DEVELOP GLOBAL LIMITED - Proxy Solicitation & Information Statement 2010

VENTUREX RESOURCES LIMITED ABN 28 122 180 205

NOTICE OF GENERAL MEETING

TIME : 10.00 am (WST) DATE : Wednesday, 16 June 2010 PLACE : Suite 3, Level 1 127 Cambridge Street West Leederville WA 6007

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Important: The Independent Expert has concluded that the granting of the Security to Regent Pacific is FAIR AND REASONABLE to non-associated Shareholders. Please refer to the Independent Expert’s Report attached to this Notice of Meeting as Annexure A. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary, Ms Liza Carpene on +61 8 6389 7400.

CONTENTS PAGE

Notice of General Meeting (setting out the proposed Resolutions)	3
Explanatory Statement (explaining the proposed Resolutions)	5
Glossary	11
Schedule – Independent Expert’s Report	13
Proxy Form	Attached

TIME AND PLACE OF GENERAL MEETING AND HOW TO VOTE

VENUE

The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.00 am (WST) on Wednesday, 16 June 2010 at:

Suite 3, Level 1, 127 Cambridge Street, West Leederville, Western Australia

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

(a) post to Venturex Resources Limited, Suite 3, Level 1, 127 Cambridge Street, WEST LEEDERVILLE, WA, 6007; or
(b) facsimile to the Company on facsimile number +61 8 9463 7836,

so that it is received not later than 10.00 am (WST) on Monday, 14 June 2010.

Proxy Forms received later than this time will be invalid.

NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of Shareholders will be held at 10.00 am (WST) on Wednesday 16 June 2010 at Suite 3, Level 1, 127 Cambridge Street, West Leederville, Western Australia.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company at 7:00 pm (EST) on Monday, 14 June 2010.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

1. RESOLUTION 1 – RATIFICATION OF TRANCHE 1 SHARE PLACEMENT – REGENT PACIFIC

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 80,297,503 Shares to Regent Pacific on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Regent Pacific and any of its associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

2. RESOLUTION 2 – TRANCHE 2 SHARE PLACEMENT – REGENT PACIFIC

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to 53,614,347 Shares to Regent Pacific on the terms and conditions set out in the Explanatory Statement.

3. RESOLUTION 3 – ISSUE OF CONVERTIBLE NOTE – REGENT PACIFIC

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

““That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue a convertible note to Regent Pacific with a face value of $15 million, on the terms and conditions

set out in the Explanatory Statement.

4. RESOLUTION 4 – APPROVAL TO GRANT SECURITY TO REGENT PACIFIC

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, subject to the passing of Resolution 3, for the purposes of ASX Listing Rule 10.1 and for all other purposes, approval is given for the Company to grant the Security in favour of Regent Pacific on the terms and conditions set out in the Explanatory Statement.” .

Independent Expert’s Report: The Independent Expert has concluded that the granting of the Security is fair and reasonable to non-associated Shareholders. Please refer to the Explanatory Statement and the Independent Expert’s Report included at Annexure A to this Notice of Meeting.

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Regent Pacific and any of its associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

DATED: 13 MAY 2010

BY ORDER OF THE BOARD

DR TIM SUGDEN MANAGING DIRECTOR

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting to be held at 10.00 am (WST) on Wednesday, 16 June 2010 at Suite 3, Level 1, 127 Cambridge Street, West Leederville, Western Australia.

This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. BACKGROUND

1.1 Share Placement – Regent Pacific

On 23 March 2010, the Company and Regent Pacific executed a Subscription Agreement for the issue of 133,911,850 Shares to Regent Pacific at $0.09 per Share to raise approximately $12 million before costs ( Placement ).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

As a result of ASX Listing Rule 7.1, the Placement will be completed in two tranches as follows:

(a) 80,297,503 Shares at $0.09 per Share to raise $7.226 million ( Tranche 1 Shares ) ( Tranche 1 Share Placement );
(b) 53,614,347 Shares at $0.09 cents per Share to raise $4.825 million ( Tranche 2 Shares ) ( Tranche 2 Share Placement ).

The Company has called 2 general meetings. The First Meeting was held on 15 April 2010 and the Second Meeting (being the General Meeting the subject of this Notice) will be held on Wednesday, 16 June 2010. At the time of dispatch of the First Meeting notice, the Subscription Agreement had not been negotiated. Accordingly, it is necessary for the Company to hold a further general meeting to obtain the approvals necessary to comply with the terms of the Subscription Agreement.

As the First Meeting resolutions were passed on 15 April 2010 (refer to the Notice of Meeting lodged on ASX on 15 March 2010 for details of those resolutions), the Company had capacity to issue the Tranche 1 Shares and issued them on 16 April 2010 to comply with the terms of the Subscription Agreement. Accordingly, Regent Pacific currently holds 13.03% of the expanded Share capital of the Company. Upon completion of the issue of the Tranche 2 Shares, Regent Pacific will hold approximately 19.9% of the expanded Share capital of the Company and the Company will have cash reserves of approximately $9 million after using the funds raised from the Placement to repay the Macquarie Bank Limited and Argonaut Equity Partners Pty Ltd Secured Convertible Loan Facilities (as announced to ASX on

10 February 2010). The Company intends to apply the $9m to pursue an aggressive work program at Whim Creek, as well as maintain gold exploration activities in Brazil. Accordingly, the Board recommends Shareholders vote in favour of the Resolutions at both the First and Second Meetings.

1.2 Issue of Convertible Note

On 23 March 2010, the Company and Regent Pacific executed an indicative and non-legally binding term sheet for the issue to Regent Pacific by the Company of a convertible secured note in the capital of the Company with a face value of A$15 million ( Note ), convertible into Shares in authorised holdings of $500,000 at a conversion price per Share determined by reference to whether or not all necessary Shareholder approvals are granted for the Note to be converted in the manner proposed by the Company and Regent Pacific ( Convertible Note Term Sheet ).

The funds raised from the issue of the Note will be used by the Company to support its regional VMS consolidation and development strategy by funding future acquisitions.

Resolution 3 seeks Shareholder approval pursuant to ASX Listing Rule 7.1 for the issue of the Note. Subsequent approvals required in relation to the issue of the Note (including for the acquisition by Regent Pacific of a voting power in the company in excess of 20% upon conversion of the Note ( 611 Approval )) will be sought within 90 days after the completion by the Company of the acquisition of a new project.

2. RESOLUTION 1 – RATIFICATION OF TRANCHE 1 SHARE PLACEMENT – REGENT PACIFIC

2.1 General

On 16 April 2010, the Company issued the Tranche 1 Shares to Regent Pacific ( Tranche 1 Subscription Date ).

Regent Pacific is not a related party of the Company.

Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Tranche 1 Shares ( Tranche 1 Share Ratification ).

A summary of ASX Listing Rules 7.1 and 7.4 is set out in Section 1 of this Explanatory Statement.

2.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Tranche 1 Share Ratification:

(a) 80,297,503 Shares were allotted and issued;
(b) the issue price was $0.09 per Share;
(c) the Tranche 1 Shares are all fully paid ordinary shares in the capital of the Company, issued on the same terms and conditions as the Company’s existing Shares;
(d) the Tranche 1 Shares were allotted and issued to Regent Pacific; and
(e) the funds raised from the issue will be used for the purposes stated in Section 1 of this Explanatory Statement.

3. RESOLUTION 2 – TRANCHE 2 SHARE PLACEMENT – REGENT PACIFIC

3.1 General

The Company proposes to issue the Tranche 2 Shares to Regent Pacific pursuant to the Subscription Agreement on the first Business Day after the Second Meeting.

Resolution 2 seeks Shareholder approval pursuant to ASX Listing Rule 7.1 for the issue of the Tranche 2 Shares ( Tranche 2 Share Placement ).

A summary of ASX Listing Rule 7.1 is set out in Section 1 of this Explanatory Statement.

The effect of Resolution 2 will be to allow the Directors to issue the Tranche 2 Shares pursuant to the Placement during the period of 3 months after the Second Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

3.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Tranche 2 Share Placement:

(a) the maximum number of Tranche 2 Shares to be issued is 53,614,347;
(b) the Tranche 2 Shares will be issued no later than 3 months after the date of the Second Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;
(c) the issue price will be $0.09 per Share;
(d) the Tranche 2 Shares will be allotted and issued to Regent Pacific;
(e) the Tranche 2 Shares issued will be fully paid ordinary shares in the capital of the Company, issued on the same terms and conditions as the Company’s existing Shares; and
(f) the Company intends to use the funds raised from the issue of the Tranche 2 Shares for the purposes stated in Section 1 of this Explanatory Statement.

