DEVELOP GLOBAL LIMITED — Proxy Solicitation & Information Statement 2010

Mar 14, 2010

VENTUREX RESOURCES LIMITED

ABN 28 122 180 205

NOTICE OF GENERAL MEETING

TIME : 10.00 am (WST) DATE : Thursday, 15 April 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.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary 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	9
Schedule 1 – Macquarie and Argonaut Options Terms and Conditions	10
Proxy Form	Attached

TIME AND PLACE OF 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 Thursday, 15 April 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 Tuesday, 13 April 2010.

Proxy Forms received later than this time will be invalid.

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NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of Shareholders will be held at 10.00 am (WST) on Thursday, 15 April 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 Tuesday, 13 April 2010.

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

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE – MACQUARIE OPTIONS

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 2, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 31,578,947 Options to Macquarie on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Macquarie Bank Limited and Straits Resources Limited and any of their 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 – GIVING OF FINANCIAL ASSISTANCE TO MACQUARIE

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

“That, subject to the passing of Resolution 1, approval be and is hereby given, under and for the purposes of Section 260B of the Corporations Act and for all other purposes, for the Company to financially assist Macquarie to acquire Shares by approving the exercise of the Macquarie Options (which were issued for nil consideration) on the terms and conditions set out in the Explanatory Statement.”

Short Explanation : Under section 260B(1) of the Corporations Act, Shareholder approval for financial assistance by a company in connection with the acquisition of its shares must be given by a special resolution passed at a general meeting of the Company or a resolution agreed to, at a general meeting, by all Shareholders. In this case, the Company intends to provide financial assistance to Macquarie and therefore the financial assistance requires approval by the Shareholders of the Company.

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Macquarie and any of Macquarie’s associates.

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3. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE – ARGONAUT OPTIONS

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 4, for the purpose of ASX Listing Rule 7.4 and for all other purposes Shareholders ratify the allotment and issue of 10,526,316 Options to Argonaut on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any of their 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.

4. RESOLUTION 4 – GIVING OF FINANCIAL ASSISTANCE TO ARGONAUT

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

“That, subject to the passing of Resolution 3, approval be and is hereby given, under and for the purposes of Section 260B of the Corporations Act and for all other purposes, for the Company to financially assist Argonaut to acquire Shares by approving the exercise of the Argonaut Options (which were issued for nil consideration) on the terms and conditions set out in the Explanatory Statement.”

Short Explanation : Under section 260B(1) of the Corporations Act, Shareholder approval for financial assistance by a company in connection with the acquisition of its shares must be given by a special resolution passed at a general meeting of the Company or a resolution agreed to, at a general meeting, by all Shareholders. In this case, the Company intends to provide financial assistance to Argonaut and therefore the financial assistance requires approval by the Shareholders of the Company.

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Argonaut and any of Argonaut’s associates.

DATED: 15 MARCH 2010

BY ORDER OF THE BOARD

DR TIM SUGDEN MANAGING DIRECTOR

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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 Thursday, 15 April 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. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE – MACQUARIE OPTIONS

1.1 General

On or about January 2010, the Company entered into an agreement with Macquarie Bank Limited ( Macquarie ) pursuant to which Macquarie agrees to make $3 million available to the Company under a Facility Agreement ( Macquarie Facility Agreement ). As announced to the market on 10 February 2010, the funds will be used to support:

• (a) a drill-out and mining study at the Whim Creek Project; and

• (b) a performance bond facility to cover existing environmental bonds over tenements held by Straits (Whim Creek) Pty Ltd ( SWC ).

As consideration for Macquarie agreeing to make the facility available to the Company, the Company must issue 31,578,947 Options to Macquarie ( Macquarie Options ).

Macquarie is not a related party of the Company.

Subsequent to the entry into the Macquarie Facility Agreement and the issue of the Macquarie Options and pursuant to the terms of the Macquarie Options, Macquarie has notified the Company that it has entered into an agreement with Straits Resources Limited ( Straits ) to transfer 8,421,053 Macquarie Options to Straits in exchange for Straits assuming a portion of the debt provided to the Company under the Macquarie Facility Agreement.

