Form 603

Corporations Law Section 671B

Notice of initial substantial holder

卫 Company Name/Scheme	Venturex Resources Limited
ACN/ARSN	122 180 205
1. Details of substantial holder (1)
Name	Regent Pacific Group Limited ("Regent Pacific") and each of its related bodies corporate listed in Annexure A, each of which has given authority to Regent Pacific to lodge this notice on its behalf (together, "Regent Pacific Group").
ACN(if applicable)	N/A
The holder became a substantial holder on	16 April 2010

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Persons' votes (5)	Voting power (6)
Fully paid ordinary	80.297.503 shares	80,297,503	13.03%
share

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
Regent Pacific Group	Acquisition of ordinary shares as first tranche of a placement pursuant to a Subscription Agreement between Regent Pacific and Venturex Resources Limited dated 23 March 2010 attached as Annexure B.	80,297,503 fully paid ordinary shares

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant	Registered holder of	Person entitled to be registered as	Class and number of
interest	securities	holder (8)	securities
Regent Pacific Group	Nefco Nomintees Pty ∟imited	Regent Pacific	80,297,503 fully paid ordinary shares

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration (9)		Class and number of securities
		Cash	Non-cash
Regent Pacific Group	16 April 2010	AUD 7 226 775 27	Nil	80,297,503 fully paid ordinary shares

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

$\bullet$ ACNICE an ni lizani -and cable: . ∴N. וווכ a di ka $\sim$ ___	. 1,000 associ: -01 Na. ure. iocialio il ----- __
N/A $-$	N/A .
$\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ . _________ __	---------------

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Regent Pacific	Registered Office: PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands Correspondence Address: Suite 1001, Henley Building, 5
	Queen's Road Central, Hong Kong
Nefco Nominees Pty Limited	GPO Box W2024, Perth WA 6846

Signature

print name	Stella Fung	Company Secretary capacity
sign here	Kenopuli	date 20 April 2010
print name		capacity
sign here		date

DIRECTIONS

(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.
(2) See the definition of "associate" in section 9 of the corporations Law.
See the definition of "relevant interest" in sections 608 and 617B(7) of the Corporations Law. $(3)$
The voting shares of a company constitute one class unless divided into separate classes. $(4)$
The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an $(5)$ associate has a relevant interest in.
The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(6)$
$(7)$ Include details of:
any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any $(a)$ document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of $(b)$ the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Law.

If the substantial holder is unable to determine the identity of the person (eg. If the relevant interest arises because of an option) write "unknown". $(8)$
Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, $(9)$ or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

Annexure "A"

This is Annexure "A" of 1 page referred to in the Form 603: Notice of initial substantial holder given by Regent Pacific Group Limited under section 671B of the Corporations Law.

$P$

Signature of Stella Fung Company Secretary

Dated: 20 April 2010

List of related bodies corporate of Regent Pacific Group Limited

Abagaqi Changjiang Mining Co Ltd. $1.$
Alphorn Management Limited. $2.$
AstroEast.com (Hong Kong) Limited. $3.$
AstroEast.com Limited. $\overline{4}$ .
Amerinvest Coal Industry Holding Company (BVI) Limited. 5.
Amerinvest Coal Industry Holding Company (Hong Kong) Limited. 6.
Amerinvest Coal Industry Holding Company Limited. 7.
1. Capital Nominees Limited.
GeoMin Tech Consultants Limited. 9.
Interman Holdings Limited. $10₁$
$11.$ Interman Limited.
MinMetallurgical Consultants Limited. $12.$
Regent (Australia) Limited. $13.$
Regent Coal (Beijing) Consulting Limited. $14.$
1. Regent Coal (BVI) Limited.
Regent Coal (HK) Limited. 16.
Regent Coal (Cayman) Limited. (formerly CCEC Sheng Li Limited.) $17.$
Regent Coal (Holdings) Limited. 18.
1. Regent Corporate Finance Limited.
Regent Financial Services Limited. 20.
Regent Fund Management (Asia) Limited. $21.$
1. Regent Fund Management Limited.
Regent Metals Holdings Limited. 23.
Regent Metals (Jersey) Limited. 24.
Regent Metals Limited. 25.
Regent Minerals Limited. 26.
1. Regent Pacific Group (Hong Kong) Limited.
RPG (Bahamas) Limited. 28.
RPG Investments I Limited. 29.
Simao Regent Minerals Limited. 30.
Xin Jiang Regent Coal Limited. $31.$

Annexure "B"

This is Annexure "B" of 39 pages referred to in the Form 603: Notice of initial substantial holder given by Regent Pacific Group Limited under section 671B of the Corporations Law.

$\lambda$ $\ell^{\lambda}$

Signature of Stella Fung Company Secretary

Dated: 20 April 2010

VENTUREX RESOURCES LIMITED ACN 122 180 205 (Company)

and

REGENT PACIFIC GROUP LIMITED a company incorporated in the Cayman Islands (Subscriber)

SUBSCRIPTION AGREEMENT

$\mathcal{L}^{\text{max}}{\text{max}}$ and $\mathcal{L}^{\text{max}}{\text{max}}$

1.		DEFINITIONS AND INTERPRETATION
	1.1 1.2	Definitions Interpretation
2.		CONDITIONS
	2.1 2.2 2.3 2.4	Conditions Failure to satisfy the Conditions Waiver Second General Meeting
3.		SUBSCRIPTION FOR AND ISSUE OF SECURITIES
	3.1 3.2 3.3 3.4 3.5	Subscription for Securities Issue of Securities Securities Entry in register Use of Subscription Amount
4.		QUOTATION AND RELEASE
5.		WARRANTIES
6.	5.1 5.2 5.3 5.4 5.5 5.6 5.7 5.8 5.9 5.10	General representations and warranties Corporate representations and warranties Representations and warranties in relation to the Projects 13 Representations and warranties in relation to the Securities 14 Representations and warranties repeated Notice of Breach Survival of Warranties Acknowledgements Warranties by the Subscriber Maximum liability SUBSCRIPTION FEE
7.		UNDERTAKINGS AND COVENANTS
	7.1 7.2 7.3	Project Undertakings Other information Negative Covenant
8.		FUNDING OF FUTURE ACQUISITIONS
9.		ANNOUNCEMENTS AND CONFIDENTIALITY
	9.1 9.2	Agreed announcement Confidentiality
10.		NOTICES
	10.1 10.2 10.3 10.4	Requirements for Notice Address of Parties Change of Address Receipt of Notice
11.		FURTHER ASSURANCE
12.		GOVERNING LAW
13.		VARIATION
14.	COSTS
15.		MISCELLANEOUS

15.1 Severance
15.2 Entire Agreement
15.3 Counterparts
15.4 Time

$\langle \cdot \rangle$

THIS AGREEMENT is made the 23rd of March 2010

BETWEEN

VENTUREX RESOURCES LIMITED (ACN 122 180 205) of Suite 3, Level 1, 127 Cambridge Street, West Leederville, Western Australia (Company);

AND

REGENT PACIFIC GROUP LIMITED incorporated in the Cayman Islands, of PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (Subscriber).

RECITALS

А. The Company has agreed to cause the issue of the Securities to the Subscriber.
В. The Parties enter into this Agreement to record the matters agreed between them.

IT IS AGREED as follows:

$\mathbf{1}$ . DEFINITIONS AND INTERPRETATION

$1.1$ Definitions

In this Agreement:

Accounting Standards means generally accepted accounting principles in Australia.

Accounts means balance sheets, income statements and cash flow statements (or any like financial statements, in each case) together with statements, reports and notes (including directors' reports, directors' statements and auditors' reports (if any)) attached to or intended to be read with any of those balance sheets, income statements or cash flow statements.

Agreement means the agreement constituted by this document and includes the recitals.

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

Business Day means a day that is not a Saturday, Sunday or public holiday.

Condition No. 1 has the meaning in clause 2.1(a).

Condition No. 2 has the meaning in clause 2.1(b).

Condition No. 3 has the meaning in clause 2.1(c).

Control of a corporation includes the direct or indirect power to directly or indirectly:

direct the management or policies of the corporation: $(a)$
$(b)$ control the membership of the board of directors;
cast or control the casting of more than 50% of the votes that may be $(c)$ cast at a general meeting of stockholders of the corporation; or
$(d)$ hold more than 50% of the issued share capital of the corporation,

whether or not the power has statutory, legal or equitable force or is based on statutory, legal or equitable rights and whether or not it arises by means of trusts, agreements, arrangements, understandings, practices, the ownership of any interest in shares or stock of the corporation or otherwise.

Controller means a "controller" as defined in section 9 of the Corporations Act.

Convertible Loan Facility Agreements means:

the Convertible Loan Facility Agreement Venturex (Argonaut) dated $(a)$ on or about 10 February 2010 between Argonaut Equity Partners Pty Ltd, Venturex Resources Limited and Straits (Whim Creek) Pty Ltd; and
$(b)$ Convertible Loan Facility Agreement - Venturex (Macquarie) dated on or about 10 February2010 between MBL, Venturex Resources Limited and Straits (Whim Creek) Pty Ltd.

Corporations Act means the Corporations Act 2001 (Cth).

Costs include costs, charges and expenses, including those incurred in connection with advisers.

Diluted Respective Proportion has the meaning in clause 7.3(c).

