DEVELOP GLOBAL LIMITED — Proxy Solicitation & Information Statement 2012

Jun 19, 2012

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VENTUREX RESOURCES LIMITED

ABN 28 122 180 205

NOTICE OF GENERAL MEETING

TIME : 10.00am (WST) DATE : Monday, 23 July 2012 PLACE : The George 216 St Georges Terrace Perth WA 6000 Western Australia

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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, Liza Carpene, on (+61 8) 6389 7400

CONTENTS PAGE

Notice of General Meeting (setting out the proposed resolutions)	2
Explanatory Statement (explaining the proposed resolutions)	4
Glossary	9
Schedule 1 – Terms and Conditions of Options – Resolutions 3	10
Schedule 2 - Valuation of Options – Resolution 3	11
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 10.00am (WST) on Monday, 23 July 2012 at:

The George, 216 St Georges Terrace, Perth, Western Australia, 6000.

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 the time and in accordance with the instructions set out on the Proxy Form attached to this Notice.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this General Meeting. Broadly, the changes mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (ie. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (ie. as directed); and

• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (ie. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting;

• o the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of Shareholders will be held at 10.00am (WST) on Monday, 23 July 2012 at The George, 216 St Georges Terrace, Perth, 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 10.00am (WST) on Saturday, 21 July 2012.

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

AGENDA

1. RESOLUTION 1 – RE-ELECTION OF MICHAEL GEOFFREY MULRONEY AS A DIRECTOR

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

“That, for the purpose of clause 20.6 of the Constitution and for all other purposes, Mr Michael Geoffrey Mulroney, a Director who was appointed on 27 February 2012, retires, and being eligible, is re-elected as a Director.”

2. RESOLUTION 2 – RE-ELECTION OF RAYMOND JOSEPH PARRY AS A DIRECTOR

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

“That, for the purpose of clause 20.6 of the Constitution and for all other purposes, Mr Raymond Joseph Parry, a Director who was appointed on 29 May 2012, retires, and being eligible, is re-elected as a Director.”

3. RESOLUTION 3 – APPROVAL FOR THE ISSUE OF OPTIONS TO MR MICHAEL GEOFFREY MULRONEY

To consider and, if thought fit, to pass, the following resolution as an ordinary resolution :

“That, subject to the passing of Resolution 1, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue 10,000,000 Options to Mr Michael Geoffrey Mulroney (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

ASX Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Michael Geoffrey Mulroney (or his nominee) or any of his 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.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:

(i) a member of the Key Management Personnel; or

• (ii) a Closely Related Party of such a member; and

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• (b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

• (c) the proxy is the Chair of the Meeting; and

• (d) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

4. RESOLUTION 4 – RATIFICATION OF PRIOR PLACEMENT – SHARES

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 issue and allotment of 163,086,409 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes 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 direction 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.

5. RESOLUTION 5 – NON-EXECUTIVE DIRECTORS’ REMUNERATION

To consider and, if thought fit, to pass, the following resolution as an ordinary resolution :

“That, for the purposes of clause 20.10 of the Constitution of the Company, ASX Listing Rule 10.17 and all other purposes, the Company approves the maximum total aggregate amount that may be paid to Non-Executive Directors as remuneration for their services in each financial year to be set at $400,000 which may be divided among those Directors in the manner determined by the Board of the Company from time to time.”

Voting Exclusion: The Company will disregard any votes cast on this resolution by a Director of the Company and any of their associates. 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: 19 JUNE 2012

BY ORDER OF THE BOARD

LIZA CARPENE COMPANY SECRETARY

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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 10.00am (WST) on 23 July 2012 at The George, 216 St Georges Terrace, Perth, Western Australia.

The 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 – RE-ELECTION OF MICHAEL GEOFFREY MULRONEY AS A DIRECTOR

Clause 20.5 of the Constitution allows the Directors to appoint at any time a person to be a Director as an addition to the existing Directors.