Straits is a substantial Shareholder, holding approximately 19.9% of the Company’s issued Shares. Therefore, on the basis that Straits has an interest in Resolution 1 through its agreement with Macquarie, Straits will be excluded from voting on Resolution 1.

The Macquarie Options were issued to Macquarie on 16 February 2010. Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Options ( Macquarie Option Ratification ).

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

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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.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

1.2 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 Macquarie Option Ratification:

• (a) 31,578,947 Macquarie Options were allotted;

• (b) the Macquarie Options were issued for nil cash consideration;

• (c) the Macquarie Options were issued on the terms and conditions set out in Schedule 1;

• (d) the Macquarie Options were all allotted and issued to Macquarie. As outlined above, Macquarie have advised the Company that it has, or intends to, transfer 8,421,053 Macquarie Options to Straits; and

• (e) no funds were raised from this issue as the Macquarie Options were issued in consideration for Macquarie agreeing to making the funds available to the Company under the Macquarie Facility Agreement.

2. RESOLUTION 2 – GIVING OF FINANCIAL ASSISTANCE TO MACQUARIE

2.1 General

The Macquarie Options the subject of Resolution 1 were issued as consideration for Macquarie agreeing to make the Macquarie Facility available to the Company. Accordingly, the Macquarie Options were issued to Macquarie for nil consideration. Resolution 2 seeks Shareholder approval for the exercise of the Macquarie Options by Macquarie in accordance with the terms and conditions set out in Schedule 1.

If Shareholders do not approve the giving of financial assistance to Macquarie, Macquarie may not exercise the Macquarie Options and the Company is required under the Macquarie Facility Agreement to agree an alternate form of consideration with Macquarie for Macquarie making the Macquarie Facility available to the Company.

2.2 Sections 260A and 260B of the Corporations Act

Under section 260A of the Corporations Act, a company ( Assisting Company ) may financially assist a person to acquire shares in the Assisting Company only if the giving of financial assistance does not materially prejudice the interests of the Assisting Company or its Shareholders, or the Assisting Company’s ability to pay its creditors, or the financial assistance has been approved by the Assisting Company’s Shareholders.

Shareholder approval for financial assistance by the Company must be given by a special resolution. No votes may be cast in favour of the resolution by the person receiving the financial assistance.

There is no definition in the Corporations Act of what is meant by “financial assistance”. Whether a transaction involves financial assistance is a question of fact

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to be answered in light of the circumstances. Accordingly, the expression would appear to be intended to be given a wide meaning.

By issuing the Macquarie Options to Macquarie and allowing Macquarie to exercise those Options, the Company is arguably providing financial assistance to Macquarie to acquire shares in the Company. The Directors are of the view that the exceptions under section 260C of the Corporations Act may not apply in the current circumstances. Accordingly, the Company seeks Shareholder approval under section 260B(1) of the Corporations Act in order to provide the financial assistance to Macquarie.

3. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE – ARGONAUT OPTIONS

3.1 General

On or about January 2010, the Company entered into an agreement with Argonaut Equity Partners Pty Ltd ( Argonaut ) pursuant to which Argonaut agrees to make $1 million available to the Company on substantially the same terms as the Macquarie Facility Agreement ( Argonaut Facility Agreement ). The funds will be used by the Company for the same purposes as the funds under the Macquarie Facility Agreement (described in Section 1.1 above).

As consideration for Argonaut agreeing to make the facility available to the Company, the Company must issue 10,526,316 Options to Argonaut ( Argonaut Options ).

Argonaut is not a related party of the Company.

The Argonaut Options were issued on 16 February 2010. Resolution 3 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Argonaut Options ( Argonaut Option Ratification ).