Encumbrance means a mortgage, charge, pledge, lien, encumbrance, security interest, title retention, preferential right, trust arrangement, contractual right of set-off or other agreement or arrangement in favour of any person by way of security for the payment of a debt or other monetary obligation or the performance of another obligation.

Event of Insolvency means:

a receiver, manager, receiver_sand manager, trustee, administrator, $(a)$ Controller or similar officer is appointed in respect of a person or any asset of a person;
$(b)$ a liquidator or provisional liquidator is appointed in respect of a corporation;
any application (not being an application withdrawn, stayed or $(c)$ dismissed within 14 days) is made to a court for an order, or an order is made, or a meeting is convened, or a resolution is passed, for the purpose of:
$(i)$ appointing a person referred to in paragraphs (a) or (b);
$(iii)$ winding up a corporation; or
$(iii)$ proposing or implementing a scheme of arrangement otherwise than for the purpose of an amalgamation or reconstruction which has the prior written consent of the Subscriber;
any event or conduct occurs which would enable a court to grant a $(d)$ petition, or an order is made, for the bankruptcy of an individual or his estate under any Insolvency Provision;
a moratorium of any debts of a person, or an official assignment or a $(e)$ composition or an arrangement (formal or informal) with a person's creditors, or any similar proceeding or arrangement by which the assets of a person are subjected conditionally or unconditionally to the control of that person's creditors or a trustee (otherwise than for the purpose of an amalaamation or reconstruction which has the prior written consent of the Subscriber) is ordered, declared, or agreed to, or is applied for and the application is not withdrawn or dismissed within 14 days; or
$(f)$ a person:
$(i)$ becomes;
$(iii)$ admits in writing that it is:
is declared to be; or $(iii)$
$(iv)$ is deemed under any applicable law to be,

insolvent or unable to pay its debts; or

any writ of execution, garnishee order, mareva injunction or similar $(g)$ order, attachment, distress or other process in any amount of greater than \$100,000 is made, levied or issued against (or in relation to) any asset of a person and is not withdrawn, stayed or set aside within 14 days or is being dealt with to the satisfaction of the Subscriber.

Excluded Issue means an issue of Securities to the Company's employees from time to time in accordance with the terms of the Company's employee share option plan, provided that such issue under the employee share option plan (when aggregated with all offers under any employee share option plan) does not exceed 5% of the number of issued Shares of Company as at the Executed Date.

Execution Date means the date this Agreement has been signed by both Parties.

Financial Liability means any indebtedness or other monetary liability in respect of any financial accommodation, trade creditors and accruals, credit arrangement, hedging, finance lease, hire purchase arrangement or any guarantee or other assurance or like obligation given in respect of that indebtedness or other monetary liability, irrespective of whether that indebtedness or monetary liability is:

$(a)$ present or future;

$(b)$ actual, prospective, contingent or otherwise;
at any time ascertained or unascertained: $(c)$
owed or incurred alone or severally or jointly or both with another $(d)$ person: or
a combination of the above. $(e)$

Financing Options means the 31,578,947 options granted to Macquarie Bank Limited and the 10,526,316 options granted to Argonaut Equity Partners Pty Limited by the Company on or around January 2010 over new Shares as consideration for the facilities provided to the Company under the Convertible Loan Facility Agreements.

First General Meeting means the general meeting of the Company's shareholders to be held on 15 April 2010 (or such date as adjourned), as convened by Notice of Meeting dated 15 March 2010, at which the resolutions contained in the Notice of Meeting are carried.

Government Authority means any government or any governmental or semigovernmental entity, authority, agency, commission, corporation or body (including those constituted or formed under any Statute).

Group Member means the Company and each Subsidiary.

Insolvency Provision means any Statute, relating to insolvency, sequestration, liquidation or bankruptcy (including any law relating to the avoidance of conveyances in fraud of creditors or of preferences, and any law under which a liquidator or trustee in bankruptcy may set aside or avoid transactions) and any provision of any agreement, arrangement or scheme, formal or informal, relating to the administration of any of the assets of any person.

Liberty-Indee Project means the Company's 70% interest (and 90% interest on the decision to mine) in the Liberty-Indee Project, located approximately 30 kilometres south of the Whim Creek Project in the Pilbara Region of Western Australia.

Licence means each licence, approval, authorisation, certificate, document, registration, permission, privilege, permit, authority or consent which is issued or held in connection with a Project, or the Company's business or premises, or held by the Company, or which is necessary or desirable in respect of such Project or the Company's business (including any variation or renewal of any Licence).

Listing Rules means the official Listing Rules of ASX.

Material Adverse Effect means something which has, or in the reasonable opinion of the Subscriber may have, a material adverse effect on:

the Company's ability to comply with its obligations under this $(a)$ Agreement;

$(b)$ the Subscriber's rights under this Agreement;
$(c)$ the business, condition (whether financial or otherwise), operations, performance (whether financial or otherwise), assets or prospects of a Group Member: or
$(d)$ any or all of the Projects.

MBL means Macquarie Bank Limited.

Mineral Rights means in respect to a Project any present or future right, title or interest in, to or under:

a Project Tenement; $(a)$
any approval from any Government Authority for a Project; $(b)$
any present or future right, title, interest, lease, licence, claim, permit or $\left( \text{c} \right)$ other authority which confers, or may confer, on a Group Member in connection with a Project, a right to explore, develop or utilise mineral resources or otherwise to prospect or explore for, mine, process, or stockpile any ore or other metals or minerals, or which is otherwise necessary or desirable for the development or operation of a Project;
without limiting the above, any other present or future right, title interest, $(d)$ lease, licence, claim, permit or other authority held by or on behalf of a Group Member in respect of land which is situated outside the land of a Project, but which is to be used in connection with a Project, whether or not on land covered by or the subject of any Mineral Right referred to above:
any present or future renewal, extension, modification, substitution, $(e)$ amalgamation, subdivision or variation of any of the rights referred to in paragraphs (a) to (d) above (whether extending over the same or a areater or lesser area); and
any present or future application for or interest in any of the above, $(f)$ which confers or which, when granted, will confer the same or similar rights.

New Issue means an offer to issue, or the issue of, New Securities save and except pursuant to a takeover (whether by way of scheme of arrangement or takeover bid when the Company acquires (on an unconditional basis) not less than 50% of the relevant target company).

New Securities has the meaning given to securities in section 92 of the Corporations Act.

Notice of Meeting means a notice of meeting of the Company.

Party means a Party to this Agreement and Parties has a corresponding meaning.

Permitted Encumbrances means the following Encumbrances:

securities granted under a Convertible Loan Facility Agreement; $(a)$

the conditions on which the Mineral Rights are issued and any $(b)$ conditions imposed on the Mineral Rights under the Mining Law, including without limitation all environmental bonds in respect of the Project Tenements:
security granted to MBL of approximately \$1,520,000 (as adjusted by $\mathcal{L}$ Statute from time to time) in respect of the performance bond facility held by MBL for the environmental bonds on Project Tenements;
$(d)$ securities arising out of the Company's negotiation of compensation payments to traditional land owners in the ordinary course of its business:
liens arising by operation of law in the ordinary course of day-to-day $(e)$ trading and securing obligations not more than 30 days old;
a banker's lien arising by operation of law or practice over money $(f)$ deposited with a banker in the ordinary course of ordinary business;
Encumbrances constituted by title retention in connection with the $(g)$ acquisition of goods in the ordinary and usual course of business provided that there is no default in the obligation to pay for the goods when due and payable;
Encumbrances created by Statute in favour of a Government Authority $(h)$ securing the payment of Taxes except as created because of any failure to duly pay any Taxes;
such other Encumbrances as are required for the operation of a Project $(i)$ and have been approved in writing by the Subscriber;
any Encumbrances that have been approved in writing by the (j) Subscriber; and
any Encumbrances granted by a Group Member in the ordinary course $(k)$ of its ordinary business which, when aggregated with the Encumbrances set out above at paragraphs (a) to (e), (g) and (h) above, secure amounts not exceeding \$100,000 in aggregate.

Projects mean the projects of each Group Member situated on the Project Tenements, including the Whim Creek Project and the Liberty-Indee Project.

Project Tenements mean the tenements in Schedule 1.

Respective Proportion means, at any given time, the proportion that the Subscriber's shareholding in the Company bears to the total number of issued capital of the Company on a fully diluted basis (save and except in respect of any Shares issued or to be issued following the exercise of any Financing Options and the other issued options granted prior to the date hereof and included in the Appendix 3B lodged with ASX on 16 February 2010).

Second General Meeting means a general meeting of the Company's shareholders to be held as soon as practicable following the Execution Date (in compliance with clause 2), at which shareholder approval is given for the purposes of:

Listing Rule 7.4 for the issue of the Tranche 1 Securities; and $(a)$

$(b)$ Listing Rule 7.1 for the issue of the Tranche 2 Securities; and
$(c)$ Listing Rule 7.1 and 10.1 (if applicable) for the grant and issue of the convertible note contemplated in Schedule 2 hereto.

Securities mean the Tranche 1 Securities and the Tranche 2 Securities, or either of those tranches, as the context requires.

SEHK means The Stock Exchange of Hong Kong Limited.

SEHK Listing Rules means the official listing rules of the SEHK.