4. RESOLUTION 3 – ISSUE OF CONVERTIBLE NOTE – REGENT PACIFIC

4.1 General

As discussed in Section 1 of this Explanatory Statement, the Company has agreed to issue Regent Pacific a convertible secured note in the capital of the Company with a face value of A$15 million ( Note ).

Resolution 3 seeks Shareholder approval pursuant to ASX Listing Rule 7.1 for the issue of the Note.

A summary of ASX Listing Rule 7.1 is set out in Section 1 of this Explanatory Statement.

The effect of Resolution 3 will be to allow the Directors to issue the Note pursuant to the Convertible Note Term Sheet during the period of 3 months after the Second Meeting (or a longer period, if allowed by ASX), without using the Company’s 15%

annual placement capacity.

4.2 Technical information required by ASX Listing Rule 7.1

The Note carries a coupon of 1% per annum, however, if within 90 days after the Company completing the acquisition of a new project ( Approval Date ), Shareholders do not approve the acquisition by Regent Pacific of a voting power in the Company in excess of 20% (upon conversion of the Note) ( 611 Approval ), then the coupon will increase to 5% per annum, effective on and from the drawdown date.

The conversion price is set at $0.12 per Share, however if Shareholders do not grant the 611 Approval by the Approval Date, the conversion price will reduce to $0.09 per Share. If the conversion price is $0.12 per Share, the Company must pay Regent Pacific a sum equal to the amount that, when added to the face value of the Note (being $15 million), will provide Regent Pacific with the same number of Shares upon conversion that Regent Pacific would have received had the conversion price been $0.113 ( Conversion Payment ). If the Note is redeemed for cash or the conversion price is $0.09, the conversion payment is extinguished for no further consideration.

The Note will be redeemed for 115% of the outstanding face value and all coupon/interest accrued to the redemption date:

(a) mandatorily in the following circumstances:
(i) if not converted or redeemed at the end of the 3-year term; or
(ii) on the occurrence of an event of default; or
(b) on and from 90 days after receipt of the 611 Approval:
(i) with Regent Pacific’s consent; or
(ii) on the occurrence of either of the following:
- (A) the Company entering into a scheme of arrangement or receiving a takeover bid, in each case in respect of at least 50.1% of its issued and to be issued voting share capital, which goes unconditional in all respects; or
- (B) if the Company’s Shares trade over a period of 30 consecutive ASX trading days at $0.18 or higher and the aggregate sale price of all Shares traded is not less than $3 million,

by giving Regent Pacific 20 Business Days’ written notice (during which notice period Regent Pacific is entitled to convert the whole of the Note outstanding.

ASX Listing Rule 7.3 requires that the following information be provided to Shareholders for the purpose of obtaining shareholder approval pursuant to ASX Listing Rule 7.1:

(c) the Note is convertible at a conversion price of $0.12 per Share if the 611 Approval is granted, or $0.09 per Share if the 611 Approval is not granted. If the conversion price is $0.12 per Share, the Conversion Payment will become payable. The maximum number of Shares that may be issued

upon conversion of the Note will therefore be either:

(i) 136,787,611 (including Shares issued pursuant to the Conversion Payment), if the 611 Approval is granted (based on a conversion price of $0.12 per Share and a coupon of 1% being capitalised); or
(ii) 193,578,705 if the 611 Approval is not granted (based on a conversion price of $0.09 per Share and a coupon of 5% being capitalised);
(d) the Note will be issued no later than 3 months after the date of the Second Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);
(e) the Note will be issued to Regent Pacific to raise $15 million before costs;
(f) any Shares allotted and issued on conversion of the Note will rank equally with the existing Shares on issue; and
(g) proceeds from the issue will be used to assist the Company to pursue regional consolidation opportunities.

5. RESOLUTION 4 – APPROVAL TO GRANT SECURITY TO REGENT PACIFIC

5.1 Background

Subject to the passing of Resolution 3, Resolution 4 seeks Shareholder approval for the granting of a fixed and floating charge over:

(a) Straits (Whim Creek) Pty Ltd ( SWC ) and Jutt Resources Pty Ltd ( JR ) (being two of the Company’s wholly owned subsidiaries);
(b) SWC’s and JR’s subsidiaries; and
(c) any new project acquired by the Company,

( Security ) to Regent Pacific to secure the funds that Regent Pacific has agreed to provide the Company under the Note (refer to Section 3 of this Explanatory Statement). It is a condition of the issue of the Note that the Company obtain Shareholder approval to permit the grant of the Security to Regent Pacific.

Resolution 4 is subject to the passing of Resolution 3.

As outlined in Section 3 above, the funds provided by Regent Pacific under the Convertible Note are intended to be used to pursue regional consolidation opportunities.

5.2 Listing Rule 10.1

Listing Rule 10 deals with transactions between an entity (or any of its subsidiaries) and persons in a position to influence the entity.

Listing Rule 10.1 provides that an entity (or any of its subsidiaries) must not acquire a “substantial asset” from, or dispose of a substantial asset to, any of the following persons without the approval of the entity’s security holders:

(a) a related party;

(b) a subsidiary;
(c) a “substantial holder”, if the person and the person’s associates have a relevant interest, or had a relevant interest at any time in the 6 months before the transaction, in at least 10% of the total votes attached to the voting securities;
(d) an associate of a person referred to in (a) to (c) above; or
(e) a person whose relationship to the entity is such that, in ASX’s opinion, the transaction should be approved by security holders.

As a result of the Tranche 1 Share Placement, Regent Pacific is now a “substantial holder” for the purposes of Listing Rule 10.1 because it holds a relevant interest in more than 10% (namely 13.03%) of the Company’s issued Shares.

Under Listing Rule 10.2, an asset is “substantial” if its value, or the value of the consideration for it is, or in ASX’s opinion is, 5% or more of the equity interests of the company as set out in the latest accounts given to ASX under the Listing Rules. Although the Company has not entered into any agreement to dispose of any of its assets under the Convertible Note, ASX considers, for the purpose of the ASX Listing Rules, that the grant of security over the Company’s assets amounts to a ‘disposal’ of its assets. Therefore, approval under Listing Rule 10.1 is required before the Company can grant security to a substantial holder.

5.3 Independent Expert’s Report

The Independent Expert has been asked to prepare a report on whether the granting of the Security to Regent Pacific is fair and reasonable. The Independent Expert has concluded that the granting of the Security is FAIR AND REASONABLE to non-associated Shareholders.

Shareholders are urged to consider the Independent Expert’s Report in detail and if in doubt seek advice from their professional advisers prior to voting.

6. ENQUIRIES

Shareholders are required to contact the Company Secretary, Ms Liza Carpene on +61 8 6389 7400 if they have any queries in respect of the matters set out in these documents.

GLOSSARY

$ means Australian dollars.

611 Approval has the meaning given to that term in Section 1.2 of the Explanatory Statement.

ASX means ASX Limited (ABN 98 008 624 691) or the financial market operated by it, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day has the meaning given to in the ASX Listing Rules.

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

Constitution means the Company’s constitution.

Conversion Payment meaning given to that term in Section 4.2 of the Explanatory Statement.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

EST means Eastern Standard Time as observed in Sydney, New South Wales, Australia.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

First Meeting means the general meeting of Shareholders held on 15 April 2010 as convened by notice of meeting dated 15 March 2010.

General Meeting means the meeting convened by the Notice of Meeting.

Independent Expert means BDO Corporate Finance (WA) Pty Ltd (ABN 27 124 031 045).

Independent Expert’s Report means the report of the Independent Expert set out in the Schedule to this Notice of Meeting.

Note means the convertible note described in Section 1.2 of the Explanatory Statement.

Notice of Meeting or Notice of General Meeting means this notice of general meeting including the Explanatory Statement.

Regent Pacific means Regent Pacific Group Limited, a company incorporated in the Cayman Islands.

Resolution means the resolution set out in the Notice of Meeting.

Second Meeting means the General Meeting the subject of this Notice of Meeting, to be held on Wednesday, 16 June 2010.

Security has the meaning given to that term in Section 5.1 of the Explanatory Statement.

