DEVELOP GLOBAL LIMITED — Regulatory Filings 2021

Feb 23, 2021

Proposed issue of securities

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Announcement Summary

Entity name

VENTUREX RESOURCES LIMITED

Announcement Type

New announcement

Date of this announcement

Wednesday February 24, 2021

The Proposed issue is:

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A standard pro rata issue (including non-renounceable or renounceable) A placement or other type of issue

Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable)

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
n/a	Unlisted options with strike price of 13.5 cents and 2 year	27,672,413
	expiry date
VXR	ORDINARY FULLY PAID	55,344,826

Ex date

Wednesday May 19, 2021

+Record date

Thursday May 20, 2021

Offer closing date

Monday June 7, 2021

Issue date

Tuesday June 8, 2021

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
n/a	Unlisted options with strike price of 13.5 cents and 2 year	87,518,815
	expiry date

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Proposed issue of securities

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n/a	Unlisted Options exercisable at 15 cents with an expiry date	70,000,000
	of 4 years after issue date
n/a	unlisted options exercisable $0.15 each with a 3 year expiry	70,000,000
	date after date of issue
VXR	ORDINARY FULLY PAID	175,037,629
Proposed +issue date
Friday May 21, 2021
Refer to next page for full	details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

VENTUREX RESOURCES LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

Registration Number

ABN 28122180205

1.3 ASX issuer code

VXR

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Wednesday February 24, 2021

1.6 The Proposed issue is:

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A standard +pro rata issue (non-renounceable or renounceable) A placement or other type of issue

1.6a The proposed standard +pro rata issue is:

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• Non-renounceable

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 - Are any of the following approvals required for the entitlement offer to be unconditional? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity

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No

Part 3B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

VXR : ORDINARY FULLY PAID

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? Yes No

Details of +securities proposed to be issued

ASX +security code and description

VXR : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

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Proposed issue of securities
The quantity of additional +securities	For a given quantity of +securities
to be issued	held
1	7
What will be done with fractional	Maximum number of +securities
entitlements?	proposed to be issued (subject to
	rounding)
Not applicable	55,344,826
Offer price details for retail security holders
In what currency will the offer be	What is the offer price per +security
made?	for the retail offer?
AUD - Australian Dollar	AUD 0.08000

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? No

Will a scale back be applied if the offer is over-subscribed? No Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

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ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)

Have you received confirmation from ASX that the terms	Will the entity be seeking quotation of the 'new' class of
of the proposed +securities are appropriate and	+securities on ASX?
equitable under listing rule 6.1?
No	No
ASX +security code	+Security description
New class-code to be confirmed	Unlisted options with strike price of 13.5 cents and 2 year
	expiry date

+Security type Options

Offer ratio (ratio of attaching securities at which the new +securities will be issued)	Offer ratio (ratio of attaching securities at which the new +securities will be issued)
The quantity of attaching +securities to be issued	For a given quantity of the new +securities issued
1	2
What will be done with fractional entitlements?	Maximum number of +securities proposed to be issued
Not applicable	(subject to rounding)
	27,672,413
Offer price details for retail security holders
In what currency will the offer be made?	What is the offer price per +security for the retail offer?
	AUD 0.13500
AUD - Australian Dollar

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? No

Will a scale back be applied if the offer is over-subscribed? No

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

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Options details

+Security currency

AUD - Australian Dollar

Exercise price

AUD 0.1350

Expiry date

Wednesday May 31, 2023

Details of the type of +security that will be issued if the option is exercised

VXR : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

One fully paid ordinary share (ASX:VXR)

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

www.venturexresources.com

Part 3C - Timetable

3C.1 +Record date

Thursday May 20, 2021

3C.2 Ex date

Wednesday May 19, 2021

3C.4 Record date

Thursday May 20, 2021

3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue

Monday May 24, 2021

3C.6 Offer closing date

Monday June 7, 2021

3C.7 Last day to extend the offer closing date

Wednesday June 2, 2021

3C.9 Trading in new +securities commences on a deferred settlement basis

Tuesday June 8, 2021

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3C.10 Last day for entity to announce the results of the offer to ASX, including the number and percentage of +securities taken up by existing +security holders and any shortfall taken up by underwriters or other investors Thursday June 10, 2021 3C.11 +Issue date Tuesday June 8, 2021 3C.12 Date trading starts on a normal T+2 basis Wednesday June 9, 2021 3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis Friday June 11, 2021 Part 3E - Fees and expenses 3E.1 Will there be a lead manager or broker to the proposed offer? Yes 3E.1a Who is the lead manager/broker? Argonaut Securities Pty Ltd 3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? 1% 3E.2 Is the proposed offer to be underwritten? Yes 3E.2a Who are the underwriter(s)? Argonaut Securities Pty Ltd 3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)? Fully Underwritten 3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)? Total fee is $185,000 3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated the S&P / ASX All Ordinaries Index or S&P / ASX Small Resources Index fall more than 15% from the date of the Underwriting Agreement over a period of three consecutive business days; 3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? No 3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