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

Share Price means the price of a Share calculated by the market price of the Shares as determined by the volume weighted average price of the Shares on ASX over a period of thirty (30) days on which sales in the Shares were recorded prior to the date of calculation.

Statute means, as the context requires, any legislation of the parliament of the Commonwealth of Australia (or of any state or territory of the Commonwealth of Australia) in force at any time, and any rule, regulation, ordinance, by-law, statutory document, order or notice at any time made under that legislation.

Subscriber Issue has the meaning in clause 7.3(a).

Subscription Price means 9 cents (A\$0.09).

Subsidiary means:

SWC: (a)
Juranium Pty Ltd ACN 126 229 605; $(b)$
Jutt Resources Pty Ltd ACN 119 345 327; $\mathsf{C}\mathsf{C}$
$(d)$ CMG Gold Ltd ACN 120 124 727; and
any other subsidiary of the Company (as defined in section 9 of the $(e)$ Corporations Act).

SWC means Straits (Whim Creek) Pty Ltd ABN 31 071 748 911.

Taxes means all present and future taxes, levies, imposts, deductions, charges, fees and withholdings levied or assessed by a Government Authority, in each case plus interest, related penalties, and any charges, fees or other amounts in respect of any of them.

Tranche 1 Securities means 80,297,503 Shares.

Tranche 1 Subscription Amount means the amount determined by multiplying the Tranche 1 Securities by the Subscription Price.

Tranche 1 Subscription Date means the first Business Day after the First General Meeting, or such later date as agreed by the Parties in writing.

Tranche 2 Securities means 53,614,347 Shares.

Tranche 2 Subscription Amount means the amount determined by multiplying the Tranche 2 Securities by the Subscription Price.

Tranche 2 Subscription Date means the first Business Date after the Second General Meeting, or such later date as agreed by the Parties in writing.

Whim Creek Project means the Whim Creek Copper Project, located between Karratha and Port Hedland Western Australia and comprising the 'Whim Creek'. 'Balla Balla', 'Salt Creek' and 'Mons Cupri' deposits, together with any and all surrounding exploration tenements.

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

$1.2$ Interpretation

In this Agreement, unless the context otherwise requires:

headings are for convenience only and do not affect its interpretation; $(a)$
$(b)$ an obligation or liability assumed by, or a right conferred on, 2 or more Parties binds or benefits all of them jointly and each of them severally;
the expression person includes an individual, the estate of an individual, $(c)$ a corporation, an authority, an association or joint venture (whether incorporated or unincorporated), a partnership and a trust;
a reference to any Party includes that Party's executors, administrators, $(d)$ successors and permitted assigns, including any person taking by way of novation:
a reference to any document (including this Agreement) is to that $(e)$ document as varied, novated, ratified or replaced from time to time;
$(f)$ a reference to any statute or to any statutory provision includes any statutory modification or re-enactment of it or any statutory provision substituted for it, and all ordinances, by-laws, regulations, rules and statutory instruments (however described) issued under it;
words importing the singular include the plural (and vice versa) and $(q)$ words indicating a gender include every other gender;
reference to Parties, clauses, schedules, exhibits or annexure are $(h)$ references to Parties, clauses, schedules, exhibits and annexure to or of this Agreement and a reference to this Agreement includes any schedule, exhibit or annexure to this Agreement;
where a word or phrase is given a defined meaning, any other part of ${ii}$ speech or grammatical form of that word or phrase has a corresponding meaning; and
a reference to \$ or dollar is to Australian currency unless otherwise $(i)$ specified.

$\overline{2.}$ CONDITIONS

$2.1$ Conditions

Completion of the subscription and issuance of the Tranche 1 Securities $(a)$ is subject to and conditional on all the requisite resolutions contained in the Notice of Meeting for the First General Meeting being duly approved (Condition No.1).
Completion of the subscription and issuance of the Tranche 2 Securities $(b)$ is subject to and conditional on:
$(i)$ completion of the subscription and issuance of the Tranche 1 Securities on the Tranche 1 Subscription Date; and
all the requisite resolutions contained in the Second General $(ii)$ Meeting for the approval of the Tranche 2 Securities being duly approved.

(Condition No. 2).

Completion of the subscription and issuance of each of the Tranche 1 $(c)$ Securities and the Tranche 2 Securities is subject to and conditional on each of the representations and warranties set out in clauses 5.1 to 5.4 (inclusive) remaining true and accurate and not misleading (Condition $No. 3$ .

$2.2$ Failure to satisfy the Conditions

If Condition No.1 has not been satisfied by the Tranche 1 Subscription $(a)$ Date, this Agreement will automatically terminate and, save for any antecedent breach of any provision of this Agreement, the Parties shall have no claims against each other.
If Condition No. 2 has not been satisfied or waived by 31 May 2010 $(b)$ (Condition No.2 Date), the Parties will negotiate in good faith for a period of 20 Business Days and may agree to extend the Condition No. 2 Date. Following the expiry of the 20 Business Day period, in the event that the Parties have been unable to extend the Condition No.2 Date or reach agreement, the Subscriber shall have no obligation to subscribe for the Tranche 2 Securities. Notwithstanding the foregoing, the Subscriber's obligations to subscribe for the Tranche 2 Securities shall lapse at 5:00pm (WST) on 31 May 2010, without any residual liability or Financial Liability owed by the Subscriber to the Company.
If Condition No. 3 has not been satisfied or waived (in writing) by the $(c)$ Subscriber on the Tranche 1 Subscription Date and the Tranche 2 Subscription Date (as the case may require) and such failure is incapable of cure or has not been cured by the Company within ten Business Days following the giving of written notice of such failure to the Company, the Subscriber may terminate this Agreement by giving written notice to the Company and thereafter will have no obligation to subscribe for any unsubscribed Securities without any residual liability or Financial Liability owed by the Subscriber to the Company.

$2.3$ Waiver

Condition No. 1 and Condition No. 2 are for the benefit of both Parties and cannot be waived. Condition No. 3 can only be waived by the Subscriber.

$2.4$ Second General Meeting

The Company hereby undertakes and agrees to use its best endeavours to satisfy Condition No. 1, Condition No. 2 and Condition No. 3, including (without limitation) using its best endegyours to consult in good faith with the ASX as soon as possible following Execution Date to agree the contents of the Notice of Meeting for the Second General Meeting and thereafter to convene such meeting for a date as close to the Execution Date as is possible under applicable laws and the Company's constitution.

$3.$ SUBSCRIPTION FOR AND ISSUE OF SECURITIES

Subscription for Securities $3.1$

Subject to clause 2, the Subscriber agrees to subscribe for the:

Tranche 1 Securities on the Tranche 1 Subscription Date; and $(a)$
Tranche 2 Securities on the Tranche 2 Subscription Date. $(b)$

$3.2$ Issue of Securities

In consideration of the Subscriber making payment of:

the Tranche 1 Subscription Amount on the Tranche 1 Subscription Date; $(a)$ and
$(b)$ the Tranche 2 Subscription Amount on the Tranche 2 Subscription Date,

in cleared funds, the Company agrees to allot and issue the:

Tranche 1 Securities on the Tranche 1 Subscription Date; and $(c)$
Tranche 2 Securities on the Tranche 2 Subscription Date, $(d)$

to the Subscriber free of Encumbrances and credited as fully paid.

Securities $3.3$

The Subscriber agrees to be bound by the Company's constitution upon $(a)$ issue of the Securities.
The Securities will, from the date of issue, rank in all respects pari passu $(b)$ with the other then existing Shares.

$3.4$ Entry in register

The Company must register the Subscriber as the holder of the Securities in its register of members immediately upon the issue of the Securities under clause 3.2 and issue a holding statement for the Securities to the Subscriber.

$3.5$ Use of Subscription Amount

$(a)$ Within 3 Business Days following the Tranche 2 Subscription Date, the Company agrees to:
$(i)$ use the Tranche 2 Subscription Amount to repay all amounts owed by the Company under the Convertible Loan Facility Agreements:
$(ii)$ terminate the Convertible Loan Facility Agreements; and
procure the full release and discharge of any and all security $(iii)$ and other Encumbrances granted by it in connection with the Convertible Loan Facility Agreements.
If Condition No.2 has not been satisfied by the Tranche 2 Subscription $(b)$ Date, then within 3 Days following the Tranche 2 Subscription Date, the Company agrees to:
$(i)$ use the Tranche 1 Subscription Amount to repay all amounts owed by the Company under the Convertible Loan Facility Agreements;
$(i)$ terminate the Convertible Loan Facility Agreements; and
procure the full release and discharge of any and all security $(iii)$ and other Encumbrances granted by it in connection with the Convertible Loan Facility Agreements.
Without prejudice to (a) and (b) of this clause 3.5 above, the Tranche 1 $(c)$ Subscription Amount and the Tranche 2 Subscription Amount shall be applied (in the following priority):
should Condition No. 2 not be satisfied by the Tranche 2 $(i)$ Subscription Date, in respect of \$2,500,000, towards the exploration work programme;
$(ii)$ should Condition No. 2 be satisfied by the Tranche 2 Subscription Date, in respect of \$6,000,000, towards the exploration work programme; and
the remaining balance, towards general working capital. $(iii)$

$\overline{\mathbf{4}}$ QUOTATION AND RELEASE

The Company acknowledges that it will immediately:

apply for the Securities to be quoted on ASX; and $(a)$
either: $(b)$
$(i)$ within 5 Business Days after the issue of the Securities, execute and lodge with ASX a notice under section 708A(5)(e) of the Corporations Act in respect of the Securities (Cleansing Notice); or
$(ii)$ if the Company is unable to issue a Cleansing Notice for whatever reason, within 10 Business Days after the issue of the

Securities, execute and lodge with ASX a prospectus which complies with Chapter 6D of the Corporations Act in accordance with the requirements of section 708A(11),

to ensure the Securities are freely tradeable.

