DEVELOP GLOBAL LIMITED — Merger & Acquisition 2009

May 14, 2009

ASX ANNOUNCEMENT ASX Code: VXR

15 May 2009

Company Announcements Office ASX Limited Level 8 Exchange Plaza 2 The Esplanade PERTH WA 6000

Dear Sir

TAKEOVER BID FOR CMG GOLD LIMITED - RECEIPT OF TARGET'S STATEMENT

Venturex Resources Limited (Venturex) encloses a copy of the Target's Statement received from CMG Gold Limited (CMG) today in response to Venturex's Bidder's Statement in relation to the takeover bid for all of the shares in CMG.

Yours faithfully

ALLAN TRENCH Non Executive Chairman

Encls

Registered & Principal Office ABN 28 122 180 205

Level 1, 35 Richardson Street, West Perth WA 6005 Tel: +61 8 6424 9188 www.venturexresources.com PO Box 863, West Perth WA 6872 Fax: +61 8 9463 7836 E: admin@venturexresources.com

CMG GOLD LIMITED ABN 87 120 124 727

TARGET'S STATEMENT

In response to the takeover bid by

Venturex Resources Limited (ABN 28 122 180 205)

TO ACQUIRE ALL OF THE ORDINARY SHARES OF CMG GOLD LIMITED

The Directors of CMG Gold Limited recommend, in the absence of a superior offer, that you

ACCEPT

the offer by

Venturex Resources Limited

This is an important document. If you are in any doubt as to how to deal with it, please consult your financial or other professional adviser immediately.

Legal Adviser of CMG Gold Limited Fairweather&Lemonis

TARGET'S STATEMENT

BY CMG GOLD Limited

This document is the Target's Statement dated 15^th May 2009 given by CMG Gold Limited under Part 6.5 Division 3 of the Corporations Act in response to the Bidder's Statement. A copy of this Target's Statement has been lodged with ASIC. Neither ASIC nor any of its officers take any responsibility for the contents of this Target's Statement.

The Directors recommend that you read this Target's Statement in full and seek independent advice if you have any queries in respect of the Venturex Offer. This Target's Statement does not take into account the individual investment objectives, financial situation and particular needs of each CMG Shareholder and it does not contain personal advice. CMG encourages you to seek independent financial and taxation advice before making a decision as to whether or not to accept the Venturex Offer for your CMG Shares.

Defined Terms

A number of terms are used in this Target's Statement. These terms are defined in Section 1.

Risk Factors

Shareholders should note that there are a number of risks associated with the Venturex Offer. Please refer to section 3(f) (Risk Factors) for further information on these and other risks.

Taxation Consequences

In making a decision whether to accept the Venturex Offer, Shareholders should have regard to the fact that disposal of your Shares may have taxation consequences.

The tax considerations in respect of accepting the Venturex Offer will vary depending on the individual circumstances of Shareholders. The Directors encourage you to seek legal and financial advice in respect of any potential tax consequences of accepting the Venturex Share Offer.

Please refer to Section 7.4 of this Target's Statement and section 11 of the Bidder's Statement.

DEFINITIONS AND INTERPRETATION $1.$

$1.1$ Definitions

In this Target's Statement:

"Announcement Date" means 3rd April 2009.

"ASIC" means the Australian and Securities Investment Commission.

"ASX" means ASX Limited (ABN 98 008 624 691) or where the context requires the Australian Securities Exchange.

"Board" means the board of Directors of the Company.

"Bidder's Statement" means the bidder's statement of Venturex dated 15^th May 2009.

"Company" or "CMG" means CMG Gold Limited (ABN 87 120 124 727).

"Corporations Act" means the Corporations Act 2001 (Cth).

"Directors" mean the directors of the Company.

"Offer Period" means the period during which the Offer remains open for acceptance in accordance with the Bidder's Statement.

"Share" and "CMG Share" means a fully paid ordinary share in the capital of the Company.