In accordance with clause 20.4 of the Constitution, any Director so appointed holds office only until the next following general meeting and is then eligible for re-election.

Mr Michael Geoffrey Mulroney was appointed as a Director of the Company on 27 February 2012 and is seeking re-election.

2. RESOLUTION 2 – RE-ELECTION OF RAYMOND JOSEPH PARRY AS A DIRECTOR

Clause 20.5 of the Constitution allows the Directors to appoint at any time a person to be a Director as an addition to the existing Directors.

Any Director so appointed holds office only until the next following general meeting and is then eligible for re-election.

Mr Raymond Joseph Parry was appointed as a Director of the Company on 29 May 2012 and is seeking re-election.

3. RESOLUTION 3 – APPROVAL FOR THE ISSUE OF OPTIONS TO MR MICHAEL GEOFFREY MULRONEY

3.1 General

The Company has agreed, subject to the passing of Resolution 1 and obtaining Shareholder approval, to allot and issue 10,000,000 Options to Mr Michael Geoffrey Mulroney ( Director Options ) (or his nominee) ( Mr Mulroney ) on the terms and conditions described below.

3.2 Requirements of ASX Listing Rules

Listing Rule 10.11 provides that a company must not issue or agree to issue securities to the following persons without shareholder approval:

• a related party; and

 a person whose relationship with the company or a related party is, in ASX’s opinion, such that approval should be obtained.

By virtue of his position as a Director, Mr Michael Geoffrey Mulroney is a related party of the Company. Further, the grant of the Director Options constitutes the giving of a financial benefit. Accordingly, Shareholder approval is required under Listing Rule 10.11 for the grant of the Director Options to Mr Mulroney.

Pursuant to and in accordance with the requirements of Listing Rule 10.13, the following information is provided to Shareholders to allow them to assess the proposed issue of the Director Options under Resolution 3:

• (a) the related party is Mr Mulroney, a Director of the Company;

(b) the maximum number of Director Options (being the nature of the financial benefit being provided) to be granted to Mr Mulroney is as follows:

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	Director	No. of Director Options
	Michael Geoffrey Mulroney	10,000,000

(c) the Director Options will be granted to Mr Mulroney within 1 month after the date of the General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated that the Director Options will be issued on one date;

(d) the Director Options will be granted at the following issue price:

Director	No. of Director Options	Issue Price
Michael Geoffrey Mulroney	10,000,000	Nil

Accordingly, no funds will be raised from the issue;

(e) the Director Options are issued on the following terms and conditions and otherwise on the terms and conditions set out in Schedule 1:

No. of Options	Vesting Date	Exercise Price	Expiry Date
10,000,000	40% 12 months from date of issue. 60% 20 months from date of issue.	50% premium to the VWAP of Shares in the last five trading days on which there were sales prior to the date of issue, with a minimum floor exercise price of 12 cents per Option, whichever is the higher.	Three years from date of issue. Unvested options lapse on cessation of employment.

(f) the value of the Director Options for Resolutions 3 and the pricing methodology is set out in Schedule 2;

(g) the relevant interests of the Related Parties in securities of the Company are set out below:

Related Party	Shares	Options
Michael Geoffrey Mulroney	3,618,160*	Nil

• Represents shareholding at the date of this notice. On 29 May 2012, the Company announced its intention to conduct a 1:10 underwritten nonrenounceable entitlement offer to Shareholders which will entitle Mr Michael Geoffrey Mulroney to acquire an additional 361,816 shares at an issue price of $0.036. The closing date of the offer is 3 July 2012.