$\overline{5}$ . WARRANTIES

$5.1$ General representations and warranties

The Company represents and warrants to the Subscriber that:

$(a)$ (Legally binding obligation): its obligations under this Agreement constitute valid and leaglly binding obligations on it and are enforceable in accordance with the terms of this Agreement;
$(b)$ (Execution, delivery and performance): the execution, delivery and performance this Agreement does not violate any Statute, law, the Listing Rules or any document or agreement to which it is a party or which is binding on it or any of its assets;
(Authorisations): all consents, Licences, approvals and authorisations $(c)$ required to be obtained by it in connection with the execution, delivery and performance of this Agreement have been obtained and are valid and subsisting;
$(d)$ (benefit): it benefits by entering into this Agreement;
(no benefit to related party): no person has contravened or will $(e)$ contravene section 208 or section 209 of the Corporations Act by entering into this Agreement or participating in any transaction in connection with this Agreement;
$(f)$ (No litigation): there is no litigation, arbitration, criminal or administrative proceedings affecting it that is current, pending or threatened and which, if adversely determined, could have a Material Adverse Effect, other than any litigation, arbitration, criminal or administrative proceeding or labour dispute the details of which have already been disclosed in writing to the Subscriber;
$(g)$ (Financial Liabilities): it is not in default in the payment of any sum or in the performance or observance of any obligation in respect of any existing Financial Liability;
(Accounts): its most recent Accounts delivered to the Subscriber are a $(h)$ true and fair statements of its financial position as at the date to which they are prepared and disclose or reflect all its actual and contingent liabilities as at that date and have been prepared in accordance with the Accounting Standards;
(consolidated accounts) if it is required to prepare consolidated $(i)$ Accounts under the Corporations Act, the most recent audited consolidated Accounts of the economic entity constituted by it and the entities which it controls last given to the Subscriber are a true and fair statement of the economic entity's financial position as at the date to which they are prepared and disclose or reflect all the economic entity's actual and contingent liabilities as at that date and have been prepared in accordance with the Accounting Standards;
$(i)$ (solvency) no Event of Insolvency has occurred in respect of a Group Member and there are no reasonable grounds to suspect that any Group Member is unable to pay its debts as and when they become due and payable;
$(k)$ (Information): so far as the Company is aware, having made reasonable enquiries, all information relating each Group Member, the Mineral Rights and the Projects provided to the Subscriber in connection with this Agreement is true in all respects and is not, by omission or otherwise, misleading in any respect;
(Statutes): each Group Member has complied in all respects with all $(1)$ Statutes and all lawful requirements of every Government Authority;
$(m)$ (No trusts): it is not the trustee of any trust nor does it hold any property subject to or impressed by any trust; and
$(n)$ (Adverse Change): there has been no change or event with respect to a Group Member or a Project which has had or could have a Material Adverse Effect other than any change or event the details of which have already been disclosed in writing to the Subscriber at or before the Execution Date.

$5.2$ Corporate representations and warranties

The Company represents and warrants to the Subscriber that:

(Due incorporation): it is duly incorporated and has the corporate $(a)$ power to own its property and to carry on its business as is now being conducted;
$(b)$ (Constitution): the execution, delivery and performance of the this Agreement does not violate its constitution and the Listing Rules;
(Corporate power): it has the power, and has taken all corporate and $(c)$ other action required, to enter into this Agreement and to authorise the execution and delivery of this Agreement and the performance of its obligations (and dealing) under this Agreement;
$(d)$ (Filings): it has filed all corporate notices and effected all registrations with ASIC, and all of those filings and registrations are current, complete and accurate: and
(Continuous Disclosure): it has complied with its continuous disclosure $(e)$ requirements under the Corporations Act and the Listing Rules.

5.3 Representations and warranties in relation to the Projects

The Company represents and warrants to the Subscriber that:

$(a)$ (Shareholding) the Company is the sole legal and beneficial owner, free from Encumbrances other than Permitted Encumbrances, of 100% of the issued share capital in the Subsidiaries;
$(b)$ (interest in Projects and the Mineral Rights): a Group Member is the sole legal and beneficial owner, free from Encumbrances other than Permitted Encumbrances, of each Project and the Mineral Rights unless disclosed in this Agreement;
$(c)$ (Project agreements): no Group Member has entered into any agreement, arrangement or understanding, written or unwritten with any other person relating to a Project except in the normal course of the business of that Project or as otherwise disclosed in writing to and consented to by the Subscriber; and
$(d)$ (No Royalties): save as otherwise disclosed in Schedule 3 hereto, no Group Member is liable (whether now or in the future on an actual contingent basis) to pay any royalty nor do they have any undisclosed Financial Liability as at the Execution Date (whether commercial or government owed) in respect of a Project whatsoever.
$(e)$ (Project Tenements): the Project Tenements disclosed in Schedule 1 are a full and complete list of all exploration, mining and miscellaneous concessions each Group Member.

$5.4$ Representations and warranties in relation to the Securities

The Company represents and warrants to the Subscriber that:

$(a)$ (Grant of Securities): the Company has obtained all authorisations and approvals which are required from its directors and shareholders that are necessary for it to enter into and perform its obligations under this Agreement as at the Execution Date save and except for those authorisations and approvals which are disclosed in this Agreement; and
(Securities fully paid): the Securities, when issued under the terms of this $(b)$ Agreement, will be fully paid and free from Encumbrances.

$5.5$ Representations and warranties repeated

Each representation and warranty in clauses 5.1, 5.2, 5.3 and 5.4 is made on the Execution Date and repeated on each of the Tranche 1 Subscription Date and the Tranche 2 Subscription Date.

5.6 Notice of Breach

For the duration of the period within which a Party may claim for breach of representation or warranty under this clause 5, all Parties must as soon as reasonably practicable give notice in writing to the other Party of any breach of representation or warranty. Such notification does not limit or affect the liability of the notifying Party for any such breach.

$5.7$ Survival of Warranties

The warranties will survive the issue of the Securities and continue in full force and effect for the benefit of a Party for a period of 18 months from the Tranche 2 Subscription Date. Liability for breach of any representation or warranty or warranty herein is not confined to breaches discovered before the Tranche 2 Subscription Date.

5.8 Acknowledgements

Each Party acknowledges that:

the other Party has entered into this Agreement in reliance on the $(a)$ representations and warranties made by it under this Agreement; and

$(b)$ the representations and warranties made by it under this Agreement were given with the intention of inducing the other Party to enter into this Agreement.

5.9 Warranties by the Subscriber

The Subscriber represents and warrants to the Company that:

(Registration): it is a corporation having limited liability, registered (or $(a)$ taken to be registered) and validly existing under the laws of the jurisdiction in which the Subscriber is incorporated (Foreign Jurisdiction);
(Authority): it has full power and authority to enter into this Agreement $(b)$ and to perform its obligations under it;
(Corporate authorisations): it has fulfilled all legal and regulatory $|C|$ requirements with regard to the subscription for the Securities, including without limitation complying with the applicable securities laws of the Foreian Jurisdiction and receives the offer so that the Company may offer or issue the Securities to the Subscriber without the Company having to file any prospectus, offering memorandum or other disclosure document under any applicable securities laws of the Foreign Jurisdiction; and
(Binding obligations): this Agreement constitutes its legal, valid and $(d)$ binding obligations and is enforceable in accordance with its terms.

5.10 Maximum liability

$(\alpha)$ The Subscriber's maximum liability to the Company for all claims under or in relation to a breach by the Subscriber of clause 5 of this Agreement is limited to the aggregate of the Tranche 1 Subscription Amount and the Tranche 2 Subscription Amount.
$(b)$ The Company's maximum liability to the Subscriber for all claims under or in relation to a breach by the Company of clause 5 of this Agreement (save and except for beaches of clauses 5.1(a), 5.1(b), 5.2(a), 5.2(b), 5.2(c), 5.3(a), 5.3(b), 5.3(e) and 5.4 of this Agreement to which this clause 5.10(b) will not apply) is limited to the aggregate of the Tranche 1 Subscription Amount and the Tranche 2 Subscription Amount.

SUBSCRIPTION FEE $\boldsymbol{b}$ .

The Company must pay to the Subscriber on or before the Tranche 2 Subscription Date in cleared funds the subscription fee of 0.5% of the aggregate of the Tranche 1 Subscription Amount and Tranche 2 Subscription Amount, being \$60,260 plus the aggregate of an amount equal to the amount or amounts then due pursuant to clause 14.