A summary of ASX Listing Rules 7.1 and 7.4 is set out in Section 1.1 above.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

3.2 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 Argonaut Option Ratification:

• (a) 10,526,316 Argonaut Options were allotted;

• (b) the Argonaut Options were issued for nil cash consideration;

• (c) the Argonaut Options were issued on the terms and conditions set out in Schedule 1;

• (d) the Argonaut Options were allotted and issued to Argonaut; and

• (e) no funds were raised from this issue as the Argonaut Options were issued in consideration for Argonaut making the funds available to the Company under the Argonaut Facility Agreement

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4. RESOLUTION 4 – GIVING OF FINANCIAL ASSISTANCE TO ARGONAUT

4.1 General

The Argonaut Options the subject of Resolution 3 were issued as consideration for Argonaut agreeing to make the Argonaut Facility available to the Company. Accordingly, the Argonaut Options were issued to Argonaut for nil consideration. Resolution 4 seeks Shareholder approval for the exercise of the Argonaut Options by Argonaut in accordance with the terms and conditions set out in Schedule 1.

If Shareholders do not approve the giving of financial assistance to Argonaut, Argonaut may not exercise the Argonaut Options and the Company is required under the Argonaut Facility Agreement to agree an alternate form of consideration with Argonaut for Argonaut making the Argonaut Facility available to the Company.

4.2 Sections 260A and 260B of the Corporations Act

A summary of section 260A of the Corporations Act is set out in Section 2.2 above.

By issuing the Argonaut Options to Argonaut and allowing Argonaut to exercise those Options, the Company is arguably providing financial assistance to Argonaut to acquire shares in the Company. The Directors are of the view that the exceptions under section 260C of the Corporations Act may not apply in the current circumstances. Accordingly, the Company seeks Shareholder approval under section 260B(1) of the Corporations Act in order to provide the financial assistance to Argonaut.

5. ENQUIRIES

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

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GLOSSARY

$ means Australian dollars.

Argonaut means Argonaut Equity Partners Pty Limited (ACN 128 423 843).

Argonaut Facility Agreement means the Convertible Loan Facility Agreement executed on or about January 2010 between the Company and Argonaut.

Argonaut Options means 10,526,316 Options.

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.

Banking Day means a day (other than a Saturday or Sunday) on which banks are open for business generally in Sydney, New South Wales and Perth, Western Australia.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

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

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

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

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

Macquarie means Macquarie Bank Limited (ACN 008 583 542).

Macquarie Facility Agreement means the Convertible Loan Facility Agreement executed on or about January 2010 between the Company and Macquarie.

Macquarie Options means 31,578,947 Options.

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

Option means an option to acquire a Share with the terms and conditions set out in Schedule 1.

Optionholder means a holder of a Macquarie Option or an Argonaut Option.

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

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

Shareholder means a holder of a Share.

Straits means Straits Resources Limited (ACN 056 601 417).

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

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SCHEDULE 1 – MACQUARIE & ARGONAUT OPTIONS TERMS AND CONDITIONS

• (a) The Optionholder may exercise any of its Options at any time prior to 5:00pm WST on 31 January 2012. The Options will expire at that time.

• (b) The Optionholder may exercise any number of Options at any given time (including on multiple occasions, if it so determines) prior to the Expiry Date.

• (c) The Optionholder must exercise the Options by the delivery to the registered office of the Company of a notice in writing stating the Optionholder’s intention to exercise all or a specified number of Options.

• (d) Any notice under clause (c) must, if there is no outstanding amount owing under the Macquarie Facility Agreement (in respect of an exercise of Macquarie Options) or the Argonaut Facility Agreement (in respect of an exercise of Argonaut Options), incorporate an undertaking by the Optionholder to promptly remit to an account nominated by the Company payment in the amount of the aggregate Exercise Price for those Options that are to be exercised (or the balance of the aggregate Exercise Price, as applicable), or, if there are outstanding amounts owing under the Macquarie Facility Agreement (in respect of an exercise of Macquarie Options) or the Argonaut Facility Agreement (in respect of an exercise of Argonaut Options), a written statement from the Optionholder that the aggregate Exercise Price for those Options will be applied towards repayment or prepayment of such outstanding amounts.

• (e) The Optionholder may at its discretion exercise only some of the Options and may do so in any multiple it chooses. If it does so, this will not affect the rights of the Optionholder to the balance of the Options held by the Optionholder. The Company must issue to the Optionholder a replacement holding statement for the balance of any unexercised Options.

