DEVELOP GLOBAL LIMITED — Regulatory Filings 2017

Jul 16, 2017

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17 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

This notice is given by Venturex Resources Limited ( Company ) under section 708AA(2)(f) of the Corporations Act 2001 (Cth) ( Corporations Act ) as notionally 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 has announced its intention to undertake an equity raising of up to approximately $3.75 million via a non-renounceable entitlement offer. The raising comprises a non-renounceable pro-rata entitlement offer of fully paid ordinary shares ( Shares ), on the basis of 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 and certain institutional holders in other jurisdictions in which the Company chooses to make offers ( Entitlement Offer ).

Based on the current capital structure (and assuming no options to acquire Shares ( Options ) are exercised or Performance Rights converted prior to the Record Date) a total of an additional 750,269,425 Shares will be issued if the Entitlement Offer is fully subscribed and the amount raised will be approximately $3,751,347.

As at the date of this announcement the Company currently has 432,478,476 Options on issue. In order to participate in the Entitlement Offer these Options must be exercised prior to the Record Date.

The Entitlement Offer is underwritten by Euroz Securities Limited (AFSL 243302) ( Underwriter ). The Company will pay the Underwriter a fee of 4% (excluding GST) of the underwritten amount together with a management fee of 1% (excluding GST) as well as reimbursement of expenses. Northern Star Resources Limited (a substantial shareholder of the Company) has agreed to sub-underwrite and take up their entitlement up to approximately $2,00,000, Precision Opportunities Funds Limited (a shareholder) has agreed to sub-underwrite and take up their entitlement up to approximately $1,000,000 and Mr Stralow, a director of the Company, has agreed to sub-underwrite up to $50,000 of the underwritten amount.

Any shortfall under the Entitlement Offer ( Shortfall ) will be dealt with by the Company and the Underwriter at their discretion. Eligible Shareholders are entitled to top up their holdings by applying for additional shares out of the Shortfall.

The Company hereby confirms that in respect of the Entitlement Offer (as per the requirements of paragraph 708AA(2)(f) of the Corporations Act):

• (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 paragraph 2(f) of section 708AA of the Corporations Act;

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

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• (c) as at the date of this notice the Company has complied with:

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• (i) the provisions of Chapter 2M of the Corporations Act as they apply to the Company;

• (ii) section 674 of the Corporations Act as it applies to the Company;

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

• (e) the potential effect that the issue of the new Shares pursuant to the Entitlement Offer will have on the control of the Company is as follows:

• (i) if all eligible shareholders take up their entitlements under the Entitlement Offer, the issue of Shares under the Entitlement Offer will have no effect on the control of the Company and all shareholders will hold the same percentage interest in the Company, subject only to changes resulting from ineligible shareholders being unable to participate in the Entitlement Offer;

• (ii) in the more likely event that there is a Shortfall, eligible shareholders who do not subscribe for their full entitlement of Shares under the Entitlement Offer and ineligible shareholders unable to participate in the Entitlement Offer will be diluted relative to those shareholders who subscribe for some or all of their Entitlement and those persons who subscribe for the Shortfall;

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

  • (A) eligible shareholders will be entitled to top-up their shareholding, by subscribing for additional shares to be issued from the Shortfall pool. However, the Company will only issue such Shares pursuant to an application received where the Directors are satisfied, in their discretion, that the issue of the Shares will not increase the applicant’s voting power above 19.90%. Having regard to the number of Shares to be issued under the Offer, even if a substantial Shortfall eventuated, a participant in the Shortfall offer would not be in a position to exercise any substantive control in the Company; and

  • (B) secondly, and to the extent of any remaining Shares forming the Shortfall, to sub-underwriters of the Entitlement Offer in the proportions determined by the Underwriter. In the event Northern Star are required to subscribe for their full underwriting commitment and take up their entitlement under the Offer (assuming no other subscriptions are received and no other sub-underwriter subscribes for their sub-underwriting commitment, their maximum voting power will increase to 24.95%. However, it is unlikely that no shareholders, other than Northern Star, will take up entitlements under the Offer. Northern Star’s obligation and therefore its voting power will reduce by a corresponding amount for the amount of entitlements under the Offer taken up by the other shareholders.

Yours sincerely TREVOR HART

Company Secretary/CFO

For further information, please contact: Trevor Hart – Venturex Resources Limited on (08) 6389 7400

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