$\overline{7}$ . UNDERTAKINGS AND COVENANTS

$7.1$ Project Undertakings

The Company undertakes (and undertakes to further procure and ensure that each other Group Member and any other relevant project company will):

(No cancellation etc): not allow any Mineral Right, lease or Licence $(\alpha)$ containing ore reserves or resources relating to a Project to be cancelled, suspended, reduced, surrendered (unless conditional on the grant of a substitute Mineral Right), defaulted against or transferred. other than with the prior written consent of the Subscriber;

(b) (Approvals): maintain all Licences necessary for the conduct of exploration and feasibility studies on the Mineral Rights and, if it decides to commence a commercial mining operation on them, will obtain and maintain Licences necessary to construct and operate a commercial mining operation in respect of the Mineral Rights and that Project;
$(c)$ (Apply): apply for and obtain each Licence which is not held in respect of a Project but which is required by law or by the Subscriber to be held;
(Renew): on or before the time and in the manner prescribed by the ${d}$ relevant Statute for each Licence, apply for and procure the renewal of the Licence, and pay or cause to be paid the renewal fees and other sums required in respect of the Licence or its renewal of the Licence within the time allowed and in the manner prescribed by the Statute;
$(e)$ (Production of the Licence): upon request, produce to the Subscriber a copy of each Licence and of all receipts for payments in relation to each Licence:
(No surrender etc): not do, allow or suffer any act, matter or thing as a $(f)$ result of which any Licence is or may be surrendered, forfeited, withdrawn, cancelled, refused or rendered void, or in relation to which the holder of any Licence is disqualified (permanently or temporarily) from receiving or continuing to hold a Licence;
$(g)$ (No removal etc): not remove from the business, surrender or concur in the transfer of any Licence to any person, without the prior written consent of the Subscriber if such transfer may, in the Subscriber's opinion, have a Material Adverse Effect;
$(h)$ (Notification): give written notice to the Subscriber within 24 hours after the happening of any event which renders any Licence liable to be terminated:
(Comply with Statutes): procure that the holder of any Licence complies $(i)$ with all Statutes and all lawful requirements of every Government Authority in relation to the Licence or otherwise do all things required of the holder: and
$(i)$ (Renewal of Mineral Rights): from time to time do all things necessary to maintain and renew the Mineral Rights, or to procure the granting of any mineral rights in substitution or renewal of the Mineral Rights, in accordance with the Mining Law and any other relevant Statute.

$7.2$ Other information

The Company undertakes (and undertakes to further procure and ensure, including, by way of exercise of voting control, that each Subsidiary and any other relevant project companies will) to provide to the Subscriber as soon as practicable following a request by the Subscriber such information, certificates, authorisations and documents relating to the Company, a Subsidiary or a Projects as the Subscriber may in its absolute discretion require.

$7.3$ Negative Covenant

At any time on or before the date which is 2 years after the Execution $(a)$ Date, the Company will not make a New Issue to any person, other than an Excluded Issue, without the consent of the Subscriber. The Subscriber must not withhold its consent to a New Issue if the Company allows the Subscriber to participate in such New Issue (Subscriber Issue) on the following terms:
$(i)$ the Company shall offer the Subscriber in writing that number of New Securities required to enable the Subscriber to maintain its Respective Proportion in the Company immediately after the completion of the issue of the New Securities under the New Issue and Subscriber Issue:
$(ii)$ if the consideration of the New Issue or any part thereof comprises of non-cash, then:
- $(A)$ if the New Securities in the New Issue are Shares, the Subscriber Issue will include a cash equivalent basis for each Share under the Subscriber Issue at the Share Price calculated on the date the Subscriber is notified of the New Issue, or
- if the New Securities in the New Issue are not Shares. $(B)$ the Parties will agree a cash equivalent fair market value for each New Security under the Subscriber Issue that is not a Share. If the Parties cannot agree such cash equivalent fair market value within 10 Business Days of making the Subscriber Issue (or any other date agreed by the Parties) the Parties will appoint a reputable independent expert (which the Parties hereby acknowledge and agree includes the Perth office of UBS Investment Bank) to determine the cash equivalent fair market value. In each case all costs will be shared equally between the Parties; and
$(iii)$ save and except as referred to in clause $7.3(a)(ii)$ , the New Issue and Subscriber Issue will be on identical terms and conditions including (without limitation) the following:
- $(A)$ completion of the issue of the New Securities under the Issue and Subscriber Issue must New occur contemporaneously; and
- $(B)$ if the Subscriber Issue requires the approval of the Company shareholders then the New Issue shall also require the approval of Company shareholders at the same meeting.
$(b)$ If the Subscriber wishes to participate in the Subscriber Issue, the Subscriber must notify the Company in writing within 10 Business Days following receipt of notification of the Subscriber Issue.
$(c)$ If the Subscriber does not participate in the Subscriber Issue and, as a result, the Subscriber's Respective Proportion is diluted (Diluted Respective Proportion), any subsequent Subscriber Issue will be by reference to the Diluted Respective Proportion.

$\mathbf{a}$ FUNDING OF FUTURE ACQUISITIONS

The Company undertakes from the Execution Date: $(a)$
that the Subscriber shall have the sole and exclusive right to ${ij}$ provide the funding for the Company's future acquisition and development activities; and
that the Company, its Subsidiaries, associates, officers, $(ii)$ employees, agents, consultants, investment bankers, lawyers and other advisers shall not, make any initial or further approach to, entertain any approach from, or enter into or continue negotiations with, any other person with a view to provide funding for the matters referred to in subclause $8(a)(i)$ above.

in each case in respect of up to the first \$15 million of associated funding. The exclusivity and other rights and obligations set out in this clause 8(a) shall survive until 30 September 2010 unless otherwise agreed between the Parties.

$(b)$ The funding by the Subscriber contemplated by this clause 8 shall be provided on terms and conditions that are to be agreed by reference to the indicative and non-binding term and conditions in Schedule 2.

9. ANNOUNCEMENTS AND CONFIDENTIALITY

$9.1$ Agreed announcement

After the Execution Date and in compliance with the Listing Rules and SEHK Listing Rules, as appropriate the Company and the Subscriber will make an announcement on the key terms of the Agreement to ASX and SEHK.

$9.2$ Confidentiality

Each Party agrees to keep confidential the terms of this Agreement and the contents of all negotiations leading up to its preparation and will not disclose or discuss any of that information without the prior written approval of the other Party, except in the following circumstances:

$(a)$ as specifically contemplated by this Agreement;
to the extent required by applicable law; $(b)$
to the extent required by any relevant securities exchange; and $\left( c\right)$
to enforce or conduct a claim in relation to this Agreement. $(d)$

10. NOTICES

$10.1$ Requirements for Notice

Each notice authorised or required to be given to a Party shall be in writing and may be delivered personally or sent by properly addressed and prepaid mail or facsimile in each case addressed to the Party at its address in clause 10.2, or as the case may be to such other address as it may from time to time notify to the other Parties pursuant to clause 10.2.

$10.2$ Address of Parties

The initial address of the Parties shall be as follows:

In the case of the Company:

Suite 3, Level 1, 127 Cambridge Street West Leederville WA 6007 AUSTRALIA

Facsimile: +61894637836 Attention: The Company Secretary

In the case of the Subscriber:

Original to:

PO Box 309, Ugland House Grand Cayman KY1-1104 CAYMAN ISLANDS

Copy to:

Suite 1401, Henley Building 5 Queen's Road Central HONG KONG

Facsimile: +852 2509 0827 Attention: The Company Secretary

10.3 Change of Address

Each Party may from time to time change its address by giving notice pursuant to clause 6 to the other Parties.

$10.4$ Receipt of Notice

Any notice given pursuant to clause 6 will be conclusively deemed to have been received:

in the case of personal delivery, on the actual day of delivery if $(\alpha)$ delivered prior to 5:00 pm (local time) on a Business Day or on the next following Business Day if delivered after 5:00 pm (local time) on a Business Day or on other than a Business Day;
$(b)$ if sent by mail, on the seventh clear Business Day after the day of posting; or
if sent by facsimile, on the day the facsimile was sent by clear $(c)$ transmission.

$11.$ FURTHER ASSURANCE

Each Party shall sign, execute and do all deeds, acts, documents and things as may reasonably be required by the other Party to effectively carry out and give effect to the terms and intentions of this Agreement.

$12₁$ GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the law from time to time in the State of Western Australia and the Parties agree to submit to the non-exclusive jurisdiction of the courts of Western Australia and the courts which hear appeals therefrom.

$13.$ VARIATION

No modification or alteration of the terms of this Agreement shall be binding unless made in writing dated subsequent to the Execution Date and duly executed by the Parties.

$14.$ COSTS

The Company must on demand reimburse the Subscriber for and keep $(a)$ the Subscriber indemnified against all Costs, including legal fees, costs and disbursements (on a solicitor/own client basis) incurred by the Subscriber in connection with:
$(i)$ (Preparation): the preparation, negotiation and execution of this Agreement and any subsequent consent, agreement, waiver, amendment to or discharge of this Agreement; and
$(ii)$ (Enforcement): the exercise, enforcement, preservation (or attempted exercise, enforcement or preservation) of any rights under this Agreement.
$(b)$ The Company will bear the cost of its compliance with this Agreement.

$15.$ MISCELLANEOUS

$15.1$ Severance

If any provision of this Agreement is invalid and not enforceable in accordance with its terms, all other provisions which are self-sustaining and capable of separate enforcement without regard to the invalid provision, shall be and continue to be valid and forceful in accordance with their terms.

