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DEVELOP GLOBAL LIMITED Regulatory Filings 2016

Aug 3, 2016

64801_rns_2016-08-03_f1211173-c263-4c37-91cb-b6fa7ae2e952.pdf

Regulatory Filings

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4 August 2016

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Dear Shareholder

VENTUREX RESOURCES LIMITED – PRO‐RATA NON‐RENOUNCEABLE RIGHTS ISSUE

As announced on 2 August 2016 Venturex Resources Limited ( Venturex or the Company ) is undertaking a 2:5 pro rata non‐renounceable rights issue ( Rights Issue or Offer ) of approximately 698,477,838 fully paid ordinary shares ( New Share ) to raise approximately $4,190,867, together with one (1) free attaching Class A Option for every four (4) Shares issued and one (1) free attaching Class B Option for every four (4) Shares issued ( New Options ). The price of New Shares under the Offer is 0.6 cents each ( Issue Price ). The Company released a Prospectus for the Offer ( Prospectus ) to ASX on 2 August 2016.

The Offer is partially underwritten by two of the Company’s Directors, Mr John Nitschke and Mr Anthony Kiernan. Mr Nitschke has agreed to underwrite up to the first 16,666,667 Shares and 8,333,332 Options of any shortfall of the Offer up to the amount of $100,000 and Mr Kiernan has agreed to underwrite up to the first 8,333,333 Shares and 4,166,166 Options of any shortfall of the Offer up to the amount of $50,000 (together, the Underwriting Commitments ). Mr Nitschke and Mr Kiernan will not receive any fee for fulfilling the Underwriting Commitments.

The Company intends to apply the funds raised under the Offer as follows:

Items of Expenditure $ %
Drilling aimed at extending the existing high grade
zinc copper gold Resources at Mons Cupri deposit
at Whim Creek
1,200,000 28.63%
Permitting of the optimised Sulphur Springs
Copper‐Zinc Project
200,000 4.77%
Proving up near surface high grade supergene
copper oxide Resources at Sulphur Springs
1,700,000 40.56%
Additional Working capital 497,981 11.88%
Expenses of the Offer 92,886 2.22%
Total $4,190,867 100%

The Offer is being made to all shareholders of the Company ( Shareholders ) named on its register of members at 5:00pm (WST) on 8 August 2016, whose registered address is in Australia, New Zealand, Hong Kong or China.

New Shares will rank equally with all fully paid ordinary shares in the capital of the Company ( Shares ) already on issue.

Following completion of the Offer, the Company will have issued approximately 698,477,838 New Shares resulting in total Shares on issue of approximately 2,444,672,433.

A copy of the Prospectus is available on ASX’s and Venturex’s website. Eligible Shareholders will be mailed a Prospectus together with an Entitlement and Acceptance Form no later than 11 August 2016. Your entitlement will be set out on the personalised Entitlement and Acceptance Form accompanying the Prospectus.

For the purposes of calculating each Eligible Shareholders’ entitlement, fractions of entitlements have been rounded up to the nearest whole number of New Shares.

ABN 28 122 180 205 Tel: +61 8 6389 7400 www.venturexresources.com Fax: +61 8 9463 7836 E: [email protected]

Registered & Principal Office Level 2, 91 Havelock Street, West Perth WA 6005 PO Box 585, West Perth WA 6872

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Actions Required of Eligible Shareholders

There are a number of actions Eligible Shareholders may take:

  • You may wish to accept all of your rights to subscribe for New Shares pursuant to the Prospectus ( Entitlement ). To take up all or some of your Entitlements you will need to ensure your application money for the Entitlements you wish to take up is received by Advanced Share Registry ( Share Registry ) by no later than 5:00pm on 24 August 2016, by completing and returning your Entitlement and Acceptance Form together with your cheque, drawn on an Australian bank or bank draft made payable in Australian currency, for the amount indicated on the Entitlement and Acceptance Form OR making a payment by BPAY in accordance with the instructions on your Entitlement and Acceptance Form.

  • You may wish to accept your Entitlement and apply for Shares that may be available as shortfall to the Offer ( Additional Shares ). To take your Entitlement and apply for Additional Shares you will need to ensure your application money is received by the Share Registry by no later than 5:00pm on 24 August 2016, by completing and returning your Entitlement and Acceptance Form together with your cheque, drawn on an Australian bank or bank draft made payable in Australian currency, for the amount indicated on the Entitlement and Acceptance Form OR making a payment by BPAY in accordance with the instructions on your Entitlement and Acceptance Form (at 0.6 cents per New Share).

  • You may wish to accept part of your Entitlement. To take up part of your Entitlement you will need to ensure your application money for the Entitlements you wish to take up is received by the Share Registry by no later than 5:00pm (WST) on 24 August 2016, by completing and returning your Entitlement and Acceptance Form by filling in the number of New Shares you wish to accept in the space provided on the Entitlement and Acceptance Form together with your cheque, drawn on an Australian bank or bank draft made payable in Australian currency, for the appropriate application monies OR making a payment by BPAY in accordance with the instructions on your Entitlement and Acceptance Form (at 0.6 cents per New Share).

  • You may do nothing. If you choose to do nothing with your Entitlements, while you will continue to hold the same number of Shares, your interest in the Company will be diluted and you will receive no value for your Entitlement.

Key dates for the Offer

Event Proposed Date
Company Announces Rights Issue 2 August 2016
Lodgement of Prospectus, Appendix 3B and s708AA Cleansing Notice with ASX 2 August 2016
(Prior to the commencement of trading)
Notice sent to security holders 4 August 2016
Existing shares quoted on an ‘ex’ basis 5 August 2016
Record date 8 August 2016
Prospectus sent out to Eligible Shareholders & Company announces this has 11 August 2016
been completed & Offer Opening Date
Closing Date 24 August 2016
Shares quoted on a deferred settlement basis. 25 August 2016
Notification of under‐subscriptions to ASX (if any) 29 August 2016
Shares Issued 31 August 2016
Holding statements despatched

If you have any queries concerning the Rights Issue, or the action you are required to take to subscribe for New Shares, please contact your financial adviser or Mr Trevor Hart, Venturex’s Company Secretary, on +61 8 6389 7400 or email: [email protected].

Yours sincerely

TREVOR HART Company Secretary

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