(h) the remuneration and emoluments from the Company to Mr Mulroney since their date of appointment is set out below:

Related Party $ Michael Geoffrey Mulroney $130,455.47 (i) if the Director Options granted to Mr Mulroney are exercised, a total of 10,000,000 Shares would be allotted and issued. This will increase the number of Shares on issue from 1,250,329,135 to 1,260,329,135 (assuming that no other Options are exercised and no other Shares are issued) with the effect that the shareholding of existing Shareholders would be diluted as follows:

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Related Party	Issued Shares as at the date of this Notice of Meeting	Director Options to be issued	Issued Shares upon exercise of all Director Options	Dilutionary effect upon exercise of Director Options
Michael Geoffrey Mulroney	1,250,329,135*	10,000,000	1,260,329,135	0.008%

• Issued capital as at the date of this notice. On 29 May 2012, the Company announced its intention to conduct an underwritten 1:10 non-renounceable entitlement offer to Shareholders, which will result in an additional 125,032,914 shares being issued, increasing the issued capital to 1,375,362,049. The closing date of the offer is 3 July 2012.

• (j) The market price for Shares during the term of the Director Options would normally determine whether or not the Director Options are exercised. If, at any time any of the Director Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Director Options, there may be a perceived cost to the Company;

• (k) any funds raised through the exercise of the Director Options will be allocated towards the Company’s general working capital;

(l) the trading history of the Shares on ASX in the 12 months before the date of this Notice of General Meeting is set out below:

	Price	Date
Highest	$0.11	26 July 2011
Lowest	$0.035	22 May 2012
Last	$0.040	15 June 2012

(m) the primary purpose of the grant of Director Options to Mr Mulroney is to provide cost effective consideration as part of his remuneration package for his ongoing commitment and contribution to the Company in his role as Managing Director. The Board does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Director Options upon the terms proposed;

• (n) Mr Mulroney declines to make a recommendation to Shareholders in relation to Resolution 3 due to his material personal interest in the outcome of the Resolution. The other Directors, who do not have a material interest in the outcome of Resolution 3, recommend that Shareholders vote in favour of Resolution 3. The Board (other than Mr Mulroney) is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass the Resolution;

• (o) Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Director Options to Mr Mulroney as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Director Options to Mr Mulroney will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

• 3.3 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act prohibits the Company from giving a financial benefit to a related party of the Company unless either:

• the giving of the financial benefit falls within one of the exceptions set out in sections 210 – 216 of the Corporations Act (in this case, the applicable exception is Section 211 as described below); or

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

Shareholder approval is obtained prior to the giving of the financial benefit and the benefit is given within 15 months after the approval.

The Company considers the proposed issue of the Directors Options to Mr Mulroney to be reasonable remuneration and, as such, falls within the exception set out in section 211 of the Corporations Act.

4. RESOLUTION 4 – RATIFICATION OF PRIOR PLACEMENT – SHARES

4.1 General

On 28 May 2012, the Company completed a strategic placement to Northern Star Resources Limited ( Subscriber ) of 163,086,409 Shares ( Placement ).

On 29 May 2012, the Company announced the completion of the Placement and its intention to conduct a 1:10 underwritten non-renounceable entitlement offer to Shareholders fully underwritten by the Subscriber. The Company also announced the appointment of Mr Ray Parry, an employee of the Subscriber, as a Director of the Company effective 29 May 2012, and that it had entered into non-binding Memorandum of Understanding with the Subscriber to explore potential joint development options for the Pilbara Copper-Zinc Project.

The Subscriber pursuant to the Placement was not a related party of the Company.

Resolution 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Share Ratification ).

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.

4.2 ASX Listing Rules

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.

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

• (a) 163,086,409 Shares were issued and allotted;

• (b) the Shares were issued at a price of $0.04 per Share;

• (c) the Shares issued were 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 Shares were allotted and issued to Northern Star Resources Limited, who qualifies as a sophisticated investor as that term is defined in the Corporations Act and who therefore falls within one of the exclusions for the requirement for the Shares to be issued under a disclosure document. The party at the time of the issues was a related party to the Company; and

• (e) as announced to ASX on 29 May 2012, the funds raised from the issue of the Shares will be used toward completion of the Pilbara Copper-Zinc Project feasibility study, exploration activities in the Pilbara and Brazil, and to provide general working capital.