$15.2$ Entire Agreement

This Agreement shall constitute the sole understanding of the Parties with respect to the subject matter and replaces all other agreements with respect thereto.

15.3 Counterparts

This Agreement may be executed in any number of counterparts (including by way of facsimile) each of which shall be deemed for all purposes to be an original and all such counterparts taken together shall be deemed to constitute one and the same instrument.

15.4 Time

Time shall be of the essence in this Agreement in all respects.

EXECUTED by the Parties as an agreement.

EXECUTED BY ľ VENTUREX RESOURCES LIMITED ACN 122 180 205 in accordance with the Corporations Act: ľ Director Director/Secretary

EXECUTED BY REGENT PACIFIC GROUP LIMITED in accordance with its constituent documents and place of formation:

Director

Director/Secretary

EXECUTED by the Parties as an agreement.

EXECUTED BY VENTUREX RESOURCES LIMITED ACN 122 180 205 in accordance with the Corporations Act: $\mathbf{I}$

$\mathbf{I}$

Director

Director/Secretary

EXECUTED BY REGENT PACIFIC GROUP LIMITED in accordance with its constituent documents and place of formation:

'CvI Director 石

Director/Secretary

Subscription Agreement

SCHEDULE 1 - MINING TENEMENTS

TENEMENT LISTING

Project	Tenement No.	identifler	Area	Area type	Holder
Whim Creek	E 47/924	Depuch Regional	24.00	BLK	Straits (Whim Creek) Pty Ltd
Whim Creek	E 47/976	Whim Creek Regional	42.00	BLK	Straits (Whim Creek) Pty Ltd
Whim Creek	E 47/1088	Depuch Regional	5.00	BLK	Straits (Whim Creek) Ply Ltd
Whim Creek	M 47/236	ML ₁	963.35	HA	Straits (Whim Creek) Ply Ltd
Whim Creek	M 47/237	ML2	411.35	HA	Straits (Whim Creek) Plv Ltd
Whim Creek	M 47/238	ML3 Mons Cupri	980.30	HA	Straits (Whim Creek) Ply Lld
Whim Creek	M 47/443	ML4	40.47	HA	Straits (Whim Creek) Pty Ltd
Whim Creek	47/36	Gas Pipeline Road	6.30	HA	Straits (Whim Creek) Ptv Ltd
Whim Creek	GI47/1233	Tails Dam Infrastructure	45.82	$H$ A	Straits (Whim Creek) Pty Ltd
Whim Creek	M47/323	Salt Creek	363.30	HA	Straits (Whim Creek) Pty Ltd
Whim Creek	M47/324	Salt Creek	484.20	HA	Straits (Whim Creek) Pty Ltd
Whim Creek	Lot 58 Dep Plan 189890	Whim Creek Hotel	7.45	HA	Straits (Whim Creek) Ptv Ltd
Whim Creek	Lot 71	North Location 71 Crown Grant	40.47	HA	Straits (Whim Creek) Ptv Ltd
Liberty-Indee	타47/1209	Liberty-Indee	18.00	BLK	Ourwest Corporation Ltd (70% held ov Juli Resources Plv Ltd)
Liberty-Indee	E 47/1796	Liberty-indee	6.00	BLK	Ourwest Corporation Ltd (70% held by Jutt Resources Ply Ltd)
Kooline	E08/1515	Kooline	8.00	BLK	Venturex Resources Ltd
Tarrawarra	El08/1737	Tarrawarra	9.00	BLK	Venturex Resources Ltd
Brazil	E866127/2007	Serrinha	5193.95	НA	Jonas Ferreira Da Silva
Brazil	E 866505/2004	Jatobá	679.39	HA	CMG Mineracao Ltda
Brazil	E1866020/2007	Jaiobá	8333.98	HA	GMG Mineracao Ltda
Brazil	E1866855/2006	Tangue Fundo	1124.50	HA	Tecgeo - Geologica, Eng E Meio Ambiente Ltda - ME
Brazil	ELA 866239/2008	Tanque Fundo	2764.73	HA	CMG Mineracao Ltda
Brazil	E1867376/2008	Tangue Fundo	128.01	HA	CMG Mineracao Ltda
Brazil	ELA 867377/2008	Tanque Fundo	391.68	HA	CMG Mineracao Ltda
Brazil	E866691/2003	Rio Pombo	1677.68	HA	CMG Mineracao Ltda
Brazil	터866692/2003	Rio Pombo	2107.10	HA	CMG Mineracao Ltda
Brazil	E 866943/2005	Rio Pombo	37.48	HA	CMG Mineracao Ltda
Brazil	티866238/2008	Rio Pombo	1688,41	HA	CMG Mineracao Lida
Brazil	M 800369/1977	St Elina	9819.44	HA	Jayme Vicente Valadares - ME
Brazil	E 866718/2008	Colider	9866.62	HA	CMG Mineracao Lida
Brazil	E 866719/2008	Colider	9505.30	HA	CMG Mineracao Ltda
Brazil	E 866721/2008	Colider	9711.99	HA	CMG Mineracao Lida
Brazil	E1866722/2008	Colider	9950.79	HA	CMG Mineracao Lida
Brazil	E 866820/2008	Colider	9827.08	HA	CMG Mineracao Ltda

SCHEDULE 2 - CONVERTIBLE NOTE - INDICATIVE TERMS AND CONDITIONS

Venturex Resources Limited ACN 122 180 205

Convertible Note Term Sheet

The term sheet below reflects the indicative and non-legally binding terms upon which the parties will continue discussion and negotiation of the definitive documents in respect of the Convertible Note described herein. It is expressly acknowledged and agreed that the subscription for and issue of the Convertible Note remains subject to contract. Dollar amounts mentioned herein shall be interpreted to mean and refer to Australian dollars.

Issuer:	Venturex Resources Limited (ACN 122 180 205) of Suite 3, Level 1, 127 Cambridge Street, West Leederville, Western Australia, whose securities are listed on the Australian Securities Exchange (Company).
Guarantors:	Straits (Whim Creek) Pty Ltd (ABN 31 071 748 911), Jutt Resources Pty Ltd (ACN 119 345 327) and any other project company acquired by the Company (directly or indirectly) will (together) guarantee the Convertible Note in respect of any mining tenement or concessions which they own and hold and which have been disclosed in the Subscription Agreement.
Noteholder:	Regent Pacific Group Limited of PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
Type of Instrument:	Convertible Note which is convertible in whole or part at the option of the Noteholder into fully paid ordinary shares of the Company (Shares) upon the terms herein.
Use of Funds	Future acquisition funding (Project Funding).
Fiscal Agent:	Argonaut Capital Limited.
Security Agent:	Hardy Bowen.
Issue Date:	Subject to the approvals contemplated herein, the Convertible Note will be issued at same time as execution of definitive and legally binding documentation satisfactory to the Noteholder in respect of any new project acquired (Transaction Documents).
Face Value:	of the Convertible Note will be Aggregate face value A\$15,000,000.
Authorised Holdings:	The Convertible Note may be converted and/or transferred in authorised holdings of A\$500,000 (each an Authorised Holding).
Drawdown Date:	Subject to the approvals contemplated herein, at or prior to the Transaction Documents going unconditional in all respects and the acquisition by the Company of a new project completing, provided that the Company has given the Noteholder not less than 10 business days prior notice.

Term and Maturity Date:	Unless previously redeemed, converted or purchased and cancelled, the Convertible Note will be redeemed three (3) years from the issue date.
Placement Fee:	One percent (1%) of the aggregate Face Value payable to the Noteholder on the date of issue of the Convertible Note.
Coupon/Interest:	The interest rate will be one percent (1%) per annum unless the Conditions Subsequent are not satisfied, in which case it will be five percent (5%) per annum, effective on and from the Drawdown Date. The interest rate will be computed on a daily basis on a year of 365 days. In respect of a Convertible Note that is converted into Shares, interest will cease to accrue from the interest payment date immediately preceding the relevant conversion date or, if none, the issue date.
	The applicable coupon rate shall be capitalised throughout the life of the Convertible Note and each unconverted Authorised Holding.
Conversion Payment:	The Conversion Payment shall be calculated per the following formula:
	$CP = (A$15M + IA/11.3)$ X 12 - A\$15M
	Where, $IA =$ interest accrued as at the relevant conversion date at the applicable coupon rate of one percent (1%) per annum computed on a daily basis on a year of 365 days.
	A proportion of this amount becomes due and payable upon the conversion of an Authorised Holding. For each Authorised Holding that is converted, the relevant Conversion Payment is to be calculated as per the above formula and then satisfied via the issue of additional shares at the Conversion Price.
	For example: If the Noteholder converts the Convertible Note in full at maturity (and not before) at a Conversion Price of \$0.12, the Noteholder will be entitled, subject to any ASX and shareholder approvals stipulated herein, to receive by way of a Conversion Payment, an additional 11,787,611 Shares based on a Conversion Payment calculation of \$1,414,513.
	If the Convertible Note is redeemed (in full) for cash, the Conversion Payment is extinguished for no further consideration.
	For the avoidance of doubt, in the event that the Conditions Subsequent are not satisfied, the Conversion Payment construct shall be deemed to be extinguished against the application of the lower Conversion Price of \$0.09 and the higher coupon of five percent (5%) per annum in the manner stipulated herein.
Status:	The obligations represented by the Convertible Note will constitute:
	secured obligations of the Company ranking first in 1. priority with respect to the assets subject to the security described in "Security"; and
	2. as to any amount due in excess of the realisable value of such security, unsecured obligations of the Company

