex $75,000 for reimbursement of reasonable costs (including opportunity costs) if a majority of CMG Directors withdraw their support or recommendation of the Offer due to a superior competing transaction which subsequently lapses.

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APPENDIX C

BIOGRAPHIES

PROPOSED DIRECTORS

Mr Anthony Reilly B.Econ, A.Fin

Anthony has over 17 years experience in financial markets, financial risk management and corporate finance. Working in investment banking, his clients have included a number of global corporations and fund managers based in Australia, the U.K and Europe. He has worked with the Commonwealth Bank in Australia and the UK, and was Senior Manager at Westpac in London from 1997-2007. He is a founding Director of CMG.

Glenn Robert Featherby, B.Com., A.C.A.

Glenn has over 25 years experience in corporate advisory work and has worked extensively in the resources sector. He worked with KPMG in Perth, Western Australia and London before establishing his own accounting practice in Perth in 1997. Glenn has previously held the positions of finance director for A.I.M. listed Regal Petroleum Plc and Non-Executive Director of Canadian and A.I.M. listed European Goldfields Limited, and Canadian listed Gabriel Resources Limited. Glenn is currently a Non-Executive Chairman of Forte Energy.

KEY STAFF IN BRAZIL

Jonas Ferreira da Silva, Director and Logistics Manager

A Brazilian National and a Director of CMG Mineracao Limitada (CMGM), Jonas is a highly respected businessman in Mato Grosso and holds senior positions in municipal government. Jonas brings to CMGM extensive country knowledge, strong business relationships with landowners and prospectors, contacts in the mining industry, and excellent negotiating and logistical skills. He was recently awarded the Comenda JK award by Federacao do Comrecio Federation of Commerce) for services to his community in Itauba.

Karl Weber , Exploration Manager

Karl holds a Bachelor of Science (Honours) from Curtin University and a Masters in Environmental and Business Management (Newcastle University). Karl has over 14 years experience in grassroots, near mine and in-mine gold exploration in Australia, Africa and Brazil. He has also contributed to resource evaluation and prefeasibility studies at various deposits including Frog’s Leg, White Foil and Shirl all in the Eastern Goldfields of Western Australia. Karl was senior geologist for MRA (Australian subsidiary of COGEMA) and Exploration Manager for Harmony Gold at the South Kal Operations. He is based in Cuiaba, Mato Grosso and speaks conversational Portuguese.

CURRENT VENTUREX BOARD & MANAGEMENT

Dr Allan Trench, Chairman - Appointed 12 November 2008

Dr Trench is a geologist/geophysicist and business management consultant with approximately 20 years experience within the Australian resources sector across a number of commodity groups. Dr Trench holds a Bachelor of Science (Honours) from the Royal School of Mines, a Doctorate in Geophysics, a Master of Business Administration (Distinction) from Oxford University and a Master of Science (Distinction) in Mineral Economics from the WA School of Mines. He commenced his career as an academic at Oxford University in England before moving to Australia on a Royal Society Fellowship. After a period at the University of Western Australia, he joined Western Mining Corporation serving in exploration and operations-based roles including as Exploration Manager for the Leinster-Mt Keith region. Dr Trench then managed a number of exploration companies before joining McKinsey & Company as a management consultant. In his role at McKinsey, Dr Trench was an advisor to a number of large international resources companies on strategic, organisation and operational issues. From 2004 to 2006, Dr Trench was employed as a corporate strategist and benchmarking manager at Woodside Energy, helping to build Woodside's capability in strategy, benchmarking and performance improvement across its global asset portfolio. Dr Trench also serves as a non executive director for three other resources companies and currently holds the title of Adjunct Professor of Mineral Economics & Mine Management at the WA School of Mines, Curtin University.

Dr Tim Sugden, Managing Director - Appointed 19 August 2008

Dr Sugden has over 20 years experience in mine geology, exploration, metallurgy, research and development, operations and company management in Australia and internationally. He was a mine geologist and senior research geologist in the nickel, gold and copper-uranium divisions of Western Mining Corporation; a senior mine and exploration geologist for Wiluna Mines and Great Central Mines, and General Manager of Wiluna Gold Operations for Normandy Mining and Newmont Australia. He was a founding Director of Agincourt Resources Limited and Nova Energy Limited, and operated in executive capacities in these companies prior to their takeovers for a combined value of over $650 million. He has also served as a non-executive of Toro Energy Ltd and Navigator Resources Ltd.

Mr Michael Mulroney, Non-Executive Director - Appointed 9 June 2008

Mr Mulroney has over 28 years experience in the natural resources and finance sectors. He spent 12 years as a geologist and mining company executive in a broad range of commodities throughout Australia and South East Asia. In 1991, Mr Mulroney joined investment bank NM Rothschild & Sons (Australia) Limited and over 11 years ultimately became responsible for Rothschild's activities in Western Australia. Mr Mulroney held senior roles in Resource Banking and Investment Banking with extensive experience in project finance and M&A in the global resources sector. From 2002 to 2006, he held executive and non-executive positions on two ASX-listed mining companies prior to joining Argonaut Limited. Mr Mulroney is currently Executive Director, Argonaut Capital Limited, Head of Funds Management with Argonaut Limited, and Investment Director of AFM Perseus Fund Limited.

Ms Liza Carpene, Company Secretary - Appointed 26 August 2008

Ms Carpene has worked in the mining industry for more than 12 years and has significant experience in corporate administration, human resources, IT and Community Relations. She was part of the initial Executive Management Team of Agincourt Resources Limited as the General Manager - Administration, Human Resources and IT for Australian and Indonesian operations, prior to its takeover by Oxiana Limited in April 2007. Prior to Agincourt, Ms Carpene held various site based management roles with Great Central Mines, Normandy Mining and Newmont Australia.

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