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5. RESOLUTION 5 – NON-EXECUTIVE DIRECTORS’ REMUNERATION

ASX Listing Rule 10.17 and clause 20.10 of the Company’s Constitution require that the maximum total aggregate remuneration that may be paid to Non-Executive Directors of the Company be set by the Shareholders in general meeting.

Resolution 5 seeks Shareholder approval to increase the maximum total aggregate remuneration that may be paid to Non-Executive Directors by $100,000 to $400,000 per annum. This has been determined after reviewing similar companies listed on ASX and the Directors believe that this level of remuneration is in line with corporate remuneration of similar companies.

It is noted that it is not presently intended to distribute all of the $400,000 (if approved) in the current year, rather it will assist in accommodating any increase in the number of Directors and provide the flexibility to allow payment of appropriate fees over time.

The Directors, other than the Non-Executive Directors of the Company, recommend that Shareholders vote in favour of this resolution.

6. ENQUIRIES

Shareholders are requested 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.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules or Listing Rules means the Listing Rules of ASX.

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.

Change of Control Event means a Shareholder, or a group of associated Shareholders becoming entitled to sufficient shares or other securities of the Company, to give it or them the ability, and that ability is successfully exercised, in general meeting, to replace all or a majority of the Board; or gaining the ability to control more than 50% of the voting power (as defined in the Corporations Act) in the Company;

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.

Director Option means the options proposed to be issued to Mr Mulroney under Resolution 3 as set out in the Notice, and on the terms described in the Explanatory Statement.

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

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

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

Option means an option to acquire a Share.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

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

Shareholder means a holder of a Share.

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

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SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS – RESOLUTIONS 3

The Options entitle the holder ( Option Holder ) to subscribe for Shares on the following terms and conditions:

(a)	Each Option entitles the Option Holder to subscribe for one ordinary fully paid Share.
(b)	The Options expire on the date that is three (3) years after the date the Options are issued.
(c)	The Options to be issued to Mr Mulroney pursuant to Resolution 3 will vest on the following
	basis:
	(i) 40% 12 months from date of issue; and
	(ii) 60% 20 months from date of issue.
(d)	Each Share allotted on exercise of an Option shall be issued at the exercise price of a 50%
	premium to the VWAP of the Company’s Shares in the last five trading days on which there
	were sales prior to the date of issue, with a minimum floor exercise price of 12 cents per
	Option, whichever is the higher.
(e)	The issue price of a Share the subject of an Option shall be payable in full on exercise of the
	Option by the Eligible Person (or, if applicable, their nominee).
(f)	The Company will not apply for official quotation of the Options on ASX. The Options are non-
	transferrable.
(g)	Options shall be exercisable by the delivery to the registered office of the Company of a
	notice in writing stating the intention of the Option Holder to exercise all or a specified number
	of Options, accompanied by the relevant Option Certificate (if any) and a cheque made
	payable to Company for the subscription price for the Shares.
(h)	An exercise of only some Options shall not affect the rights of the Option Holder under the
	balance of the Options held by him or her as appropriate.
(i)	Company shall allot the resultant Shares and deliver notification of shareholdings within five
	business days of the exercise of an Option.
(j)	Shares allotted pursuant to an exercise of Options shall rank from the date of allotment,
	equally with existing Shares of the Company in all respects.
(k)	The Company shall in accordance with the Listing Rules make application to have Shares
	allotted pursuant to an exercise of Options listed for official quotation by the ASX.
(l)	The Optionholder will be permitted to participate in any new pro-rata issue of securities of the
	Company subject to the prior exercise of the Options, in which case the Optionholder will be
	notified by the Company of the proposed pro-rata issue at least 9 business days before the
	books closing date (to determine entitlements to the issue) and afforded that period to
	exercise the Options.
(m)	In the event of any reorganisation (including consolidation, subdivision, reduction or return of
	capital) of the issued capital of the Company, the rights of an Optionholder will be changed
	to the extent necessary to comply with the listing rules of the ASX applying to a reorganisation
	of capital at the time of the reorganisation.
(n)	The Options will not give any right to participate in dividends until Shares are allotted pursuant
	to the exercise of the relevant Options.
(o)	On cessation of employment:
	(i) unvested options will lapse, and
	(ii) vested options will lapse if not exercised within three months, unless determined
	otherwise by the Board acting reasonably and in good faith.