	which will (subject to prior realisation of the aforementioned security and the application of the proceeds thereof) rank at least pari passu with all other present unsecured and unsubordinated obligations of the Company, other than any obligations mandatorily preferred by law. The obligations of each Guarantor in respect of the guarantee given in relation to the Company's obligations under the Convertible Note will constitute secured obligations of each Guarantor ranking first in priority with respect to the assets subject to the security described in "Security".
Security:	Principal and interest and any other payments due on the Convertible Note will be unconditionally and irrevocably guaranteed by each Guarantor and will be secured by a first fixed and floating charge to be given by each Guarantor over all equity in and assets of each Guarantor and their subsidiaries. In addition, the Company will put in place arrangements post- closing, by which the Company's interest in any new Project (once acquired) is also the subject of a first fixed and floating charge as security for the payment and discharge of all principal and interest any other payments due on the Convertible Note. The Noteholder agrees that any such security put in place will, to the extent necessary, be subordinated should the Company source and obtain (backed by definitive legal documents) any project finance for its operations.
	Notwithstanding the above, the Noteholder acknowledges that the guarantee facility in the amount of approximately \$1.52 million (as adjusted by Statute from time to time) provided by Macquarie Bank Limited to provide environmental bonds in respect of the mining tenements will not be discharged and, accordingly, the Security listed above will not secure any present and future amounts payable by any Guarantor under such guarantee facility. Such amounts will comprise a Permitted Encumbrance for the purpose of the Convertible Note.
Negative Pledge:	The Convertible Note shall have the benefit of a negative pledge whereby, so long as any Convertible Note remains outstanding, neither the Company nor each Guarantor nor the Company's other subsidiaries will create any security interest over any of its assets, with the exception of the security interests described in "Security" (and the Permitted Encumbrance), and save that (subject to "Covenants" below) security may be created:
	1. over assets in order to project finance (as senior debt) the Company's operations;
	2. to the extent required under compensation payments to traditional land owners negotiated by the Company in the ordinary course of business; and
	by operation of law in the ordinary course of business. 3.
Covenants:	The Company shall undertake that it and its subsidiaries shall not during the Term:
	incur or have outstanding at any time indebtedness 1.

$\mathcal{L}_{\mathcal{B}}$

	(including guarantees, etc.) of any kind in excess of \$100,000 without the prior written consent of the Noteholder, other than in respect of project finance, environmental or statutory bonds necessary for its operations (backed by definitive legal documents) or in the ordinary course of business; and 2. issue under any employee incentive scheme (ESOP) more than five percent (5%) of the Company's issued capital.

Director Appointment:	Noteholder will have the right to nominate and have appointed a director to the Board of the Company during the Term and thereafter for as long as the Noteholder holds no less than ten percent (10 %) of the then issued share capital of the Company.
Conversion Amount:	The conversion amount will be the aggregate of: (a) hundred percent (100%) of each relevant Authorised Holding; and (b) the together Payment, in. each case with Conversion all coupon/interest accrued thereon to the date of conversion.
Conversion Price:	The conversion price will be \$0.09 for each Share unless the Conditions Subsequent are satisfied, in which case it will be \$0.12 for each Share.
Noteholder Conversion:	The Convertible Note will be convertible into Shares at any time (in whole or in part (if in part, in Authorised Holdings)) at the election of the Noteholder for the Conversion Amount which will be satisfied by the issue of Shares each at Convertible Price (on the basis that the Company has applied ASX for official quotation on ASX of the Shares into which the Convertible Note is convertible).
	Conversion will be subject to the usual anti-dilution adjustments, including, without limitation, the following:
	consolidation, subdivision or reclassification; 1.
	capitalisation of profits or reserves; 2.
	3. rights or entitlements issues of shares or options over shares;
	rights issues of other securities; 4.
	5. issues at less than market price, including any bonus issues;
	scrip dividends; 6.
	7. any issue of securities, save and except for securities issued under an ESOP up to and capped at 5% of the Company's current issued share capital as at the date of this Term Sheet; and
	8. modification of rights of conversion.
Ordinary Shares	Shares issued on conversion of the Convertible Note will be fully

Ranking:		paid, will be unencumbered and will rank pari passu in all respects with the fully paid ordinary shares in the Company on issue on the Conversion Date.
Quotation of Shares:		On conversion of the Convertible Note the Company will apply for the Shares issued to be quoted on ASX and will do what ever is required to ensure they are freely tradeable.
Events of Default:		Customary events of default for a transaction of this nature, together with, without limitation, the following:
	1.	failure of the Company to apply for quotation of the Shares issued on conversion of the Convertible Note within 10 business days;
	2.	failure to satisfy the Conditions Subsequent; or
	3.	revocation by any governmental authority of any of the exploration, mining or miscellaneous mining tenements and concessions in respect of any of the Company's mining projects.
Conditions Precedent:		The completion of the issue of the Convertible Note will be subject to customary conditions precedent for a transaction of this nature together with, without limitation, the following:
	1.	ASX granting a waiver to the Company of ASX Listing Rule 7.1 to allow the Company to issue the Convertible Note to the Noteholder up to 6 months following shareholder approval for the issue of the Convertible Note;
	2.	ASX granting a waiver to the Company of ASX Listing Rule 10.1 to allow the Company to grant the "Security" to the Noteholder (LR 10.1 Waiver);
	3.	the giving of the Guarantee and creation and perfection of the security interests described in "Security" and execution and delivery of all related documentation;
	4.	relevant legal opinions or tenement reports in respect of the good standing of the various concessions;
	5.	the obtaining of any necessary corporate approvals, the giving of the Guarantee and the creation of the security interests described in "Security";
	6.	the obtaining of any necessary regulatory approvals or consents;
	7.	the Company obtaining approvals required under the ASX Listing Rules for the issue of all of the Convertible Notes and the underlying Shares into which the Convertible Note is convertible; and
	8.	ASX having granted approval 'in principle' of the listing of and permission to deal in the Shares into which the Convertible Note is convertible,

$\frac{1}{2}$

	in each case to the satisfaction of the Noteholder.
	If ASX does not grant, or declines to grant, the LR 10.1 Waiver by 30 April 2010, then it will be a condition precedent to the issue of the Convertible Note that the Company obtain shareholder approval under Listing Rule 10.1 to permit the Company to grant the "Security" to the Noteholder.
Conditions Subsequent:	The Company will within ninety (90) days after the completion of the acquisition of a new Project obtain:
	1. shareholder approval under item 7 of section 611 of the Corporations Act for the conversion of the Convertible Note into Shares to the satisfaction of the Noteholder; and
	if the LR 10.1 Waiver is granted by ASX on or before 30 2. April 2010, any shareholder approval required by the ASX pursuant to the LR 10.1 Waiver to permit the Company to grant or perfect the "Security" to the Noteholder.
Redemption Amount:	The redemption amount will be the aggregate of hundred and fifteen percent (115%) of the outstanding Face Value and all coupon/interest accrued thereon to the date of redemption.
Mandatory Redemption:	The Company will, only if so directed in writing by the Noteholder, redeem the outstanding Convertible Note for the Redemption Amount as follows:
	1. if the Note is not converted or redeemed at the end of the Term; or
	2. on the occurrence of a event of default (to be agreed).
	Notwithstanding the above, the Noteholder may elect to waive (whether temporarily, conditionally or otherwise) its right for mandatory redemption and either allow the Convertible Note to continue (with the recalibrated Conversion Price and coupon rate, to the extent applicable) or convert in the manner contemplated herein.
Early Redemption:	On and from ninety (90) days after both of the Conditions Subsequent are satisfied (itself a pre-condition to early redemption by the Company), the Company may redeem early the outstanding amount owing on the Convertible Note (in full, and not in part) for the Redemption Amount:
	with the Noteholder's consent; or 1.
	2. on the occurrence of a Redemption Event.
	If, following a Redemption Event, the Company wants to redeem early the outstanding Convertible Note, the Company may, by giving not less than 20 business days prior written notice to the Noteholder, redeem any and all amounts outstanding on the Convertible Note for the Redemption Amount. If the Company intends to redeem early all of the remaining amounts outstanding

	on the Convertible Note and gives notice of its intention to do so, the Noteholder will have the opportunity to convert the whole of the Convertible Note so outstanding at any time prior to the date which is 3 business days before the expiry of the 20 business day period.
Redemption Events:	The Company may redeem the Convertible Note (in full, and not in part) upon the occurrence of the following:
	1. the Company enters into a scheme of arrangement or is the recipient of a takeover bid, in each case in respect of an offer for not less than fifty point one percent (50.1%). of the issued and to be issued voting share capital of the Company and which goes unconditional in all respects; or
	2. the Shares over a period of thirty (30) consecutive ASX trading days have traded as follows:
	on each and every day at not less than A\$0.18; (a) and
	(b) the aggregate sale price of all Shares traded is not less than A\$3 million.
Representations, Warranties and Undertakings	The Company will provide representations, warranties and undertakings required by the Noteholder that are customary for an agreement of this nature.
Costs	The Company will bear the legal costs and expenses incurred in
	connection with the issue of and subscription for the Convertible Note.
Assignment	The Convertible Note and each Authorised Holding shall be freely transferable, provided that no transfer of more than 9 Authorised Holdings (ie \$5 million or more) may occur to one party (or their associates) unless and until the Company has been given 15 days to procure a purchaser acceptable to the Company in its absolute discretion (including the Company itself, by way of a redemption) to purchase the Convertible Note or any such Authorised Holdings on no less favourable terms as those proposed by the Noteholder in respect of a transfer to any third party. To the extent necessary or desirable by the Noteholder, the Company agrees to separately document each Authorised Holding in whatever manner is requested by the Noteholder to facilitate the transferability of each such Authorised Holding.