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

Shareholder means a holder of a Share.

Subscription Agreement means the subscription agreement dated 23 March 2010 between the Company and Regent Pacific for the issue of 133,911,850 Shares to Regent Pacific at $0.09 per share.

Tranche 1 Share Placement has the meaning given to that term in Section 1.1 of the Explanatory Statement.

Tranche 1 Shares means 80,297,503 Shares.

Tranche 1 Subscription Date has the meaning given to that term in Section 2.1 of the Explanatory Statement.

Tranche 2 Shares means 53,614,347 Shares.

WST means Western Standard Time as observed in Perth, Western Australia.

SCHEDULE – INDEPENDENT EXPERT’S REPORT

VENTUREX RESOURCES LIMITED

Independent Expert‟s Report

11 May 2010

Tel: +61 8 6382 4600 Fax: +61 8 6382 4601 www.bdo.com.au

38 Station Street Subiaco, WA 6008 PO Box 700 West Perth WA 6872 Australia

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Financial Services Guide

11 May 2010

BDO Corporate Finance (WA) Pty Ltd ABN 27 124 031 045 (“ BDO ” or “ we ” or “ us ” or “ ours ” as appropriate) has been engaged by Venturex Resources Limited (“ Venturex ”) to provide an independent expert‟s report on the proposal to grant a fixed and floating charge to Regent Pacific Group Limited (“ Regent Pacific ”) to secure the funds that Regent Pacific has agreed to provide the Company through the issue of a convertible note with a face value of $15 million. You will be provided with a copy of our report as a retail client because you are a shareholder of Venturex.

Financial Services Guide

In the above circumstances we are required to issue to you, as a retail client, a Financial Services Guide (“ FSG ”). This FSG is designed to help retail clients make a decision as to their use of the general financial product advice and to ensure that we comply with our obligations as financial services licensees.

This FSG includes information about:

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Who we are and how we can be contacted;
The services we are authorised to provide under our Australian Financial Services Licence, Licence No. 316158;
Remuneration that we and/or our staff and any associates receive in connection with the general financial product advice;
Any relevant associations or relationships we have; and
Our internal and external complaints handling procedures and how you may access them.

Information about us

BDO Corporate Finance (WA) Pty Ltd is a member firm of the BDO network in Australia, a national association of separate entities (each of which has appointed BDO (Australia) Limited ACN 050 110 275 to represent it in BDO International). The financial product advice in our report is provided by BDO Corporate Finance (WA) Pty Ltd and not by BDO or its related entities. BDO and its related entities provide services primarily in the areas of audit, tax, consulting and financial advisory services.

We do not have any formal associations or relationships with any entities that are issuers of financial products. However, you should note that we and BDO (and its related entities) might from time to time provide professional services to financial product issuers in the ordinary course of business.

Financial services we are licensed to provide

We hold an Australian Financial Services Licence that authorises us to provide general financial product advice for securities to retail and wholesale clients.

When we provide the authorised financial services we are engaged to provide expert reports in connection with the financial product of another person. Our reports indicate who has engaged us and the nature of the report we have been engaged to provide. When we provide the authorised services we are not acting for you.

General Financial Product Advice

We only provide general financial product advice, not personal financial product advice. Our report does not take into account your personal objectives, financial situation or needs. You should consider the appropriateness of this general advice having regard to your own objectives, financial situation and needs before you act on the advice

BDO CORPORATE FINANCE (WA) PTY LTD

Financial Services Guide

Page 2

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Fees, Commissions and Other Benefits that we may receive

We charge fees for providing reports, including this report. These fees are negotiated and agreed with the person who engages us to provide the report. Fees are agreed on an hourly basis or as a fixed amount depending on the terms of the agreement. The fee for this engagement is approximately $15,000.

Except for the fees referred to above, neither BDO, nor any of its directors, employees or related entities, receive any pecuniary benefit or other benefit, directly or indirectly, for or in connection with the provision of the report.

Remuneration or other benefits received by our employees

All our employees receive a salary. Our employees are eligible for bonuses based on overall productivity but not directly in connection with any engagement for the provision of a report. We have received a fee from Venturex for our professional services in providing this report. That fee is not linked in any way with our opinion as expressed in this report.

Prior to being acquired by Venturex in June 2009, BDO Audit and Assurance (WA) Pty Ltd was the appointed Auditor of CMG Gold Limited, a subsidiary of Venturex. BDO Audit and Assurance (WA) Pty Ltd‟s appointment as auditor ceased upon CMG Gold Limited being acquired by Venturex. We do not consider that this impacts on our independence in accordance with the requirements of Regulatory Guide 112 „Independence of Experts‟. We have completed a conflict search of BDO affiliated organisations within Australia. This conflict search incorporates all Partners, Directors and Managers of BDO affiliated organisations. We are not aware of any circumstances that, in our view, would constitute a conflict of interest or would impair our ability to provide objective assistance in this matter.

Referrals

We do not pay commissions or provide any other benefits to any person for referring customers to us in connection with the reports that we are licensed to provide.

Complaints resolution

Internal complaints resolution process

As the holder of an Australian Financial Services Licence, we are required to have a system for handling complaints from persons to whom we provide financial product advice. All complaints must be in writing addressed to The Complaints Officer, BDO Corporate Finance (WA) Pty Ltd, PO Box 700 Subiaco WA 6872.

When we receive a written complaint we will record the complaint, acknowledge receipt of the complaint within 15 days and investigate the issues raised. As soon as practical, and not more than 45 days after receiving the written complaint, we will advise the complainant in writing of our determination.

Referral to External Dispute Resolution Scheme

A complainant not satisfied with the outcome of the above process, or our determination, has the right to refer the matter to the Financial Ombudsman Service (“ FOS ”). FOS is an independent organisation that has been established to provide free advice and assistance to consumers to help in resolving complaints relating to the financial service industry. FOS will be able to advise you as to whether or not they can be of assistance in this matter. Our FOS Membership Number is 12561. Further details about FOS are available at the FOS website www.fos.org.au or by contacting them directly via the details set out below.

Financial Ombudsman Service GPO Box 3 Melbourne VIC 3001 Toll free: 1300 78 08 08 Facsimile: (03) 9613 6399 Email: [email protected]

Contact details

You may contact us using the details set out at the top of our letterhead on page 1 of this FSG.

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Independent Expert's Report	Independent Expert's Report	1
1.	Introduction	1
2.	Summary and Opinion	1
3.	Scope of the Report	3
4.	Outline of the Grant of Security	5
5.	Profile of Venturex Resource Limited	8
6.	Profile of the Regent Pacific Group Limited	12
7.	Is the Grant of Security Fair and Reasonable?	12
8.	Advantages and Disadvantages of the Grant of Security Being Approved	12
9.	Other Considerations	15
10.	Conclusion	15
11.	Sources of Information	15
12.	Independence	16
13.	Qualifications	16
14.	Disclaimers and Consents	17

Appendix 1 – Glossary

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11 May 2010

The Directors Venturex Resources Limited Suite 3, Level 1 127 Cambridge Street West Leederville WA 6007

Dear Sirs

INDEPENDENT EXPERT'S REPORT

1. Introduction

On 23 March 2010, Venturex Resources Limited (“ Venturex ” or “ the Company ”) and Regent Pacific Group Limited (“ Regent Pacific ”) executed a non-binding term sheet (“ the Agreement ”) for the issue of a convertible note with a face value of $15 million (“ the Note ”) to Regent Pacific. The Note is convertible into Venturex shares and is secured by a fixed and floating charge over the equity and assets of two of the Company‟s project companies, Straits (Whim Creek) Pty Ltd and Jutt Resources Pty Ltd as well as any other assets acquired by Venturex in the future (“ Grant of Security ”). This report is prepared specifically to assess the granting of a fixed and floating charge to Regent Pacific as security for the Note.

The directors of Venturex have requested that BDO Corporate Finance (WA) Pty Ltd (“ BDO ”) prepare an independent expert‟s report (“ our Report ”) to express an opinion as to whether or not the Grant of Security to Regent Pacific is fair and reasonable to the non associated shareholders of Venturex (“ Shareholders ”).

Our Report is prepared pursuant to ASX listing rule 10.1 and is to be included in the Notice of Meeting for Venturex to be sent to all shareholders in order to assist the Shareholders in their decision whether to approve the Grant of Security.