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3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Legal fees and documentation

Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

Intended to be used: Development activities for the Sulphur Springs project, TSF geotechnical design, Infill drilling, exploration, FEED study and provide corporate and general working capital.

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No

3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No

3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue

all countries other than Australia, New Zealand, Singapore, Hong Kong, China and the United Kingdom.

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities No

3F.6 URL on the entity's website where investors can download information about the proposed issue

www.venturexresources.com

3F.7 Any other information the entity wishes to provide about the proposed issue

3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? Yes

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval Friday May 14, 2021 Estimated

Comments

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? Yes

Details of +securities proposed to be issued

ASX +security code and description

VXR : ORDINARY FULLY PAID

Number of +securities proposed to be issued

175,037,629

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

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In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.08000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Unlisted options with strike price of 13.5 cents and 2 year expiry date

+Security type Options Number of +securities proposed to be issued 87,518,815

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Free attaching options, 1 for 2 shares subscribed

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

140,030,310.000000

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	Proposed issue of securities
	Will all the +securities issued in this	class rank equally in all respects from their issue date?
	Yes
	Options details
	+Security currency
	AUD - Australian Dollar
	Exercise price	Expiry date
	AUD 0.1350	Sunday May 21, 2023
	Details of the type of +security that will be issued if the option is exercised
	VXR : ORDINARY FULLY PAID
	Number of securities that will be issued if the option is exercised 87,518,815
	Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities
	proposed to be issued or provide the information by separate announcement. www.venturexresources.com
	Is the proposed security a 'New	Will the proposed issue of this
	class' (+securities in a class that is	+security include an offer of
	not yet quoted or recorded by ASX)	attaching +securities?
	or an 'Existing class' (additional	No
	securities in a class that is already
	quoted or recorded by ASX)?
	New class

Details of +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities are non CDIs)
Have you received confirmation from	Will the entity be seeking quotation
ASX that the terms of the proposed	of the 'new' class of +securities on
+securities are appropriate and	ASX?
equitable under listing rule 6.1?	No
No
ASX +security code	+Security description
New class-code to be confirmed	Unlisted Options exercisable at 15 cents with an expiry date of 4 years after
	issue date
+Security type
Options

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Proposed issue of securities
Number of +securities proposed to be issued
70,000,000
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
No
Please describe the consideration being provided for the +securities
Unlisted options issued issued to a third party pursuant to the terms and conditions as per consultancy agreement.
Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes
Options details
+Security currency Exercise price	Expiry date
AUD - Australian Dollar AUD 0.1500	Saturday May 24, 2025
Details of the type of +security that will be issued if the option is exercised
VXR : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
70,000,000
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities
proposed to be issued or provide the information by separate announcement.
Is the proposed security a 'New Will the proposed issue of this
class' (+securities in a class that is +security include an offer of
not yet quoted or recorded by ASX) attaching +securities?
or an 'Existing class' (additional No
securities in a class that is already
quoted or recorded by ASX)?
New class

Details of +securities proposed to be issued

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ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed unlisted options exercisable $0.15 each with a 3 year expiry date after date of issue

+Security type

Options

Number of +securities proposed to be issued 70,000,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.15000

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details

+Security currency AUD - Australian Dollar

Exercise price Expiry date AUD 0.0800 Tuesday May 21, 2024

Details of the type of +security that will be issued if the option is exercised VXR : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised one fully paid ordinary share (ASX: VXR)

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

www.venturexresources.com

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Part 7C - Timetable

7C.1 Proposed +issue date

Friday May 21, 2021

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? Yes

7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1

Friday May 14, 2021

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Argonaut Securities Pty Ltd

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? 1% management

7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue Legal and documentation fees

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Part 7F - Further Information

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7F.01 The purpose(s) for which the entity is issuing the securities

intended to be used: Development activities for the Sulphur Springs project, TSF geotechnical design, Infill drilling, exploration, FEED study and provide corporate and general working capital.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

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