"Shareholder" means a registered holder of Shares in the Company.

"Venturex" means Venturex Resources Limited (ABN 28 122 180 205).

"Venturex Securities" means securities in Venturex.

"Venturex Share" means a fully paid ordinary share in the capital of Venturex.

"Venturex Offer" means the offer dated 15^th May 2009 by Venturex Resources Limited under the Bidders Statement to acquire all of the Shares.

"\$" or "A\$"means Australian dollars.

"US\$" means United States dollars.

$1.2$ Interpretation

In this statement, headings and boldings are for convenience only and do not affect the interpretation of this statement and, unless the context otherwise requires;

• words and phrases have the same meaning (if any) given to them in the Corporations $(a)$ Act:
• words importing the singular include the plural and vice versa; $(b)$
• words importing a gender include any gender; $(c)$
• an expression importing a natural person includes any company, partnership, joint $(d)$ venture, association, corporation or other body corporate and any government agency; and
• a reference to a clause, section, party, annexure, exhibit or schedule is a reference to a $(e)$ clause of, section of, and a party, annexure, exhibit and schedule to, the Target's Statement and a reference to this Target's Statement includes any annexure, exhibit and schedule.

RECOMMENDATION OF YOUR DIRECTORS $2.$

$2.1$ Recommendation

The Directors of CMG are:

Director	Position
Anthony Reilly	Managing Director
Glenn Featherby	Non-Executive Chairman
Sergio Di Vincenzo	Non-Executive Director
Brian Featherby	Non-Executive Director
Carl Swensson	Technical Director

Your Directors unanimously recommend, in the absence of a superior offer, that you accept the Venturex Offer.

All Directors have entered into pre-bid agreements with Venturex, representing in total 19.89% of the issued capital of CMG, to accept the Venturex Offer in respect of their holdings of CMG Shares.

Section 8.1 of this Target's Statement sets out the interests of Directors in CMG Shares and the number of each Directors Shares subject to the pre-bid agreements.

$2.2$ Reasons for the Recommendation

The Directors believe that CMG Shareholders should, in the absence of a superior offer, accept the Venturex Share Offer, for the reasons set out below:

Potential for Improved Liquidity $(a)$

Venturex Shares are listed and traded on the ASX. If you accept the Venturex Offer, you will receive Venturex Shares which will likely enable you to trade your shares more readily.

The highest, lowest and latest share price of Venturex shares in the 3 month period until the lodgement of the Bidders Statement is set out in section 13.3.1 of the Bidders Statement.

$(b)$ Improved Fundraising Opportunities

If the Venturex Offer is successful, as part of an ASX listed entity there will be greater fundraising opportunities and broader access to global equity markets to raise funds to support the development of CMG's projects.

Diversity of Assets and Risk / Improved Opportunities $(c)$

If the Venturex Offer is successful, Shareholders (as shareholders of Venturex) will have access to additional exploration assets in Australia and diversity of risk. Shareholders will have exposure to the Liberty-Indee Project, the Kooline Silver-Lead Project and the Tarrawarra Project. If the projects prove to be feasible, Shareholders will have exposure to a broader suite of commodities being precious and base metals in addition to CMG's current focus on gold projects in Brazil.

Management and Project Synergies $(d)$

After successful completion of the Venturex Offer it is intended that two CMG Directors, Anthony Reilly and Glenn Featherby will join the Venturex Board currently consisting of Allan Trench, Tim Sugden and Mr Michael Mulroney.

Venturex will be able to add management and project synergies to CMG's projects in Brazil. The appointment of the two CMG Directors will provide continuity of CMG management, business relationships and historical knowledge.

The combination of the Venturex board and management with the skills and experience of two CMG Directors (Anthony Reilly and Glenn Featherby), will improve the technical skill set, experience and profile of Venturex if the Venturex Offer is successful.

OTHER INFORMATION TO CONSIDER $3.$

Although your Directors recommend you accept the Venturex Offer, there is other information relevant to Shareholders in deciding whether to accept the Venturex Offer which the Directors have taken into consideration in forming their unanimous recommendation.

