DEVELOP GLOBAL LIMITED — Regulatory Filings 2017

Jul 23, 2017

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24 July 2017

Company Announcements Platform Australian Securities Exchange Level 4 20 Bridge Street SYDNEY NSW 2000

By Electronic Lodgement

Dear Sir/Madam

NOTICE UNDER SECTION 708AA(2)(f) OF THE CORPORATIONS ACT 2001

ENTITLEMENT ISSUE NOW FULLY UNDERWRITTEN

This notice is given by Venturex Resources Limited ( Company ) under section 708AA(12) of the Corporations Act 2001 (Cth) ( Corporations Act ) as modified by Australian Securities and Investment Commission ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84 ( ASIC Instrument ). References in this notice of the Corporations Act are references to the Corporations Act as modified or amended by the ASIC Instrument.

The Company announced on 17 July 2017 its intention to undertake an equity raising of up to approximately $3.75 million via a non-renounceable entitlement offer ( Entitlement Offer ) without disclosure to shareholders under Part 6D.2 of the Corporations Act pursuant to an offer document lodged with ASX on 17 July 2017 ( Offer Document ).

Under the Entitlement Offer, eligible shareholders are entitled to apply for two (2) new Shares for every seven (7) Shares held as at 5pm (WST) on 20 July 2017 to eligible shareholders with a registered address in Australia, New Zealand, China and Hong Kong.

The Entitlement Offer is underwritten by Euroz Securities Limited (AFSL 243302) ( Underwriter ).

It was previously stated in the Offer Document that the Underwriter will underwrite the Entitlement Offer in the amount of 625,240,141 Shares pursuant to the Underwriting Agreement.

The purpose of this announcement is to inform shareholders that the Underwriter has varied the Underwriting Agreement and will now fully underwrite the Entitlement Offer in the amount of 750,269,425 Shares, being a value of $3,751,347. There were no other variations made to the Underwriting Agreement.

The Company hereby confirms that in respect of the Offer:

• (a) the Company will offer the Shares for issue without disclosure to investors under Part 6D.2 of the Corporations Act;

• (b) the Company is providing this notice under section 708AA(12) of the Corporations Act, updating its previous section 708AA(2)(f) notice;

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

ABN 28 122 180 205 Tel: +61 8 6389 7400 www.venturexresources.com Fax: +61 8 9463 7836 E: admin@venturexresources.com

(c) as at the date of this n o tice the Company has complied with:

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• (i) the provisio n s of Chapter 2M of the Corporations Act a s they apply to the Company;

• (ii) section 674 o f the Corporations Act as it applies to the Comp a ny;

• (d) as at the date of this notice, there is no excluded information of th e type referred to in sections 708AA(8) and 708AA(9) of the Corporations Act; and

• (e) the potential effect th a t the issue of the new Shares pursuant to the E ntitlement Offer will have on the control of the Company is as follows:

• (i) if all eligible s hareholders take up their entitlements under t h e Entitlement Offer, the issue of S hares under the Entitlement Offer will have no effect on the control of the Comp a ny and all shareholders will hold the same perc e ntage interest in the Company, s u bject only to changes resulting from ineligibl e shareholders being unable to pa r ticipate in the Entitlement Offer;

• (ii) in the more likely event that there is a Shortfall, eligible sha r eholders who do not subscribe fo r their full entitlement of Shares under the E n titlement Offer and ineligible sh a reholders unable to participate in the Entitl e ment Offer will be diluted relat i ve to those shareholders who subscribe for s ome or all of their Entitlement a nd those persons who subscribe for the Shortfall;

• (iii) in respect of any Shortfall, the Underwriter, in consultatio n with the Company, will allocate the Shortfall in the following order of priorities:

  • (A) eligible shareholders will be entitled to top-up th e ir shareholding, by subscri b ing for additional shares to be issued from the Shortfall pool. However, the Company will only issue such Shares purs u ant to an application receive d where the Directors are satisfied, in their disc r etion, that the issue of the S hares will not increase the applicant’s voting p ower above 19.90%. Having r egard to the number of Shares to be issued und e r the Offer, even if a substan t ial Shortfall eventuated, a participant in the S hortfall offer would not be i n a position to exercise any substantive control i n the Company;

  • (B) secondl y , and to the extent of any remaining Shares for m ing the Shortfall, to sub-underwriters of the Entitlement Offer in the propo r tions determined by the Un d erwriter. In the event Northern Star are requ i red to subscribe for their full underwriting commitment and take up their e n titlement under the Offer ( a ssuming no other subscriptions are received and no other subunderw r iter subscribes for their sub-underwriting commitment, their maximum voting power will increase to 24.95%. Howe v er, it is unlikely that no shar e holders, other than Northern Star, will take u p entitlements under the Off e r. Northern Star’s obligation and therefore i t s voting power will reduce b y a corresponding amount for the amount of e n titlements under the Offer ta k en up by the other shareholders; and

• (iv) if no shareh o lders accept the Entitlement Offer and the Un d erwriter takes all of the Shortfall u nder the Underwriting Agreement, the Under w riter will end up with 750,269,425 Shares in the Company which would result i n a voting power of 22.22%. Th e Underwriter has indicated above that it inten d s to sub-underwrite the Entitlem e nt Offer. It is unlikely that the sub-underwri t ers will not perform their sub-underwriting obligations and that no shareh o lders will take up entitlements under the Entitlement Offer and, therefor e , the Underwriter’s obligation and therefore its voting power will reduce by a c o rresponding amount for the am o unt of the sub-underwriting commitments a nd the amount of entitlements under the Offer taken up by the other sharehol d ers.

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Yours sincerely

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TREVOR HART Company Secretary/CFO

For further information, please c ontact: Anthony Reilly Venturex Resources Limited Ph: (08) 6389 7400 E: admin@venturexresources.c o m

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