• (f) Following the exercise of any Options, the Company must:

• (i) immediately allot to the holder of the Options the resultant Shares (free of encumbrances) that are the subject of those Options;

• (ii) either:

  • (A) execute and lodge with ASX a notice under section 708A(5)(e) of the Corporations Act in respect of the Shares issued on exercise of those Options ( Cleansing Notice ) within 5 Banking Days after the issue of the Shares; or

  • (B) if the Company is unable to issue a Cleansing Notice for whatever reason, within 5 Banking Days after the issue of the Shares, execute and lodge with ASIC and ASX a prospectus which complies with Chapter 6D of the Corporations Act in accordance with the requirements of section 708A(11),

• (iii) to ensure that all Shares upon exercise of the Options are freely tradeable;

• (iv) deliver to the Optionholder a holding statement for those Shares by 5:00pm WST 2 Banking Days after the date of exercise of the Options; and

• (v) apply to ASX for quotation of the Shares by no later than the earlier of:

  • (A) 5:00pm WST 3 Banking Days after the date of exercise of the Options; and

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  - (B) the time required by the ASX Listing Rules.

• (g) Shares allotted pursuant to an exercise of Options will rank, from the date of allotment, equally in all respects with all existing Shares.

• (h) In the event of any re-organisation of the issued share capital of the Company, including by way of consolidation, subdivision, reduction, return or cancellation, the rights of the Optionholder in respect of the Options will be changed to the extent necessary to:

• (i) comply with the applicable ASX Listing Rules governing reorganisations in force at the time of the reorganisation in which case the terms and conditions applicable to the Options will be construed accordingly; and

• (ii) ensure that, following that re-organisation, the Optionholder's rights in respect of the Options will not be adversely affected (including by way of issuing further Options) so that the proportion the Options bear to the re-organised share capital of the Company is the same as the proportion the Options would have borne to the share capital of the Company had that re-organisation not occurred,

• (i) The Optionholder is entitled to participate in the issue of new Shares, or any other class of securities offered to Shareholders, to the extent that the Optionholder has exercised any Options at any time before either the record date for the purposes of determining entitlements to any such issue ( Record Date ) or the closing date for the relevant issue whichever is earlier ( Relevant Date ). The Company must give the Optionholder at least 15 Banking Days' written notice prior to the Relevant Date for any such offer of securities in order to enable the Optionholder to exercise the Options prior to that Relevant Date and participate in the issue or offering at its discretion.

• (j) If the Company offers Shares by way of a pro-rata issue (except a Bonus Issue) to Shareholders, the Exercise Price of an Option that is not exercised prior to the Record Date will be reduced in accordance with the formula set out in ASX Listing Rule 6.22.2.

• (k) If there is a Bonus Issue to the holders of Shares, then the number of Shares over which each Option (that is not exercised prior to the Record Date) is exercisable will be increased by the number of Shares that the Optionholder would have received under the Bonus Issue if the Option had been exercised before the Record Date for the Bonus Issue.

• (l) The Company must ensure that sufficient nominal but unissued and unallotted share capital is available at all times to enable the Optionholder to exercise the Options.

• (m) The Optionholder warrants that section 709A(5) of the Corporations Act will apply to offers of the Shares allotted on exercise for re-sale and that those Shares will be freely tradeable and the issue of the Options will not contravene or result in a breach of Chapter 7 of the ASX Listings, Rule 7.

• (n) The Optionholder may at any time and in its absolute discretion assign or otherwise transfer any or all of the Options without the consent of the Company, provided that the offer or invitation giving rise to the transfer does not constitute an offer or invitation for which disclosure is required to be made to investors under Part 6D.2 of the Corporations Act.

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THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY.

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PROXY FORM

APPOINTMENT OF PROXY VENTUREX RESOURCES LIMITED ABN 28 122 180 205

GENERAL MEETING

I/We of 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 Thursday, 15 April 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

Voting on Business of the General Meeting
	FOR AGAINST		ABSTAIN
Resolution 1 – Ratification of Prior Issue – Macquarie Options
Resolution 2 – Giving of Financial Assistance to Macquarie
Resolution 3 – Ratification of Prior Issue – Argonaut Options
Resolution 4 – Giving of Financial Assistance to Argonaut
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 Tuesday, 13 April 2010.

Proxy Forms received later than this time will be invalid.