This information is set out below:

$(a)$ Pre-bid Agreements

All Directors have entered into pre-bid agreements with Venturex, representing 19.89% of the issued capital of CMG, accepting the Venturex Offer in respect of their holdings of Shares. These agreements could act to deter any other offer for Shares.

Exclusivity $(b)$

Your Directors signed an Implementation Agreement with Venturex on 3rd April 2009. In the four month period from the date of the Implementation Agreement, neither CMG nor Venturex nor any of their associates, officers or advisors will approach or solicit inquiries from, or initiate discussions with, any person except:

• in the case of CMG, Venturex, or any related body corporate of, or entity $(i)$ controlled by, Venturex; or
• in the case of Venturex, CMG, or any related body corporate of, or entity $(ii)$ controlled by, CMG,

in relation to a proposal for a takeover bid, scheme of arrangement, capital reconstruction, purchase of main undertaking or other similar re organisation for or in relation to CMG or Venturex respectively;

Venturex's Offer is Conditional $(c)$

The Venturex Offer is subject to a number of defeating conditions. These conditions are outlined in section 5 below and section 12.8 of the Bidders Statement. If these conditions are not satisfied or waived by the applicable date Venturex's Offer will not be unconditional and therefore, will not proceed.

Potential for a Superior Offer $(d)$

Venturex's Offer is open until 26^th June 2009. Although the Directors consider a competing offer for your Shares unlikely, your Directors cannot presently confirm or rule out that a competing offer may be made which is higher than the Venturex Offer.

The Directors will consider, evaluate and advise Shareholders of any competing offer presented to them.

Risks associated with becoming a Venturex Shareholder/Merged Entity $(e)$

There are also risks associated with becoming a Venturex Shareholder. These risks are referred to in section 4 of this Target Statement and section 10 of the Bidder's Statement.

$(f)$ Limited Withdrawal Rights

If you accept the Venturex Share Offer, you only have limited rights to withdraw your acceptance.

• You may only withdraw your acceptance if the conditions of Venturex's Share $(i)$ Offer are not satisfied or waived by the times specified in the Bidder's Statement; and
• Venturex varies the Venturex Share Offer in a way that postpones the Offer $(ii)$ Period for more than one month (see section 12.10 of the Bidder's Statement); and
• you are entitled to be given a notice of the variation under section 650D(1) of the $(iii)$ Corporations Act.

Otherwise, you will unable to withdraw your acceptance even if the value of Venturex shares varies significantly from the date of your acceptance of the Venturex Share Offer.

RISKS $\overline{4}$ .

Risks associated with becoming a Venturex shareholder $4.1$

There are certain risks involved in holding Venturex shares. Those risks are outlined in section 10 of the Bidder's Statement.

Risks associated with the merged entity $4.2$

There are also certain risks that relate to the merger of Venturex and CMG should the Venturex Offer succeed. Venturex has summarised these risks in section 10.4 of the Bidder's Statement which summary includes risks relating to exploration and development risk, country and currency risks, commodity price risk and exchange rate risk, merger integration, growth and synergy risks, title risks, environmental risks, financing risks, reliance on key personnel risks and growth risks.

The Directors strongly encourage Shareholders to consider section 10 of the Bidder's Statement before deciding their course of action in relation to the Venturex Offer.

Risks associated with being a CMG Shareholder $4.3$

A number of the risks associated with being a CMG Shareholder are dealt with in section 10.4 of the Bidder's Statement and, so far as they concern CMG, are exploration and development

risks, country risks, title risks, environmental risks, commodity price and exchange rate risks, financing risks and reliance on key personnel risks. Additionally, as a CMG Shareholder (holding shares in an unlisted public company) a significant risk is there is no liquid market to trade CMG Shares and further there is a risk of difficulty in securing future funding.

$\sim$

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CONDITIONS OF THE VENTUREX OFFER 5.

