DEVELOP GLOBAL LIMITED — Regulatory Filings 2018

Sep 9, 2018

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Venturex Resources Limited
ACN/ARSN	ACN 28 122 180 205
1. Details of substantial holder (1)
Name	Regent Pacific Group Limited ("Regent Pacific") and each of its related bodies corporate listed in the Annexure, each of which has given authority to Regent Pacific to lodge this notice on its behalf (together, "Regent Pacific Group")
ACN/ARSN (if applicable)	N/A
There was a change in the interests of the substantial holder on	27/08/2018
The previous notice was given to the company on	24/11/2017
The previous notice was dated	24/11/2017
2. Previous and present voting power	and the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contra

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice		Present notice
		Person's votes Voting power (5)	Person's votes	$ V$ oting power $(5)$
Ordinary shares	606.128,898 (Please check remarks)	606,128,898 (16.844%) (Please check remarks)	40.084,733	40,084,733 (16.709%)

3. Changes in relevant interests

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Particulars of each change in, or change in the nature of, a related interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
29/01/2018	Galloway Limited (a company indirectly wholly owned by James Mellon, being a Director and substantial shareholder of Regent Pacific Group Limited)	Disposal of 4,857,909 VXR shares on the market, which did not trigger any disclosure obligation for Regent Pacific	A\$87,374.35	4.857.909 ordinary shares	4,857,909 ordinary shares
27/08/2018	Regent Pacific Group	Decrease in the number of VXR shares held as a result of the 15:1 share consolidation (as announced by VXR on 13 August 2018), which took effect on 27 August 2018	Not applicable	548,038,823 ordinary shares	548.038.823 ordinary shares
27/08/2018	Galloway Limited (a company indirectly wholly owned by James Mellon, being a Director and substantial shareholder of Regent Pacific Group Limited)	Decrease in the number of VXR shares held as a result of the 15:1 share consolidation (as announced by VXR on 13 August 2018), which took effect on 27 August 2018	Not applicable	13,147,433 ordinary shares	13, 147, 433 ordinary shares

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
Regent Pacific Group	Regent Pacific Group Limited	Regent Pacific	Controller/beneficial owner of shares	39.145.631 ordinary shares	39.145.631 ordinary shares
Galloway Limited	Pershing Nominees Limited	Galloway Limited	Controller/beneficial owner of shares	939.102 ordinary shares	939.102 ordinary shares

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable),	Nature of association

6. Addresses

The addresses of persons named in this form are as follows:

Signature

DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related $(1)$ corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
• Include details of: $(6)$
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If $(a)$ subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the $(b)$ voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant $(7)$ interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
• If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an $(8)$ option) write "unknown".
• Give details, if appropriate, of the present association and any change in that association since the last substantial $(9)$ holding notice.

GUIDE

GUIDE	included by ASIC to assist you in completing and lodging form 604.
Signature	This form must be signed by either a director or a secretary of the substantial holder.
Lodging period	Nil.
Lodging fee	Nil.
Other forms to be completed	Nil.
Additional information	If additional space is required to complete a question, the information may be included on a (a) separate piece of paper annexed to the form. (b) This notice must be given to a listed company, or the responsible entity for a listed managed investment scheme. A copy of this notice must also be given to each relevant securities exchange. The person must give a copy of this notice: (c) within 2 business days after they become aware of the information; or (i) by 9.30 am on the next trading day of the relevant securities exchange after they become (ii) aware of the information if: a takeover bid is made for voting shares in the company or voting interests (A) in the scheme; and the person becomes aware of the information during the bid period. (B)
Annexures	To make any annexure conform to the regulations, you must 1 use A4 size paper of white or light pastel colour with a margin of at least 10mm on all sides 2 show the corporation name and ACN or ARBN 3 number the pages consecutively 4 print or type in BLOCK letters in dark blue or black ink so that the document is clearly legible when photocopied 5 identify the annexure with a mark such as A, B, C, etc 6 endorse the annexure with the words: This is annexure (mark) of (number) pages referred to in form (form number and title) 7 sign and date the annexure The annexure must be signed by the same person(s) who signed the form.

This guide does not form part of the prescribed form and is

Information in this guide is intended as a guide only. Please consult your accountant or solicitor for further advice.

