DEVELOP GLOBAL LIMITED — Regulatory Filings 2015

May 21, 2015

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ASX Announcement
ASX Code: VXR
Released: 22 May 2015
For further details
Trevor Hart
Company Secretary/CFO
T: +61 8 6389 7400
trevor.hart@venturexresources.com
Board
Tony Kiernan
Chairman
John Nitschke
Non-Executive Director
Ray Parry
Non-Executive Director
Trevor Hart
Company Secretary/CFO
Contact Details
Registered Office
Level 2
91 Havelock Street
West Perth WA 6005
T: +61 8 6389 7400
F: +61 8 9463 7836
admin@venturexresources.com
www.venturexresources.com
ABN: 28 122 180 205
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PROPOSED SALE OF PILBARA COPPER ZINC PROJECT for $14 MILLION

The Board of Venturex Resources Limited (“ Venturex ”) has executed a conditional term sheet (“ Term Sheet ”) with the Orion Mine Finance Group (“ Orion ”), for the sale of Venturex’s Pilbara Copper Zinc Project (“ Transaction ”).

The Transaction, which is subject to shareholder approval, will be effected by Venturex selling its three 100% owned Australian subsidiaries that hold the Project and supporting infrastructure, namely:

• Venturex Pilbara Pty Ltd (ABN 31 071 748 911);

• Venturex Sulphur Springs Pty Ltd (ABN 11 113 177 432); and

• Jutt Resources Pty Ltd (ABN 36 119 345 327).

Under the terms of the Term Sheet, Venturex would receive cash of AUD$14 million, equivalent to 0.9 cents per share verse the current 30 day VWAP of 0.47 cents per share.

The Transaction is conditional on (among other things):

• the completion of due diligence by Orion and execution of definitive legal agreements by 15 June 2015; and

• shareholder, regulatory and Foreign Investment Review Board approval on or before 14 August 2015.

The Board of Venturex intends to recommend the Transaction to its shareholders in the absence of a superior proposal. In the Board’s opinion, this Transaction represents the best option for unlocking shareholder value, following an extensive review of the finance options and search for strategic partners or investors to participate in the commercialisation of the project.

Venturex’s major shareholders in Regent Pacific Limited (33.4%) and Northern Star Ltd (12.9%) have advised the Board that they intend to vote their shares in favour of the Transaction in the absence of a superior proposal.

If a superior proposal is recommended by Venturex’s Board, and ultimately completed within 6 months after termination of the Term Sheet, a break fee, being the lower of 2.0% of the Consideration (maximum

$280,000) or the amount of Orion’s actual out of pocket legal and technical due diligence expenses, will be payable by Venturex to Orion.

If the Transaction is to proceed post completion of due diligence by Orion, a general meeting of Venturex shareholders will be called to consider the Transaction and a notice of meeting will be sent to shareholders setting out the rationale for the Transaction.

If the Transaction is completed, Venturex proposes, subject to the approval of shareholders at the same meeting, to return a significant portion of the sale proceeds to shareholders by way of a capital return. The quantum of the capital return has not yet been determined however, subject to any future requirements, the Board anticipates it will be in the order of $12-13m. Which will result in a cash balance remaining allowing Venturex to pursue other activities in the resources sector.

The Orion Mine Finance Group is a mining-focused investment business with approximately USD1.86 billion under management (as of December 31, 2014) specialising in providing flexible capital investment solutions to junior mining companies in the base and precious metals sector.

Venturex will continue to update the market with any material developments in relation to the proposed transaction as they occur.

Tony Kiernan Chairman

or further information, please contact:

Tony Kiernan / John Nitschke / Trevor Hart – Venturex Resources Limited on (08) 6389 7400

About Venturex Resources Limited

Venturex Resources Limited (ASX: VXR) is an exploration and development company with a significant portfolio of VMS projects in the Western Pilbara. Venturex owns or controls significant resources of copper, zinc, lead, silver and ‐ gold at Sulphur Springs, Kangaroo Caves, Whim Creek, Mons Cupri, Salt Creek and Liberty Indee. The Company is committed to a strategy of consolidating VMS projects in the Western Pilbara and developing a centralised processing hub at Sulphur Springs.

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