Shareholders should note that the Venturex Share Offer is conditional upon satisfaction of a number of conditions. The complete terms of each condition are set out in section 12.8 of the Bidders Statement.

These conditions involve:

• (Selective Reduction of Capital) CMG completing a selective buy-back of its capital, $(a)$ including obtaining all required approvals so that its share capital is 44,520,000 fully paid ordinary shares. This condition has been satisfied;
• (CMG Shares minimum acceptance) during, or at the end of, the Offer Period: $(b)$
• Venturex has acquired a relevant interest in at least 90% (by number) of CMG $(i)$ Shares; and
• Venturex becomes entitled to compulsorily acquire all remaining CMG Shares in $(ii)$ accordance with Chapter 6A of the Corporations Act;
• (Venturex Shareholder Approval in General Meeting) approval by Venturex $(c)$ Shareholders in General Meeting to comply with Listing Rule 11.1.2 and any other approvals required by the ASX;
• (No restraining orders) as set out in the Bidder's Statement; $(d)$
• (No material adverse effects) as set out in the Bidder's Statement; $(e)$
• (No material acquisitions, disposals or new commitments) as set out in the Bidder's $(f)$ Statement:
• (No persons exercising rights under certain agreements or instruments) as set out $(g)$ in the Bidder's Statement:
• (Prescribed occurrences during the Offer Period) as set out in the Bidder's $(h)$ Statement:
• (Prescribed occurrences during period from Announcement Date to Offer Period) $(i)$ as set out in the Bidder's Statement;
• (ASX conditions) all conditions that ASX imposes (if any) as a pre-requisite to $(i)$ completion of the Venturex Offer are fulfilled;

• (Stock and financial markets) that, between the Announcement Date and the end of $(k)$ the Offer Period the price of gold (as determined by the London pm fix) does not fall below US\$700 for a period of three consecutive days;

• (Reilly to accept deferred payment of director's fees) CMG to procure that Anthony $(1)$ 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^st March 2009 and that no further Director's fees shall be paid or accrued above his current all inclusive salary of \$100,000 per annum after 31^st March 2009, with such payment to be deferred until completion of the Venturex Offer and when Venturex has a net cash reserve of \$5 million; and

• (Agreement with Aspen Corporate to defer payment of unsecured loan) CMG to $(m)$ 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 Venturex Offer and when Venturex has a net cash reserve of \$5 million.

As at the date of this Target's Statement, the Directors are not aware of any circumstances which would cause a breach, or lead to a non performance, of any of these conditions.

WHAT ARE MY CHOICES? 6.

The Directors recommend that you accept the Venturex Offer, in the absence of a superior offer.

Before making any decision in respect of your Shares in response to the Venturex Offer you are encouraged to consider your personal financial circumstances and seek financial or other professional advice.

Choices you have as a Shareholder $6.1$

As a Shareholder you have the following choices in respect of your Shares:

• ACCEPT the Venturex Share Offer in respect of all your Shares; or $(i)$
• REJECT the Venturex Offer by taking no action and remain a Shareholder $(ii)$ (subject to Venturex's ability to compulsorily acquire your Shares (see section 7.6 of this Target's Statement)).

Acceptance and Withdrawal $6.2$

If you choose to accept the Venturex Share Offer, you must accept for 100% of your Shares and do so during the Offer Period. Unless the relevant Venturex Share Offer is withdrawn or extended, the Offer Period commences on the date of the Offer (22^nd May 2009) and ends at 5.00 pm (WST) on 26^th June 2009. After you accept the Venturex Offer, you only have limited rights to withdraw your acceptance (see section 3(f) of this Target's Statement).