• (p) The unvested options will vest in the event of a takeover bid becoming or being declared to be unconditional, the occurrence of a Change of Control Event or upon approval of a merger by way of a scheme of arrangement, or in such other event as the Board may determine.

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SCHEDULE 2 – VALUATION OF DIRECTOR OPTIONS – RESOLUTION 3

The Director Options to be issued to Mr Mulroney pursuant to Resolution 3 have been valued by internal management.

Using the theoretical Black & Scholes option model and based on the assumptions set out below, the Director Options were ascribed a value, as follows:

Resolution 2 – Director Options to be issued to Mr Michael Geoffrey Mulroney

Resolution 2 – Director Options to be issued to Mr	Michael Geoffrey Mulroney
Assumptions:	Vesting 12 Months	Vesting 20 Months
Valuation date	12 June 2012	12 June 2012
Market price of Shares	$0.041	$0.041
Exercise price	$0.120	$0.120
Expiry date	23 July 2015	23 July 2015
Life of Director Options (Months)	36	36
Risk free interest rate	6.25%	6.25%
Volatility	87%	87%
Black-Scholes Valuation per Director Option	$0.0142387	$0.0142387
Discount for unlisted status	5%	5%
Discount for vesting conditions	5%	5%
Indicated value per Director Option	$0.0128149	$0.0128149
Number of Director Options to be issued pursuant to Resolution 2 TOTAL VALUE	4,000,000 $51,259.42	6,000,000 $76,889.12

Note: The valuations noted above are not necessarily the market prices that the Director Options could be traded at and they are not automatically the market prices for taxation purposes.

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PROXY FORM

APPOINTMENT OF PROXY VENTUREX RESOURCES LIMITED ABN 28 122 180 205

GENERAL MEETING

I/We

of

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

Appoint

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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 it, at the General Meeting to be held at 10.00am (WST), on 23 July 2012 at The George, 216 St George’s Terrace, Perth, Western Australia, and at any adjournment thereof.

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 3 and 5 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 3 and 5 and that votes cast by the Chair of the General Meeting for Resolutions 3 and 5 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 3 and 5 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 3 and 5.

If no directions are given, the Chair will vote in favour of all the Resolutions in which the Chair is entitled to vote undirected proxies.

OR

Voting on Business of the General Meeting

FOR AGAINST ABSTAIN

Resolution 1 - Re-Election of Michael Geoffrey Mulroney as a Director Resolution 2 - Re-Election of Raymond Joseph Parry as a Director Resolution 3 - Approval for the Issue of Director Options to Mr Michael Geoffrey Mulroney Resolution 4 - Ratification of Prior Placement - Shares Resolution 5 - Non-Executive Directors’ Remuneration

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 to 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): _________

2482-01/637892_2

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.

2.

( 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 must 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) in person to Venturex Resources Limited, Suite 3, Level 1, 127 Cambridge Street, West Leederville WA 6007; or

• (b) post to Venturex Resources Limited, c/- PO Box 1444, West Leederville WA 6901; or

• (c) facsimile to the Company on facsimile number (+61 8) 9463 7836; or

• (d) email to admin@venturexresources.com in pdf form,

so that it is received not later than 10.00am (WST) on 21 July 2012.

Proxy Forms received later than this time will be invalid.

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