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Remarks to Form 604 dated 7 September 2018 filed by Regent Pacific Group Limited

Regent Pacific Group Limited has just learnt the following changes in the holding of VXR shares by Galloway Limited ("Galloway"), a company indirectly wholly owned by James Mellon, being a Director and substantial shareholder of Regent Pacific Group Limited, which result in rectification of the previously-filed Forms 604 dated 10 August 2017 and 24 November 2017.

• $\mathbf{1}$ . Rectification of Form 604 dated 10 August 2017
• Item 3 (Changes in relevant interests): $a₁$
  • Galloway only subscribed for 19,999,999 new VXR ordinary shares under the 2:7 Entitlement Issue on 10 August 2017 (instead of 20,000,000 ordinary shares as disclosed).
• Item 4 (Present relevant interests): b.
  • The "Class and number of securities" and "Person's votes" of Galloway as at 10 August 2017 should therefore be 29,499,999 ordinary shares (instead of 29,500,000 ordinary shares as disclosed).
• Item 2 (Previous and present voting power): c.
  • The "Person's votes" and "Voting power" of Regent Pacific Group for the "Present $\blacksquare$ notice (as at 10 August 2017) should therefore be 616,684,453 ordinary shares (18.266%) (instead of 616,684,454 ordinary shares (18.266%) as disclosed).
• Rectification of Form 604 dated 24 November 2017 $2.$
• Item 2 (Previous and present voting power): a.
  • The "Person's votes" and "Voting power" of Regent Pacific Group for the "Previous $\blacksquare$ notice" as at (10 August 2017) should therefore be 616,684,453 ordinary shares (18.266%) (instead of 616,684,454 ordinary shares (18.266%) as disclosed).
• Item 3 (Changes in relevant interests): b.
  • On 9 November 2017, Galloway disposed of 5,000,000 shares on the market at $\blacksquare$ the total consideration of A\$109,912.00, which did not trigger any disclosure obligation for Regent Pacific.
• Item 4 (Present relevant interests): C.
  • The "Class and number of securities" and "Person's votes" of Galloway as at 24 November 2017 should therefore be 18,944,444 ordinary shares (instead of 23,944,445 ordinary shares as disclosed).
• d. Item 2 (Previous and present voting power):
  • The "Person's votes" and "Voting power" of Regent Pacific Group for the "Present notice" as at (24 November 2017) should therefore be 606,128,898 ordinary shares (18.844%) (instead of 611,128,899 ordinary shares (16.983%) as disclosed).

Stella Funq

Company Secretary Regent Pacific Group Limited 7 September 2018

Continuation Sheet to Form 604 dated 7 September 2018
filed by Regent Pacific Group Limited

Addresses 6.

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Name	Address
Regent Pacific Group Limited	Registered office address: P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands
	Correspondence address: 8th Floor, Henley Building, 5 Queen's Road Central, Hong Kong
Galloway Limited	P.O. Box 3186, Palm Grove House, Road Town, Tortola, VG 1110, British Virgin Islands
Pershing Nominees Limited	The Royal Liver Building, Pier Head, Liverpool, L3 1LL, United Kingdom

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Stella Fung
Company Secretary
Regent Pacific Group Limited
7 September 2018

Annexure

This is the Annexure of one (1) page mentioned in the ASIC Form 604 signed by me and dated 7 September 2018.

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Stella Fung Company Secretary Regent Pacific Group Limited 7 September 2018

List of related bodies corporate of Regent Pacific Group Limited

• Alphorn Management Limited $1.$
• Amerinvest Coal Industry Holding Company (BVI) Limited $2.$
• Amerinvest Coal Industry Holding Company (Hong Kong) Limited 3.
• Amerinvest Coal Industry Holding Company Limited $4.$
• AstroEast.com Limited 5.
• Capital Nominees Limited $6.$
• Interman Holdings Limited $\overline{7}$ .
• Interman Limited 8.
• MinMetallurgical Consultants Limited 9.
• Plethora Solutions Holdings plc $10.$
• Plethora Solutions Limited $11.$
• Regent (Australia) Limited $12.$
• Regent Coal (Holdings) Limited $13.$
• Regent Corporate Finance Limited 14.
• Regent Financial Services Limited $15.$
• Regent Fund Management (Asia) Limited 16.
• Regent Fund Management Limited 17.
• Regent (Indonesia I) Limited 18.
• Regent (Indonesia II) Limited 19.
• Regent Metals Holdings Limited $20.$
• Regent Pacific Group (Hong Kong) Limited $21.$
• RPG (Bahamas) Limited $22.$
• RPG Investments I Limited 23.