OTHER ISSUES ARISING FROM THE VENTUREX OFFER $7₁$

Implementation Agreement $7.1$

On or about 3rd April 2009 Venturex and CMG entered into the Implementation Agreement pursuant to which Venturex agreed to make an offer to CMG Shareholders to acquire 100% of the CMG Shares on issue. The key terms of the Implementation Agreement were as follows:

• Venturex agreed to make the Venturex Offer; $(a)$
• Subject to there being no superior offer or any legal requirement preventing them from $(b)$ making a recommendation, the CMG Directors agreed to recommend to CMG Shareholders that they accept the Venturex Offer;
• CMG Directors agreed to enter into the pre-bid agreements relating to CMG Shares $(c)$ totaling approximately 19.9% of the total CMG Shares that may accept the Venturex Offer; and
• Venturex agreed to provide loans (the loans are referred to in section 7.3 below). $(d)$

$7.2$ Receipt of Consideration

The consideration being offered by Venturex is 4.25 Venturex Shares for every 1 Share. You may only accept the Venturex Offer in respect of 100% (and not a lesser proportion of your Shares).

$7.3$ Loan by Venturex

Pursuant to the terms of this Implementation Agreement, Venturex has made available to CMG the following loan funds:

• US\$90,000 to be used for the payment of the annual option fee relating to CMG's option $(a)$ over the St Elina Project; and
• a working capital loan on an is required basis to be made available upon a cash call $(b)$ from CMG to meet its working capital costs,

(Loans).

Interest is payable on the funds provided by Venturex under the Loans at the rate of 5% per annum.

Should the Venturex Offer not be completed successfully, the Loans are repayable within 90 days of the date that Venturex announces that the Venturex Offer has closed.

In the event that the Venturex Offer is not completed successfully and the Loans are not repaid within the period required, CMG is required to transfer to Venturex (at no cost to Venturex) its interest in the Jatoba Project.

74 Tax Considerations

The income tax implications for CMG Shareholders accepting the Venturex Offer will depend on a number of factors, including:

whether Shareholders holds their Shares on capital or revenue account for taxation $(a)$ purposes:

• the nature of the Shareholder (ie whether it is an individual, company, trust or $(b)$ complying superannuation fund); and
• the tax residency status of the Shareholder (ie Australian tax resident or not). $(c)$

As these consequences differ widely according to each Shareholder's individual circumstances, you are encouraged to seek independent tax advice before making any decision in relation to the Venturex Offer. Venturex has included a general outline on the tax implications of accepting the Venturex Offer in section 11 of the Bidder's Statement but the Directors recommend you discuss the Venturex Offer with your own tax adviser.

$7.5$ Brokerage and stamp duty

You will not be subject to any brokerage on the transfer of your Shares.

Compulsory Acquisition 7.6

If, at the end of the Offer Period, Venturex has (together with its associates):

• a relevant interest in at least 90% (by number) of CMG Shares; and $\bullet$
• acquired at least 75% (by number) of CMG Shares for which it has made an offer,

then Venturex will be entitled to compulsorily acquire any outstanding CMG Shares for which it did not receive acceptances, on the same terms as the Venturex Offer.

Venturex has stated in section 7.3 of the Bidder's Statement that it intends to compulsorily acquire outstanding CMG Shares if it is entitled to do so.

ADDITIONAL INFORMATION 8.

Interests of Directors $8.1$

Interests in CMG Shares $(a)$

The number of CMG Shares held by each CMG Director (either held directly or through an entity they control) and the number of Shares subject to pre-bid agreements with Venturex are as follows:

Director	Total Shares	Shares subject to a pre-bid agreement
Anthony Reilly Glenn Featherby Sergio Di Vincenzo Brian Featherby Carl Swensson	5,580,000 2,100,000 5,000,000 5,200,000 1,000,000	1,919,826 2,100,000 1,919,826 1,919,826 1,000,000
Total	18,880,000	8,859,478

No Director is entitled to any securities of CMG other than those referred to above.