2. Summary and Opinion

2.1. Opinion

We have considered the terms of the Agreement as outlined in the body of this report and have concluded that the Grant of Security is fair and reasonable to Shareholders. This was determined as in our opinion the advantages of the Grant of Security outweighing the disadvantages of the Grant of Security.

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2.2. Fairness and Reasonableness

We have considered the analysis in Section 8 of this report, in terms of both:

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advantages and disadvantages of approving the Grant of Security;
alternatives, including the position of Shareholders if the Grant of Security is not approved; and
the appointment of a Regent Pacific representative to the board of Venturex.

In our opinion, the position of Shareholders if the Grant of Security is approved is more advantageous than the position if the Grant of Security is not approved. Accordingly, in the absence of any other relevant information and/or a superior proposal we believe that the Grant of Security is fair and reasonable for Shareholders.

The respective advantages and disadvantages considered are summarised below:

ADVANTAGES AND DISADVANTAGES	ADVANTAGES AND DISADVANTAGES
Section	Advantages Section	Disadvantages
8.1.1	There will be no change to the Company‟s current operating arrangements 8.2.1	Regent Pacific will have a charge over certain Venturex‟s assets

8.1.2	The fixed and floating charge will be subordinated in the event that the Company can secure project finance 8.2.2	Shareholder interests will be diluted and Regent Pacific will have significant influence over the Company‟s operations
8.1.3	Financial certainty for future acquisition opportunities 8.2.3	The Grant of Security means that Venturex will have limited ability to secure further financing from non-related third parties

8.1.4	The Note offers the Company competitive funding terms 8.2.4	Potential loss of operating assets by way of receivers being appointed and any potential subsequent administration
8.1.5	Venturex is likely to benefit from the support of a well capitalised, knowledgeable commercial investor

Other key matters we have considered include:

Section	Description
9.1	We are unaware of any alternative proposal that might offer the Shareholders of Venturex a
	premium over the value ascribed to that resulting from the issue of the Note.

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3. Scope of the Report

3.1 Purpose of the Report

ASX Listing Rule 10.1 requires that a listed entity must obtain shareholders‟ approval before it acquires or disposes of an asset, if the asset‟s value or the consideration to be paid on the acquisition or disposal constitutes more than 5% of the equity interest of that entity at the date of the last accounts given to ASX under the ASX Listing Rules.

Listing Rule 10.1 applies where the other party to the transaction is a related party of the listed entity.

The ASX Listing Rules definition of disposal includes using an asset as collateral. The Grant of Security is a transaction which constitutes the potential disposal of more than 5% of the equity interest of the Company.

Listing Rule 10.10.2 requires the Notice of Meeting for shareholders‟ approval to be accompanied by a report by an independent expert expressing their opinion as to whether the transaction is fair and reasonable to the shareholders whose votes are not to be disregarded in respect of the transaction (“nonassociated shareholders”).

Accordingly, an independent experts‟ report is required for the Grant of Security. The report should provide an opinion by the expert stating whether or not the terms and conditions in relation thereto are fair and reasonable to non-associated shareholders of Venturex.

3.2 Regulatory guidance

Regulatory Guides issued by the Australian Securities and Investments Commission (“ASIC”) do not apply to independent expert reports prepared to meet the requirements of the ASX Listing Rules. However, they do provide relevant and useful guidance. In determining whether the Grant of Security is fair and reasonable, we have had regard to the views expressed by the ASIC in Regulatory Guide 111: Content of Expert Reports (“RG 111”). This Regulatory Guide suggests that an opinion as to whether transactions are fair and reasonable should focus on the purpose and outcome of the Grant of Security, that is, the substance of the transaction rather than the legal mechanism to effect the Grant of Security.

RG 111.9 states that in a takeover scenario „fair‟ and „reasonable‟ are two distinct criteria, that is „fair and reasonable‟ is not regarded as a compound phrase. However, in considering what constitutes fair and reasonable for the purpose of ASX Listing Rule 10, we have had regard to the underlying rationale of the requirement of ASX Listing Rule 10 which is to ensure that, as far as practicable, non-associated shareholders are not disadvantaged as a result of a substantial transaction by the company with persons that are in a position of influence with the company.

We consider that the most appropriate basis on which to evaluate whether the Grant of Security is fair and reasonable, is to consider the overall effect of the resolution on the non-associated shareholders of Venturex and to form a judgement as to whether the expected benefits to the non-associated shareholders outweigh any disadvantages that may result.

The Grant of Security will therefore be fair and reasonable, having regard to the interests of the nonassociated shareholders if, on balance, those shareholders are likely to be better off if the Grant of Security proceeds than if the Grant of Security does not proceed.

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3.3 Adopted basis of evaluation

In forming our opinion as to whether the Grant of Security is fair and reasonable we have treated the concepts of fairness and reasonableness as a single opinion, that is, the Grant of Security is, or is not, fair and reasonable. The Grant of Security cannot be either fair but not reasonable or not fair but reasonable.

In arriving at our opinion, we have assessed the terms of the Grant of Security as outlined in the body of this report. We have considered:

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Advantages and disadvantages of approving the Grant of Security;
Alternatives, including the position of Shareholders should the Grant of Security not be approved;
The likelihood of a superior alternative offer being available to Venturex;
Other factors which we consider to be relevant to the Shareholder in their assessment of the Grant of Security; and
We note that the Grant of Security itself will not have an effect on the value of a Venturex share.

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4. Outline of the Grant of Security

On 23 March 2010 Venturex entered into a funding agreement with Regent Pacific. The funding agreement comprises of two components (collectively “ the Regent Pacific Transactions ”), being:

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A placement of 133,911,850 shares at $0.09 to Regent Pacific to raise $12,052,067 (“ the Placement ”), to be issued in two tranches. The first tranche was issued to Regent Pacific on 16 April 2010 subject to Shareholder ratification at the next general meeting (“ the Tranche One Shares ”). The placement of the second tranche is subject to Shareholder approval (“ the Tranche Two Shares ”). The proceeds of the Placement will be used for two purposes. Firstly, the Company will repay a secured convertible loan facility with Macquarie Bank Limited and Argonaut Equity Partners Pty Ltd (“ the Current Facility ”). The remaining $9.6 million will be used to develop the Whim Creek Project and continue gold exploration activities in Brazil; and
A non-binding agreement for Regent Pacific to provide the first $15 million for any acquisition made by the Company through the issuance of the Note. The Note will be issued to Venturex upon the Company reaching a legally binding agreement with a third party to acquire an interest in a project. The granting of the Note is a condition precedent of the Grant of Security. We note that the Agreement is indicative, not legally binding and could be subject to change.

Details of the Note are provided in the table below:

Variable	Desription
Issuer	Venturex Resources Limited
Holder	Regent Pacific Group Limited
Face Value	A$15 million
Issue Date	The Note will be issued to Venturex upon the Company reaching a legally binding agreement
	with a third party to acquire an interest in a project.
Maturity Date	The maturity date will be 3 years from the issue date.
Interest Payable	The nominal interest rate payable by the Company will be 1% per annum if Venturex gains
	Shareholder approval under Section 611 of the Corporations Act (“the Act”) to grant Regent
	Pacific a voting interest in the Company in excess of 20%.
	Under the Act, Regent Pacific is prohibited from acquiring more than 20% of the issued capital in
	the Company, unless a full takeover offer is made to all Venturex shareholders. Therefore, even
	if Shareholders do approve the Grant of Security at this general meeting, at some point in the
	future Shareholder approval will also be required to convert the Note into shares by a resolution
	passed at a general meeting of shareholders (“611 Approval”).
	In the event that Shareholders do not grant 611 Approval within 90 days of acquiring a new
	project the Company will pay a nominal interest rate of 5% per annum, compounded daily.
Conversion Rate	Should the Note be converted into Venturex shares the conversion price of the shares is
	dependant on 611 Approval.

