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DEVELOP GLOBAL LIMITED Regulatory Filings 2010

Feb 11, 2010

64801_rns_2010-02-11_ef6af0e6-be72-45b0-b84a-c6d4623d848c.pdf

Regulatory Filings

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12 February 2009

The Directors Venturex Resources Limited Level 1, 35 Richardson St WEST PERTH WA 6005

Company Announcements Office Australian Stock Exchange Limited Level 4, 20 Bridge St SYDNEY NSW 2000

NOTICE OF CHANGE OF INTERESTS OF SUBSTANTIAL HOLDER VENTUREX RESOURCES LIMITED

In accordance with section 671B of the Corporations Act 2001, we enclose a notice of change of interests of substantial holder for Venturex Resources Limited.

Yours faithfully ARGONAUT LIMITED

JASON CAMPBELL Company Secretary

Form 604

Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

To: Venturex Resources Limited
ACN: 122 180 205
1. Details of substantial holder (1)
Name: Argonaut Limited
ACN: 109 326 418

There was a change in the interests of the substantial holder on 1 February 2010. The change is due to the issue of shares to Straits Resources Limited as consideration for the acquisition of Straits (Whim Creek) Pty Ltd, thereby diluting Argonaut's interest.

The previous notice was given to the company on 6 July 2009.

The previous notice was dated 6 July 2009.

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company, are as follows:

Class of
securities (4)
Previous notice Present notice
Person's votes Voting Power (5) Person's votes Voting power
(5)
Ordinary Shares 32,560,332 8.44% 36,545,765 6.81%

Argonaut also discloses that it will receive 10,526,316 unlisted options exercisable at $\bullet$ \$0.095 per share on or before 31 January 2012.

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company, since the substantial holder was last required to give a substantial holding notice to the company are as follows:

Date of
change
Person
whose
relevant
interest
changed
Nature of
change (6)
Consideration
given in
relation to
change (7)
Class and
number of
securities
affected
Person's
votes
affected
10/09/2009 Argonaut
Equity
Partners Pty
Limited
Issue of
shortfall
shares &
entitlement
shares
\$132,015 FPO
2,640,295
2,640,295
22/01/2009 AFM Perseus
Fund Limited
Issue of
shortfall
shares &
entitlement
shares
\$67,257 FPO
1,345,138
1,345,138

On 10/02/2010 Argonaut's interest has changed due to the issue of shares to Straits Resources Limited as consideration for the acquisition of Straits (Whim Creek) Pty Ltd, thereby diluting Argonaut's interest.

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of
relevant
interest
Registered
holder
of securities
Persons
entitled to be
registered as
holder (8)
Nature of
relevant
interest (6)
Class and
number of
securities
Person's
votes
Argonaut
Equity Partners
Pty Limited
Argonaut
Equity
Partners Pty
Argonaut Equity
Partners Pty
Limited
Note 1 Ordinary
Shares
AFM Perseus
Fund Limited
Limited
AFM Perseus
Fund Limited
AFM Perseus
Fund Limited
Note 2 21,749,261
Ordinary
Shares
21,749,261
14,796,504 14.796.504
Argonaut
Equity Partners
Pty Limited
Argonaut
Equity
Partners Pty
Limited
Argonaut Equity
Partners Pty
Limited
Note 3 Options
10,526,316
Nil

Note 1: Argonaut Limited is the controlling body corporate of Argonaut Equity Partners Pty Limited within the definition of S608 of the Corporations Act.

  • Note 2: Argonaut Limited is the controlling body corporate of AFM Zeus Pty Limited which manages the AFM Perseus Fund Limited within the definition of S608 of the Corporations Act.
  • Note 3: As per note 1. Argonaut will receive 10,526,316 unlisted options exercisable at \$0.095 per share on or before 31 January 2012.

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company are as follows: NIL

6. Addresses

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

Name Address
Argonaut Limited Level 30 Allendale Square, 77 St Georges Terrace,
PERTH WA 6000
Argonaut Equity Partners Pty Limited Level 30 Allendale Square, 77 St Georges Terrace,
PERTH WA 6000
AFM Perseus Fund Limited Level 30 Allendale Square, 77 St Georges Terrace,
PERTH WA 6000
name: Jason Campbell
capacity: Company Secretary
sign here:
date: 12/02/2010

Form 604

Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme VENTUREX RESOURCES LIMITED
ACN/ARSN 122 180 205
Details of substantial holder (1)
1.
Name KUMBHALGARH PTY LTD
ACN/ARSN (if applicable)
2.
103 643 161
There was a change in the interests of the
substantial holder on 1/2/10
The previous notice was given to the company on 6/7/09
The previous notice was dated 6/7/09

3. Previous and present 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 when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4) Previous notice Present notice
Voting power (5)
Person's votes
Person's votes Voting power (5)
Ordinary F/P 28,200,000 7.31% 31,020,000 5.788%

4. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of
Change
Person whose relevant
interest changed
Nature of change
(6)
Consideration given
in relation to change
(7)
Class and number of
securities affected
Person's votes
affected
4/9/09 Kumbhalgarh
Pty Ltd
1:10
entitlements \$141,000
issue
2,820,000
Ordinary F/P
Kumbhalgarh
Pty Ltd

Kumbhalgarh Pty Ltd's interest in Venturex Resources Limited has been further diluted by the issue of 106,700,000 shares to Straits Resources Limited for the acquisition of Straits (Whim Creek) Pty Ltd on 1 February 2010.

5. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant
interest
Registered holder
of securities
Person entitled to be
registered as holder
(3)
Nature of
relevant interest
(6)
Class and
number of
securities
Person's votes
Kumbhalgarh
Pty Ltd
Kumbhalgarh
Pty Ltd
Kumbhalgarh
Pty Ltd
Beneficial
Owner
31,020,000
Ordinary F/P
31,020,000

6. Change in association

The persons who have become associates (2) or, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable) Nature of association
N/A N/A

7. Address

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

Name Address
Kumbhalgarh Pty Ltd Haydon Kinnaird
171 Main Street
Osborne Park Wa 6017

Signature

  • 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 ann $\mathbf{u}$ form
  • $\bar{L}$ See the definition of "associate" in section 9 of the Corporations Act 2001.
  • $\left( 2\right)$ See the definition of "relevant interest" in sections 608 and 6718(7) of the Corporations Act 2001.
  • The voting shares of a company constitute one class unless divided into separate classes. $(4)$
  • $\left(5\right)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
  • $(6)$ include details of:
  • any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any (a) discurrent 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, and a statement setting out the terms of any relevant agree
  • 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 the securities to
    which the relevant interest relates (indicating clearly the $\left\langle \mathbf{b}\right\rangle$

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

  • Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become
    entitied to receive in relation to that acquisition. Details m $\sqrt{n}$ the relevant interest was acquired.
  • 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". $\langle \hat{n} \rangle$
  • Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $\langle \hat{V} \rangle$