Dealings in CMG Shares $(b)$

The following table sets out a summary of acquisitions of CMG Shares by Directors and their associates in the 4 month period ending the day immediately before the date of this Target's Statement. There were no disposals:

Date	Acquirer	Number of Shares	Price per Share
$6th$ April 2009	Cheynes Beach Finance Pty Ltd (Anthony Reilly)	80,000	$12.5$ cents

Interests in Venturex securities $(c)$

No Director holds or is entitled to any securities of Venturex.

Dealings in Venturex Securities $(d)$

There have been no acquisitions or disposals of Venturex securities by the Directors in the 4 month period ending on the day immediately before the date of this Target Statement.

Agreements and benefits conditional on or connected with the Venturex $(e)$

No Director is a party to any agreement or arrangement with any other person in connection with or conditional on the outcome of the Venturex Offer and no Director is entitled to receive any benefit from Venturex which is conditional or connected with the Venturex Offer (other than in their capacity as a CMG Shareholder).

As outlined in section 7.3 of the Bidders Statement two existing Directors, Anthony Reilly and Glenn Featherby, will be invited to join the board of Venturex on mutally agreeable conditions in line with terms and conditions of the existing directors of Venturex subject to the successful acquisition of 90% of the Shares. Anthony Reilly will be invited to be an executive director and Glenn Featherby as a non-executive director.

$(f)$ Retirement and other Benefits

No person has received or will receive any benefit (other than a benefit which can be given without shareholder approval under the Corporations Act) in connection with the retirement of a person from a board or managerial office in CMG or any subsidiary.

Potential Impact on Venturex Offer on CMG's Material Contracts $8.2$

CMG has not identified any material contracts to which it or a subsidiary is a party that contains change of control provisions that may be triggered as a result of the Venturex Offer or acceptances of the Venturex Offer.

8.3 Material changes in CMG's financial position

None of the CMG Directors know of any material change to CMG's financial position since 30 June 2008 being the date of its last balance sheet laid before CMG in general meeting or sent to CMG shareholders in accordance with section 315 of the Corporations Act except set out in this Target's Statement and as follows:

• since 1 July 2008 a total of 6,280,000 new ordinary shares have been issued at a price $(a)$ of 12.5 cents each to raise \$785,000; and
• on the 10^th March 2009 CMG paid US\$75,000 (less costs) as the first of two equal $(b)$ instalments for the outright purchase of EL866505 (the Jatoba project). The exploration licence for the Jatoba project has now been transferred to CMG Mineracao Limitada and the final instalment of the purchase price is due by 18 February 2010.

Consent to Inclusion of Statements 8.4

Fairweather & Lemonis has given, and has not before the lodgement of this Target's Statement with ASIC withdrawn, its consent to being named in this Target's Statement as legal adviser to CMG.

Material Litigation 8.5

As at the date of this Target's Statement, CMG is not aware of any current or proposed litigation or dispute that is material.

Other Material Information 8.6

This Target's Statement is required to include all the information that Shareholders and their professional advisers would reasonably require to make an informed assessment whether to accept the Venturex Offer, but:

• only to the extent to which it is reasonable for investors and their professional advisers to expect to find this information in this Target's Statement; and
• only if the information is known to any Director.

The Directors are of the opinion that the information that Shareholders and their professional advisers would reasonably require to make an informed assessment of whether to accept the Venturex Offer is:

• The information contained in the Venturex announcement to the ASX on 3rd April 2009. $(a)$
• The information contained in the Bidders Statement. $(b)$
• The information contained in CMG's 2008 Annual Report sent to Shareholders for the $(c)$ period ending 30 June 2008.
• The information contained in this Target's Statement, to the extent it is reasonable for $(d)$ investors and their advisors to expect to find the information in this statement.

The Directors do not take any responsibility for the contents of the Bidder's Statement and are not to be taken as endorsing, in any way, any or all of the statements contained in it.

9

AUTHORISATION

All Directors voted in favour of the Director's resolution authorising this Target's Statement. Signed for an on behalf of CMG Gold Limited.

May Zood. DATED

ANTHONY REILLY Managing Director

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BRIAN FEATHERBY Director