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	If 611 Approval is granted the conversion price will be $0.12 per share. In this situation
	the Company will also pay Regent Pacific a conversion payment (“the Conversion
	Payment”). Effectively, the Conversion Payment means that the conversion price will
	revert to $0.113.
	If 611 Approval is not granted the conversion price will be $0.09 per share. The
	Conversion Payment will be extinguished under this scenario.
Conversion of the	Regent Pacific can convert the Note in whole or in part into shares at anytime in minimum
Note by Regent	parcels of A$500,000. Under the Agreement, Regent Pacific also has the right to enforce
Pacific	mandatory redemption of the Note under the following circumstances:
	If the Note is not redeemed or converted at the end of the 3 year term; or
	On the occurrence of an event default, including but not limited to, failure of the
	Company to apply for quotation of the shares issued on conversion of the Note within
	10 business days, failure to gain 611 Approval or revocation by any governmental
	authority of any mining tenements or concessions relating to the Company‟s mining
	interests.
Redemption	The redemption amount payable by Venturex to Regent Pacific will be equal to 115% of the
Amount	outstanding face value, interest and other amounts payable under the Note, which are accrued
	to the date of redemption.
Redemption of	If Shareholders grant 611 Approval, Venturex may redeem the Note in full prior to the end of the
the Note by	3 year term with the consent of Regent Pacific. Early redemption of the outstanding Note is also
Venturex	permissible in the following circumstances (assuming Shareholders grant 611 Approval):
	a. If the Company is the recipient of a takeover bid or enters into a scheme of
	arrangement whereby the offer is unconditional for at least 50.1% of Venturex‟s issued
	and to be issued voting share capital; or
	b. Venturex shares trade above $0.18 for at least 30 consecutive days and the total
	amount traded over this period is no less than $3 million (collectively “the Redemption
	Events”).
	Venturex must give Regent Pacific 20 business days written notice of its intention to redeem the
	Note in the occurrence of a Redemption Event. Regent Pacific will then have the opportunity to
	convert the whole of the Note so outstanding at any time prior to the date which is 3 business
	days before the expiry of the 20 business days. Conversion is also subject to anti-dilution
	adjustments.
The Grant	Venturex will grant Regent Pacific a fixed and floating charge over the equity and assets of two
Security	of the Company‟s project companies, Straits (Whim Creek) Pty Ltd and Jutt Resources Pty Ltd as
	well as any other assets acquired by Venturex in the future. The charge is to provide security for
	the principal, interest and other amounts payable under the Note. The Note will also be granted
	a negative pledge. This means that Venturex can not grant further security over its assets to
	other lenders.
	To the extent necessary, the fixed and floating charge will be subordinated in the event that the

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	Company is able to obtain project finance for its operations or is required to make compensation
	payments to traditional landowners.
	Venturex and its subsidiaries are also subject to certain covenants under the term sheet. These
	include the Company not incurring any debts greater than $100,000 in the ordinary course of
	business without Regent Pacific‟s written consent during the term of the Note. Similarly, the
	Company can not issue more than 5% of the Company‟s issued capital under any employee
	incentive scheme.
Fees and costs	Venturex must pay all legal expenses incurred in connection with issuing the Note. Venturex will
	also have to pay Regent Pacific a placement fee of 1% ($150,000) of the aggregate face value on
	the date of issue.
Director	The term sheet stipulates that a Regent Pacific representative may be appointed to the board of
Appointment	Venturex for as long as Regent Pacific holds at least 10% of Venturex‟s issued share capital.

The table below provides a summary of Venturex‟s capital structure assuming that the Regent Pacific Transactions are approved by shareholders. As the Tranche One Shares were issued on 16 April 2010 subject to ratification from Shareholders, these shares have been included in our analysis of Venturex prior to the Regent Pacific Transactions.

	Pre Regent Pacific Transaction Post Regent Pacific Transaction

	No. of Shares % No. of Shares %
Current Shareholders (excluding Regent Pacific)	535,982,350 87% 535,982,350 62%

*Regent Pacific*
Shares issued pursuant to the Placement	80,297,503 13% 133,911,850 16%
Shares issued pursuant to the Note	- - 193,578,705 22%
*Total Venturex shares held by Regent Pacific*	*80,297,503* *13%* *327,490,555* *38%*

*Total shares on issue*	*616,279,853* *100%* *863,472,905* *100%*

The above table is prepared on an undiluted basis, meaning that we have assumed that none of the unlisted Venturex options will be exercised.

We have also shown the maximum number of shares that could be issued to Regent Pacific, which will occur only if the Note is converted at maturity and Shareholders have not granted 611 Approval. That is, the note has accrued capitalised interest at 5% and is converted at $0.09 at maturity. If 611 Approval is not granted, Regent Pacifc will convert the Note according to an exemption under the Act where Regent Pacific can acquire 3% of the voting interest in the Company every 6 months (“ the Creep Clause ”). Alternatively, Regent Pacific could sell the Note to a third party who is not subject to 611 Approval.

As is shown in the table, Shareholders‟ interests will be diluted from 87% of the issued capital in the Company to approximately 62% after the Regent Pacific Transactions. Regent Pacific will hold

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approximately 38% of the issued capital in the Company after the Regent Pacific Transactions on an undiluted basis. Venturex currently has approximately 77.2 million options on issue. If these options were exercised then this would reduce Regent Pacific‟s interest in Venturex to approximately 35%.

5. Profile of Venturex Resource Limited

5.1. History

The Company listed in the ASX in April 2007 under the name Jutt Holdings Limited. The Company‟s initial focus was on tenements prospective for silver, gold and base metals in the Carnarvon Basin and Pilbara regions of Western Australia. In January 2009, the Company underwent a capital restructure and changed its name to Venturex Resources Limited. Significant volatility in the capital markets and low commodity prices in the later half of 2008 forced the Company to adopt a new strategy. This included withdrawal from projects not managed by the Company and minimising capital expenditure.

In July 2009 Venturex completed the acquisition of 100% of the issued capital in CMG Gold Limited (“ CMG Gold ”) for scrip consideration of approximately $8.3 million. CMG Gold is focused on gold exploration in Mato Grosso and Para, Brazil. In February 2010 the Company completed the acquisition of the Whim Creek Project, Salt Creek Project and Balla Balla Project from Straits Resources Limited for $8 million in scrip. The transaction also included contingent consideration of $3 million in scrip, payable upon Venturex deciding to mine the projects. The Whim Creek Project is now the Company‟s most advanced Project and, together with the Brazilian gold tenements, the main focus of its operations.

In February 2010 the Company raised $4 million through a secured convertible loan facility with Macquarie Bank Limited and Argonaut Equity Partners Pty Ltd. The Company is using this capital to conduct a 5,000 metre drilling program which commenced in March 2010.

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5.2. Historical Balance Sheet

	Reviewed As at Audited As at Audited As at
Venturex Resources Limited
	31-Dec-09 30-Jun-09 30-Jun-08
*Current Assets*
Cash and cash equivalents	526,701 507,828 892,658
Trade and other receivables	889 341,610 112,270
Other current assets	38,135 103,695 82,133
Total current assets	565,725 953,133 1,087,061

*Non-Current Assets*
Plant and equipment	76,112 16,572 25,550
Intangible Assets	676 - -
Exploration and evaluation costs	11,470,363 2,495,378 1,898,640
Total Non-Current Assets	11,547,151 2,511,950 1,924,190

Total Assets	12,112,876 3,465,083 3,011,251

*Current Liabilities*
Trade and other payables	69,390 189,737 269,966
Provisions	24,098 12,739 28,961
Total Current Liabilities	93,488 202,476 298,927

*Non-Current Liabilities*
Provisions - non current	82,216 - 1,299
Borrowings	36,117 - -
Total Non-Current Liabilities	118,333 - 1,299

Total Liabilities	211,821 202,476 300,226

Net Assets	11,901,055 3,262,607 2,711,025

*Equity*
Issued capital	18,892,189 8,504,532 6,653,204
Reserves	925,601 681,043 784,396
Accumulated losses	(7,916,735) (5,922,968) (4,726,575)
Total Equity	11,901,055 3,262,607 2,711,025

Source: Venturex Resources Limited 2009 annual report to shareholders and reviewed financial statements for the six months to 31 December 2009.

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The Company‟s net asset position increased from $2,711,025 at 30 June 2008 to $11,901,055 at 31 December 2009. This is predominantly due to the acquisition of CMG Gold. This included a fair value adjustment of $6 million by Venturex due to the Company assigning significant potential and strategic value of CMG Gold‟s tenements.

The Company‟s issued capital also increased significantly over this period. This is due to the Company issuing scrip consideration for the CMG Gold acquisition. The Company‟s cash balance has been supported by the issue of securities. At 31 March 2009 the Company had cash reserves of $3.55 million which includes the proceeds of the Current Facility.

