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DEVELOP GLOBAL LIMITED Regulatory Filings 2017

Jul 17, 2017

64801_rns_2017-07-17_41e4a231-4475-4b95-ae8d-fa9b5012fa28.pdf

Regulatory Filings

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18 July 2017

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Dear Shareholder

VENTUREX RESOURCES LIMITED – PRO-RATA NON-RENOUNCEABLE ENTITLEMNT ISSUE

As announced on 17 July 2017 Venturex Resources Limited ( Venturex ) is undertaking a 2:7 pro rata nonrenounceable entitlement issue ( Entitlement Issue or Offer ) of approximately 750,269,425 fully paid ordinary shares ( New Share ) to raise approximately $3,751,347. The price of New Shares under the Offer is 0.5 cents per share ( Issue Price ). The Company released an offer document for the Offer ( Offer Document ) to ASX on or around 17 July 2017.

The Offer will be sole managed and underwritten by Euroz Securities Limited ( Euroz ) to an amount of approximately $3,126,200. Northern Star Resources Limited ( Northern Star ) and Precision Opportunities Funds Limited ( Precision ), both shareholders in the Company, have agreed to sub-underwrite the shortfall of the Offer and take up their entitlements, up to $2,000,000 with respect to Northern Star and up to $1,000,000 with respect to Precision. A director of the Company, Mr Darren Stralow, has also agreed to sub-underwrite up to 10,000,000 Shares of any shortfall of the Offer.

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

Items of Expenditure $ %
Infill Drilling of high grade supergene copper Resources at Sulphur $1,600,000 43%
Springs Including Metallurgical Test-work
Permitting of the optimised Sulphur Springs Copper-Zinc Project $400,000 11%
Regional Exploration $600,000 16%
Drilling other targets $250,000 7%
Working capital $765,404 20%
Expenses of the Offer $135,943 4%
Total $3,751,347 100%

The Offer is being made to all shareholders of the Company ( Shareholders ) named on its register of members at 5:00pm (WST) on 20 July 2017, 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 750,269,425 New Shares resulting in total Shares on issue of approximately 3,376,212,411.

A copy of the Offer Document is available on ASX’s and Venturex’s website. Eligible Shareholders will be mailed an Offer Document together with an Entitlement and Acceptance Form no later than 25 July 2017. Your entitlement will be set out on the personalised Entitlement and Acceptance Form accompanying the Offer Document.

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

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 Offer Document ( 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 3 August 2017, by completing and returning your Entitlement and Acceptance Form together with

Registered & Principal Office

Registered & Principal Office ABN 28 122 180 205 Level 2, 91 Havelock Street, West Perth WA 6005 Tel: +61 8 6389 7400 www.venturexresources.com PO Box 585, West Perth WA 6872 Fax: +61 8 9463 7836 E: [email protected]

170715-Letter to eligible shareholders.DOCX

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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 3 August 2017, 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 0.5 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 3 August 2017, 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 0.5 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 Entitlement Issue 17 July 2017
Lodgement of Offer Document, Appendix 3B and s708AA Cleansing Notice 17 July 2017
with ASX (Prior to the commencement of trading)
Notice sent to optionholders 17 July 2017
Notice sent to shareholders 18 July 2017
Ex date 19 July 2017
Record Date for determining Entitlements 20 July 2017
Offer Document sent out to Eligible Shareholders & Company announces this 25 July 2017
has been completed & Offer Opening Date
Last day to extend Closing Date 31 July 2017
Closing Date 3 August 2017
Shares quoted on a deferred settlement basis 4 August 2017
ASX notified of under subscriptions 8 August 2017
Issue Date/Despatch of holding statements 10 August 2017
Quotation of Securities issued under the Offer* 11 August 2017

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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