Signed and agreed by the parties

For and on behalf of Venturex Resources Limited

For and on behalf of Regent Pacific Group Limited

SCHEDULE 3 - PROJECT ROYALTIES

$\mathcal{L}(\mathcal{L})$ and $\mathcal{L}(\mathcal{L})$ . The set of $\mathcal{L}(\mathcal{L})$

	Indigenous Access	Agreements				with Ngarluma Aboriginal Corporation = \$60.000 Assistance Agreement Subject to Community	pa when producing administration fees copper plus
	Other Payments							\$3.0m VXR shares based on WWP or \$3.5m cash to (vefer sale and purchase Straits on decision mine	agreement) (note: triggered on decision to mine within 100km of Whim Creek;	applies once only)
	Outer Royalties							Surender Agreement 14/1/1998 - 4% royaliy on net smelter return (Au and Straits/Gasgoyno/Dalrymple Partial ê			2.5% net profit royalty on production	弄
	State Royalties				5% of rayalty value for copper. lead & zinc. 2.5% for silver			Exempt from State Royalty			5% of royally value for copper. Tead & zinc, 2.5% for silver
ROYALTIES AND OTHER PAYMENTS	Comments	Agreement 20/1/2006 - Exemption Aurox Resources/Straits Access Irom Drop Off lodged 13/3/09- Pending	Exemption from Drap Off ladged 13/3/09 - Pending	Extension of Term lodged 4/8/09 Pending	Environmental Report due Subject to NOIs - Brief September each year	Subject to NOIs - Brief Environmental Report due September each year	Subject to NOIs - Brief Environmental Report due September each year	Subject to NOts - NOT subject to State Royalty - Brief Environmental Report due September each year	Subject to NOI
	Encumbrances										Option Agreement (Supplemental Deed to Salt Creek Sale & Option Agreement R.J. Buller & Pilbara Mines NL lodged 11/9/95 Agreement 117H934 (Sale & Option) FUT Butler & Pitbara Mnes NL lodged 27/10/93 - Agreement BSH/956	Agrecment 85+9966 Suppemental Deed to Sak Suppemental Deed to Sak RTE de & Opion Agreement Roged 11/995 codued & raphy (Sale & Pilopto) المناطق Pale & Pilopto Mines NL lodged 27/10//93-
	Holder	Straits (Whim Creek) Pty Ltd	Straits (Whim Creek) Ply Lid	Straits (Whim Creek) Ply Ltd	Straits (Whim Creek) Ply Ltd	Straits (Whim Creek) Ply Ltd	Sirais (Whim Creak) Ply Lid	Straits (Whim Creek) Ply Ltd	Straits (Whim Creek) Ply Lid	Straits (Whim Creek) Pty Ltd	Straits (Whim Creek) Ply Ltd	Straits (Whim Creek) Ply Lid
	Tenement	Ekiasi	91874 चा	E 47/1068	N47/236	M41/237	M47/230	M47/43	37.35	$\frac{1}{2}$ 47/1233	M47/323	M 47.324
	Project	Whim Creek	Whim Creek	Arhim Creek	Whim Creek	Whim Creek	Whim Creek	Whim Creek	Whim Creek	Whim Creek	Whim Creek	Whim Creek

$\omega = 1.7$ .

cumbrances Ğ Teogeo - Goologica, Eng E Meio Jayne Vicente Valadares - ME Venturex Resources Limited Venturex Resources Limited Durwest Corporation Ltd Ourvest Corporation Ltd Jonas Ferrera Da Silva Holder CMC Mineracao Lida CMG Mineracao Lida CMG Mineracao Lida CMG Mineracao Ltda CMG Mineracao Lida CMC Mineracao Ltda CMG Mineracap Lida CMC Mineracao Lida CMC Maneracao Lida CMG Mineracao Ltda CMS Mineracao Ltda CMG Mineracao Lida CMG Minoracao Lida CMS Mineracao Ltda Ambiente Lida - ME	ROYALTIES AND OTHER PAYMENTS	Indigenous Access Other Payments Other Royalties Slate Royalties Comments	Subject to Ngartuma Agreements	Native Title and Heritage Agreement dated 10	September 2007 (NAC participating interest, rising to 90% Juli Resources Pty Ltd has 70%	Agreement) Royalty or 5% of royally value for copper. on decision to mine	profit share to be lead & zinc. 2.5% for silver	negoliated prior to development			No other royalty ř	US\$500X on decision to 1.50% Ž	ania E	USS1 Mill mine life >5 years	휇	Ŕ, Ľ	ž	Ŕ. ÷.	1%	$\frac{32}{2}$	ននៅអនុន្ទ្រ	치지자		US300K exercise fee	US\$300K on decision to mine	ŕ	녴		차회	$\frac{2}{3}$
866238/2008 E 866722/2008 E 866820/2008 1251/69008 M E 066943/2005 E 86685522006 E 866692/2003 E 866721/2008 866820/2008 ELA 866239/2008 E1867376/2008 E 86718/2008 E 8667192008 E 8665052004 ELA 867377/2008 E1866691/2003 E186612712007 E1860020/2007 Tenement E 08/1515 E[47/1796] E 47/1209 E108/1737		Project	iberly-indee.	Liberty-Indee					Koolne	Tarrawarra	Brazil	Brazil			S Biazi	Brazil	e Biazi	Brazil	Brazâ	Brazil	줿	Crazi	Brazil	Brazil		Brazil	Biad	Brazi	Brazil	Brazil

AI assistant

DEVELOP GLOBAL LIMITED — Regulatory Filings 2010

64801_rns_2010-04-19_0d24fbc4-629f-4188-ae0b-ff3944870a82.pdf

Form 603

Notice of initial substantial holder

2. Details of voting power

3. Details of relevant interests

4. Details of present registered holders

5. Consideration

6. Associates

7. Addresses

Signature

DIRECTIONS

Annexure "A"

List of related bodies corporate of Regent Pacific Group Limited

Annexure "B"

VENTUREX RESOURCES LIMITED ACN 122 180 205 (Company)

REGENT PACIFIC GROUP LIMITED a company incorporated in the Cayman Islands (Subscriber)

CONTENTS

THIS AGREEMENT is made the 23rd of March 2010

BETWEEN

AND

RECITALS

IT IS AGREED as follows:

$\mathbf{1}$ . DEFINITIONS AND INTERPRETATION

$1.1$ Definitions

Convertible Loan Facility Agreements means:

Event of Insolvency means:

$1.2$ Interpretation

$\overline{2.}$ CONDITIONS

$2.1$ Conditions

(Condition No. 2).

$2.2$ Failure to satisfy the Conditions

$2.3$ Waiver

$2.4$ Second General Meeting

$3.$ SUBSCRIPTION FOR AND ISSUE OF SECURITIES

Subscription for Securities $3.1$

$3.2$ Issue of Securities

Securities $3.3$

$3.4$ Entry in register

$3.5$ Use of Subscription Amount

$\overline{\mathbf{4}}$ QUOTATION AND RELEASE

$\overline{5}$ . WARRANTIES

$5.1$ General representations and warranties

$5.2$ Corporate representations and warranties

5.3 Representations and warranties in relation to the Projects

$5.4$ Representations and warranties in relation to the Securities

$5.5$ Representations and warranties repeated

5.6 Notice of Breach

$5.7$ Survival of Warranties

5.8 Acknowledgements

5.9 Warranties by the Subscriber

5.10 Maximum liability

SUBSCRIPTION FEE $\boldsymbol{b}$ .

$\overline{7}$ . UNDERTAKINGS AND COVENANTS

$7.1$ Project Undertakings

$7.2$ Other information

$7.3$ Negative Covenant

$\mathbf{a}$ FUNDING OF FUTURE ACQUISITIONS

9. ANNOUNCEMENTS AND CONFIDENTIALITY

$9.1$ Agreed announcement

$9.2$ Confidentiality

10. NOTICES

$10.1$ Requirements for Notice

$10.2$ Address of Parties

10.3 Change of Address

$10.4$ Receipt of Notice

$11.$ FURTHER ASSURANCE

$121$ GOVERNING LAW

$13.$ VARIATION

$14.$ COSTS

$15.$ MISCELLANEOUS

$15.1$ Severance

$15.2$ Entire Agreement

15.3 Counterparts

15.4 Time

TENEMENT LISTING

SCHEDULE 2 - CONVERTIBLE NOTE - INDICATIVE TERMS AND CONDITIONS

Venturex Resources Limited ACN 122 180 205

Convertible Note Term Sheet

DEVELOP GLOBAL LIMITED Regulatory Filings 2010

$12₁$ GOVERNING LAW