5.3. Historical Income Statements

	Reviewed Six months ended Audited Year ended Audited Year ended
Venturex Resources Limited
	31-Dec-09 30-Jun-09 30-Jun-08
Revenue	- - -
Cost of Goods Sold	- - -
Total Revenue	- - -

Other Income	21,096 38,550 110,924

*Expenses*
Administrative expense	(139,654) (271,907) (362,660)
Corporate expense	(63,984) (100,641) (227,161)
Directors and consultants fee	(482,460) (346,580) (825,977)
Exploration and evaluation expense	(616,651) (168,884) (496,311)
Impairment of area of interest	(464,614) (346,931) (2,237,229)
Other expenses	(247,500) - -
Total Expenses	(2,014,863) (1,234,943) (4,149,338)

Loss before income tax expense	(1,993,767) (1,196,393) (4,038,414)

Income tax expense	- - -

Loss after income tax expense	(1,993,767) (1,196,393) (4,038,414)

Source: Venturex Resources Limited 2009 annual report to shareholders and reviewed financial statements for the six months to 31 December 2009.

Venturex does not have any producing assets and therefore did not generate any operating revenue for the period in the above table. Other revenue consists of consideration received from the granting of an option over tenements as well as interest received. Expenses incurred by the Company decreased in FY2009 due to cost cutting measures following the Company‟s restructure.

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5.4. Capital Structure

The share structure of Venturex as at 27 April 2010 is outlined below:

	Number
Total Ordinary Shares on Issue	616,279,853
Top 20 Shareholders	421,760,124
Top 20 Shareholders - % of shares on issue	68.44%

Source: Advanced Share Registry Services

The range of shares held in Venturex as at 27 April 2010 is as follows:

Range of Shares Held	No. of Ordinary Shareholders	No. of Ordinary Shares	%Issued Capital
1-1,000	10	1,309	0.00%
1,001-5,000	28	111,037	0.02%
5,001-10,000	66	579,210	0.09%
10,001-100,000	402	18,392,056	2.98%
100,001 – and over	319	597,196,241	96.90%
TOTAL	825	616,279,853	100%

Source: Advanced Share Registry Services

The ordinary shares held by the most significant shareholders as at 27 April 2010 are detailed below:


	No of Ordinary Shares Held Percentage of Issued Shares (%)
Name
Straits Mineral Investments Pty Ltd	106,700,000 17.31%
Nefco Nominees Pty Ltd	80,297,503 13.03%
Argonaut (including AEP and AFM Perseus)	36,545,765 5.93%
Kumbhalgarh Pty Ltd	31,020,000 5.03%
Total Top 4	254,563,268 41.31%
Others	361,716,585 58.69%
Total Ordinary Shares on Issue	616,279,853 100.00%

Source: Advanced Share Registry Services

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6. Profile of the Regent Pacific Group Limited

Regent Pacific was incorporated in the Cayman Islands in 1991 and listed on the Hong Kong Stock Exchange in 1997. Regent Pacific‟s initial focus was on the provision of financial services. The Company has since repositioned itself as an investment holding company with a focus on mining assets in the Asian Pacific region. Regent Pacific has a market capitalisation of about US$127.86 million as at 31 March 2010.

Regent Pacific‟s principal assets are located in China and Mongolia and include several operating mines with recoverable coal, copper, zinc, lead, gold and silver. Through its subsidiary Regent Markets Group, Regent Pacific also has shareholdings in a number of mining companies operating in the Asian Pacific region. These include the following:

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Approximately 7.88 million shares in ASX listed company Bannerman Resources Limited. This investment represents approximately 4% of the capital in the company;
Approximately 13.58 million shares in ASX listed company BC Iron Limited. This represents approximately 16% of the capital in the company;
Approximately 102.04 million shares in LSE listed company Polo Resources Limited. This represents approximately 6% of the capital in the company; and
Approximately 3.94 million shares in TSX Venture listed company Brazilian Gold Corporation. This represents approximately 4% of the capital in the company.

7. Is the Grant of Security Fair and Reasonable?

In forming our opinion regarding the fairness and reasonableness of the Grant of Security we have considered the following:

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Advantages and disadvantages of approving the Grant of Security;
Alternatives, including the position of Shareholders should the Grant of Security not be approved;
The likelihood of a superior alternative offer being available to Venturex;
Other factors which we consider to be relevant to the Shareholder in their assessment of the Grant of Security; and
We note that the Grant of Security itself will not have an effect on the value of a Venturex share.

8. Advantages and Disadvantages of the Grant of Security Being Approved

In consideration of the fairness and reasonableness of the Grant of Security, we have considered the terms of the Agreement. The key terms of the Agreement are provided in Section 4 of this report. In accordance with our evaluation, we have investigated significant factors to which Venturex shareholders might give consideration prior to approving the Grant of Security. The matters we have considered are outlined below.

We have assessed that in all cases the advantages and disadvantages of the Grant of Security not being approved are the inverse of the Grant of Security being approved. Thus for simplicity of evaluation of the Grant of Security we have set out the significant factors only in the context of the Grant of Security being approved.

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8.1. Advantages of the Grant of Security being Approved

8.1.1. No change to current operating arrangements

If the Grant of Security is approved, Venturex‟s operations will not be affected. The Company currently has a fixed and floating charge granted over the Whim Creek Project as security for the Current Facility. The Company will use the Placement to repay the Current Facility and then grant a fixed and floating charge to Regent Pacific as security for the Note. The Company will continue to explore and develop the Whim Creek Project and its Brazilian Gold Assets. In addition to this, the Company will be able to investigate potential acquisition targets.

8.1.2. The fixed and floating charge will be subordinated in the event that the Company can secure project finance

To the extent necessary, the fixed and floating charge will be subordinated in the event that the Company is able to obtain project finance for its operations or is required to make compensation payments to traditional landowners. This is an advantage as the disruption to the development of Venturex‟s assets will be minimal in the event that the Company is able to secure project finance.

8.1.3. Financial certainty for acquisition opportunities

As at 31 March 2009 the Company‟s cash balance was $3.55 million. The Company does not have the cash backing to acquire assets on a stand alone basis. The Grant of Security provides certainty that the Company will have the financial backing to undertake a planned acquisition within a specified timeframe.

8.1.4. Competitive funding terms

The Grant of Security provides fixed and competitive funding costs. If Shareholder‟s grant 611 Approval, the Grant of Security is structured at a premium to the current share price, thereby minimising shareholder dilution if the event that the Note is converted. In addition, the early redemption clause enables Venturex to redeem the Note if the Company‟s shares trade above $0.18 for at least 30 consecutive days and the total amount traded over this period is no less than $3 million.

8.1.5. Support from a well capitalised, knowledgeable commercial investor

Regent Pacific has producing mining assets in China and Mongolia and through its subsidiary Regent Markets Group, has investments in a number of mining companies in the Asian Pacific region. The Grant of Security will ensure ongoing support from a knowledgeable, well resourced commercial investor. By developing a relationship with Regent Pacific, this may provide an avenue for competitive future funding and technical support.

8.1.6. Regent Pacific May Appoint a director

The Grant of Security stipulates that a Regent Pacific representative have the right to appoint a director to the board of Venturex for as long as Regent Pacific holds at least 10% of Venturex‟s issued share capital. We consider that there are potential advantages of the appointment of a Regent Pacific representative to the board of Venturex. These advantages are that:

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Regent Pacific has specific knowledge about the mining industry due to having interests in mining projects located in China and Mongolia. From an operational and management perspective it is likely that the Company will benefit from this knowledge.
The appointment of a Regent Pacific representative will reduce the problem of aligning the interests of Shareholders and Company management as Regent Pacific will have an equity interest in the Company.

8.2. Disadvantages of the Grant of Security being Approved

8.2.1. Regent Pacific will have a charge over Venturex’s assets

If the Grant of Security is approved, Venturex will grant Regent Pacific a fixed and floating charge over the equity and assets of two of the Company‟s project companies, Straits (Whim Creek) Pty Ltd and Jutt Resources Pty Ltd as well as any other assets acquired by Venturex in the future. Venturex and its subsidiaries are also subject to certain covenants under the term sheet.

8.2.2. Dilution of Shareholder interests & significant influence

Under Section 606 of the Act, Regent Pacific is prohibited from acquiring more than 20% of the issued capital in the Company, unless a full takeover offer is made to all Venturex shareholders. Therefore, even if Shareholders do approve the Grant of Security, at some point in the future Shareholder approval will also be required to convert the Note into shares (by a resolution passed at a general meeting).

If Shareholders‟ do not approve converting the Note into shares it is possible that Regent Pacific will acquire approximately 38% of the issued capital of Venturex through the Creep Clause. The Agreement also stipulates that Regent Pacific have the right to appoint a representative to the board of Venturex for as long as Regent Pacific holds at least 10% of Venturex‟s issued share capital. While Regent Pacific will not have effective control of Venturex, they will have significant influence in the passing of resolutions. In particular, Regent Pacific will be able to block special resolutions.

A 50 percent majority shareholder vote is required to pass an ordinary resolution and a 75 percent majority shareholder vote is required to pass a special resolution. Ordinary resolutions include but are not limited to:

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election/re-election of directors;
appointment of an auditor;
acceptance of reports at the annual general meeting;
the ability to make strategic or commercial decisions; and
the ability to increase or decrease the number of directors in the Company.

Special resolutions include but are not limited to;

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Giving different dividend rights or shares in the same asset class;
Selective reduction of share capital.

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8.2.3. Limited ability to secure further financing from non-related third parties

Other than if the Company secures project financing, the negative pledge attached to the Note means that Venturex can not grant further security over its assets to other lenders. This will limit Venturex‟s ability to secure further asset based debt funding. This is a disadvantage to Venturex as it reduces future credit options.

8.2.4. Potential loss of operating assets by way of receivers being appointed and any potential subsequent administration

Until the Note is repaid or converted, the Grant of Security effectively secures the equity component of Regent‟s exposure to Venturex in the event of default. Therefore, in the event that Venturex defaults on any conditions under the Grant of Security, Venturex may have to dispose of certain operating assets to satisfy the repayment to Regent Pacific. We note that this is only a consideration in the event that Regent Pacific opts to redeem the Note for cash.

9. Other Considerations

9.1. Alternative Proposal

We are unaware of any alternative proposal that might offer the Shareholders of Venturex a premium over the value ascribed to that resulting from the issuance of the Note. Even in the event that the Company did have an alternative proposal the Grant of Security is consistent with what would be required by a third party debt provider. This is evident from the grant of a fixed and floating charge to secure the Current Facility.

10. Conclusion

We have considered the terms of the Grant of Security as outlined in the body of this report and have concluded that the Grant of Security is fair and reasonable to the Shareholders of Venturex.

11. Sources of Information

This report has been based on the following information:

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Draft Notice of General Meeting on or about the date of this report;
The non-binding term sheet executed by Venturex and Regent Pacific;
Audited financial statements of Venturex for the years ended 30 June 2008 and 30 June 2009 and the six months ended 31 December 2009;
Share registry information
Information in the public domain; and
Discussions with Directors and Management of Venturex.

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12. Independence

BDO Corporate Finance (WA) Pty Ltd is entitled to receive a fee of approximately $15,000 (excluding GST and reimbursement of out of pocket expenses). Except for this fee, BDO Corporate Finance (WA) Pty Ltd has not received and will not receive any pecuniary or other benefit whether direct or indirect in connection with the preparation of this report.

BDO Corporate Finance (WA) Pty Ltd has been indemnified by Venturex in respect of any claim arising from BDO Corporate Finance (WA) Pty Ltd's reliance on information provided by Venturex, including the non provision of material information, in relation to the preparation of this report.

Neither the two signatories to this report nor BDO Corporate Finance (WA) Pty Ltd, have had within the past two years any professional relationship with Venturex, or their associates, other than in connection with the preparation of this report.

Prior to being acquired by Venturex in June 2009, BDO Audit and Assurance (WA) Pty Ltd were the appointed Auditor of CMG Gold Limited, a subsidiary of Venturex. The provision of services to CMG Gold Limited is not considered a threat to our independence as auditors under Professional Statement APES 110 – Professional Independence. The services provided have no material impact on the financial report of Venturex.

A draft of this report was provided to Venturex and its advisors for confirmation of the factual accuracy of its contents. No significant changes were made to this report as a result of this review.

BDO is the brand name for the BDO International network and for each of the BDO Member firms.

BDO (Australia) Ltd, an Australian company limited by guarantee, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of Independent Member Firms. BDO in Australia, is a national association of separate entities (each of which has appointed BDO (Australia) Limited ACN 050 110 275 to represent it in BDO International).

13. Qualifications

BDO Corporate Finance (WA) Pty Ltd has extensive experience in the provision of corporate finance advice, particularly in respect of takeovers, mergers and acquisitions.

BDO Corporate Finance (WA) Pty Ltd holds an Australian Financial Services Licence issued by the Australian Securities and Investment Commission for giving expert reports pursuant to the Listing rules of the ASX and the Corporations Act.

The persons specifically involved in preparing and reviewing this report were Sherif Andrawes and Adam Myers of BDO Corporate Finance (WA) Pty Ltd. They have significant experience in the preparation of independent expert reports, valuations and mergers and acquisitions advice across a wide range of industries in Australia and were supported by other BDO staff.

Sherif Andrawes is a Fellow of the Institute of Chartered Accountants in England & Wales and a Member of the Institute of Chartered Accountants in Australia. He has over twenty years experience working in the audit and corporate finance fields with BDO and its predecessor firms in London and Perth. He has been responsible for over 120 public company independent expert‟s reports under the Corporations Act or ASX Listing Rules. These experts‟ reports cover a wide range of industries in Australia.

Adam Myers is a member of the Australian Institute of Chartered Accountants. Adam‟s career spans 11 years in the Audit and Assurance and Corporate Finance areas.

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14. Disclaimers and Consents

This report has been prepared at the request of Venturex for inclusion in the Notice of Meeting which will be sent to all venturex Shareholders. Venturex engaged BDO Corporate Finance (WA) Pty Ltd to prepare an independent expert's report to consider the granting of a fixed and floating charge to Regent Pacific to provide security for the Note.

BDO Corporate Finance (WA) Pty Ltd hereby consents to this report accompanying the above Notice of Meeting. Apart from such use, neither the whole nor any part of this report, nor any reference thereto may be included in or with, or attached to any document, circular resolution, statement or letter without the prior written consent of BDO Corporate Finance (WA) Pty Ltd.

BDO Corporate Finance (WA) Pty Ltd takes no responsibility for the contents of the Notice of Meeting other than this report.

BDO Corporate Finance (WA) Pty Ltd has not independently verified the information and explanations supplied to us, nor has it conducted anything in the nature of an audit or review of Venturex or Regent Pacific in accordance with standards issued by the Auditing and Assurance Standards Board. However, we have no reason to believe that any of the information or explanations so supplied are false or that material information has been withheld. It is not the role of BDO Corporate Finance (WA) Pty Ltd acting as an independent expert to perform any due diligence procedures on behalf of the Company. The Directors of the Company are responsible for conducting appropriate due diligence in relation to the Grant of Security. BDO Corporate Finance (WA) Pty Ltd provides no warranty as to the adequacy, effectiveness or completeness of the due diligence process.

The opinion of BDO Corporate Finance (WA) Pty Ltd is based on the market, economic and other conditions prevailing at the date of this report. Such conditions can change significantly over short periods of time.

With respect to taxation implications it is recommended that individual Shareholders obtain their own taxation advice, in respect of the Grant of Security, tailored to their own particular circumstances. Furthermore, the advice provided in this report does not constitute legal or taxation advice to the Shareholders of Venturex, or any other party.

The statements and opinions included in this report are given in good faith and in the belief that they are not false, misleading or incomplete.

The terms of this engagement are such that BDO Corporate Finance (WA) Pty Ltd has no obligation to update this report for events occurring subsequent to the date of this report.

Yours faithfully

BDO CORPORATE FINANCE (WA) PTY LTD

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Sherif Andrawes Director

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Adam Myers Associate Director Authorised Representative

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A endix 1 – Glossar of Terms pp y

Reference	Definition
611 Approval	Shareholder approval under Section 611 of the Act to grant Regent Pacific
	a voting interest in the Company in excess of 20%
The Act	The Corporations Act
The Agreement	The non-binding term sheet for the issuance of a convertible note with a
	face value of $15 million executed by Venturex and Regent Pacific. The
	Agreement is indicative, not legally binding and could be subject to
	change.
ASIC	Australian Securities and Investments Commission
ASX	Australian Securities Exchange
BDO	BDO Corporate Finance (WA) Pty Ltd
CMG Gold	CMG Gold Limited
Creep Clause	Exemption 9 from the prohibition in subsection 606(1) of the Act
The Current Facility	A secured convertible loan facility with Macquarie Bank Limited and
	Argonaut Equity Partners Ltd
The Company	Venturex Resources Limited
DCF	Discounted Future Cash Flows
EBIT	Earnings before interest and tax
EBITDA	Earnings before interest, tax, depreciation and amortisation
FMD	Future Maintainable Dividends
FME	Future Maintainable Earnings
Grant of Security	Venturex will grant Regent Pacific a fixed and floating charge over the
	equity and assets of two of the Company‟s project companies, Straits
	(Whim Creek) Pty Ltd and Jutt Resources Pty Ltd as well as any other
	assets acquired by Venturex in the future.
The Placement	The Placement of 133,911,850 ordinary Venturex shares to Regent Pacific
Regent Pacific	Regent Pacific Group Limited

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ROC	Return of Capital
The Note	The convertible note issued to Regent Pacific by Venturex with a face
	value of $15 million.
NTA	Net Tangible Assets
The Regent Pacific	The two components of the funding agreement between Venturex and
Transactions	Regent Pacific, being:
	The Placement; and
	The Note
RG 111	Regulatory Guide 111: Content of Independent Expert Reports
Our Report	This Independent Expert‟s Report prepared by BDO
The Redemption Events	Redemption events include the following:
	a. The Company is the recipient of a takeover bid or enters into a
	scheme of arrangement whereby the offer is unconditional for at
	least 50.1% of Venturex‟s issued and to be issued voting share
	capital; or
	b. Venturex shares trade above $0.18 for at least 30 consecutive
	days and the total amount traded over this period is no less than
	$3 million.
Shareholders	Shareholders of Venturex Resources Limited not associated with Regent
	Pacific Group Limited
The Tranche One Shares	The placement of 80,297,503 shares to Regent Pacific on 16 April 2010
	that are subject to Shareholder ratification.
The Tranche Two Shares	The placement of 53,614,347 shares to Regent Pacific subject to
	Shareholder approval.
Venturex	Venturex Resources Limited
VWAP	Volume Weighted Average Price

PROXY FORM

APPOINTMENT OF PROXY VENTUREX RESOURCES LIMITED ABN 28 122 180 205

GENERAL MEETING

I/We

being a member of Venturex Resources Limited entitled to attend and vote at the General Meeting, hereby

Appoint

Name of proxy

OR the Chair of the General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the General Meeting to be held at 10.00 am (WST), on Wednesday, 16 June 2010 at Suite 3, Level 1, 127 Cambridge Street, West Leederville, Western Australia, and at any adjournment thereof.

If no directions are given, the Chair will vote in favour of all the Resolutions.

If the Chair of the General Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of Resolutions 1 to 4 please place a mark in this box.

By marking this box, you acknowledge that the Chair of the General Meeting may exercise your proxy even if he has an interest in the outcome of Resolutions 1 to 4 and that votes cast by the Chair of the General Meeting for Resolutions 1 to 4 other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on Resolutions 1 to 4 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 1 to 4.

OR

Voting on Business of the General Meeting Resolution 1 – Ratification of Tranche 1 Share Placement – Regent Pacific Resolution 2 – Tranche 2 Share Placement – Regent Pacific Resolution 3 – Issue of Convertible Note – Regent Pacific Resolution 4 – Approval to Grant Security to Regent Pacific

FOR AGAINST ABSTAIN

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

Signature of Member(s): Date: ____

Individual or Member 1 Member 2 Member 3 Sole Director/Company Secretary Director Director/Company Secretary

Contact Name: _____ Contact Ph (daytime): _________

VENTUREX RESOURCES LIMITED ABN 28 122 180 205

Instructions for Completing ‘Appointment of Proxy’ Form

1.

( Appointing a Proxy ): A member entitled to attend and vote at a General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.

( Direction to Vote ): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.

3. ( Signing Instructions ):

( Individual ): Where the holding is in one name, the member must sign.
( Joint Holding ): Where the holding is in more than one name, all of the members should sign.
( Power of Attorney ): If you have not already provided the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.
( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.
( Attending the Meeting ): Completion of a Proxy Form will not prevent individual members from attending the General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the General Meeting.
( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
(a) post to Venturex Resources Limited, Suite 3, Level 1, 127 Cambridge Street, WEST LEEDERVILLE, WA, 6007; or
(b) facsimile to the Company on facsimile number +61 8 9463 7836,

so that it is received not later than 10.00 am (WST) on Monday, 14 June 2010.

AI assistant

DEVELOP GLOBAL LIMITED — Proxy Solicitation & Information Statement 2010

64801_rns_2010-05-13_b5cd2742-d16c-4c66-a961-aa06abfcd57f.pdf

VENTUREX RESOURCES LIMITED ABN 28 122 180 205

NOTICE OF GENERAL MEETING

CONTENTS PAGE

TIME AND PLACE OF GENERAL MEETING AND HOW TO VOTE

VENUE

YOUR VOTE IS IMPORTANT

VOTING IN PERSON

VOTING BY PROXY

Proxy Forms received later than this time will be invalid.

NOTICE OF GENERAL MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF TRANCHE 1 SHARE PLACEMENT – REGENT PACIFIC

2. RESOLUTION 2 – TRANCHE 2 SHARE PLACEMENT – REGENT PACIFIC

3. RESOLUTION 3 – ISSUE OF CONVERTIBLE NOTE – REGENT PACIFIC

set out in the Explanatory Statement.

4. RESOLUTION 4 – APPROVAL TO GRANT SECURITY TO REGENT PACIFIC

DATED: 13 MAY 2010

BY ORDER OF THE BOARD

DR TIM SUGDEN MANAGING DIRECTOR

EXPLANATORY STATEMENT

1. BACKGROUND

1.1 Share Placement – Regent Pacific

1.2 Issue of Convertible Note

2. RESOLUTION 1 – RATIFICATION OF TRANCHE 1 SHARE PLACEMENT – REGENT PACIFIC

2.1 General

2.2 Technical information required by ASX Listing Rule 7.4

3. RESOLUTION 2 – TRANCHE 2 SHARE PLACEMENT – REGENT PACIFIC

3.1 General

3.2 Technical information required by ASX Listing Rule 7.1

4. RESOLUTION 3 – ISSUE OF CONVERTIBLE NOTE – REGENT PACIFIC

4.1 General

4.2 Technical information required by ASX Listing Rule 7.1

5. RESOLUTION 4 – APPROVAL TO GRANT SECURITY TO REGENT PACIFIC

5.1 Background

5.2 Listing Rule 10.1

5.3 Independent Expert’s Report

6. ENQUIRIES

GLOSSARY

VENTUREX RESOURCES LIMITED

Financial Services Guide

11 May 2010

Financial Services Guide

Information about us

Financial services we are licensed to provide

General Financial Product Advice

Fees, Commissions and Other Benefits that we may receive

Remuneration or other benefits received by our employees

Referrals

Complaints resolution

Internal complaints resolution process

Referral to External Dispute Resolution Scheme

Contact details

TABLE OF CONTENTS

INDEPENDENT EXPERT'S REPORT

1. Introduction

2. Summary and Opinion

2.1. Opinion

2.2. Fairness and Reasonableness

3. Scope of the Report

3.1 Purpose of the Report

3.2 Regulatory guidance

3.3 Adopted basis of evaluation

4. Outline of the Grant of Security

5. Profile of Venturex Resource Limited

5.1. History

5.2. Historical Balance Sheet

5.3. Historical Income Statements

5.4. Capital Structure

6. Profile of the Regent Pacific Group Limited

7. Is the Grant of Security Fair and Reasonable?

8. Advantages and Disadvantages of the Grant of Security Being Approved

8.1. Advantages of the Grant of Security being Approved

8.1.1. No change to current operating arrangements

8.1.2. The fixed and floating charge will be subordinated in the event that the Company can secure project finance

8.1.3. Financial certainty for acquisition opportunities

8.1.4. Competitive funding terms

8.1.5. Support from a well capitalised, knowledgeable commercial investor

DEVELOP GLOBAL LIMITED Proxy Solicitation & Information Statement 2010