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DEVELOP GLOBAL LIMITED Share Issue/Capital Change 2009

Jul 15, 2009

64801_rns_2009-07-15_d3a25197-ec66-495f-85c7-227742336b8d.pdf

Share Issue/Capital Change

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==> picture [239 x 80] intentionally omitted <==

ASX ANNOUNCEMENT ASX Code: VXR

16 July 2009

Company Announcements Office ASX Limited Level 8 Exchange Plaza 2 The Esplanade PERTH WA 6000

Dear Sir

SATISFACTION OF CONDITIONS PRECEDENT – DEED OF REVOCATION OF EXERCISE OF OPTION AND VARIATION TO JOINT VENTURE AGREEMENT

Venturex Resources Limited (Venturex) advises that it has satisfied the remaining outstanding condition precedent in the Deed of Revocation of Exercise of Option and Variation to Joint Venture Agreement dated 12 November 2009 with Liberty Mining Pty Ltd (Liberty) and Ourwest Corporation Pty Ltd (Ourwest).

The Company has today issued 4,500,000 shares to Liberty. The issue was approved by Shareholders in General Meeting on 17 June 2009.

Liberty acknowledges that the shares were issued without disclosure under Section 708 of the Corporations Act and agrees that it shall not seek to sell or dispose of the shares until the earlier of:

  • (a) The day after Venturex lodges with the ASIC a prospectus for the offer of securities in accordance with Section 708A(11) of the Act; or

  • (b) 12 months after the date of issue of the Shares.

An Appendix 3B is attached to this announcement.

Yours faithfully

TIM SUGDEN Managing Director

Encls

ABN 28 122 180 205 Tel: +61 8 6424 9188 www.venturexresources.com Fax: +61 8 9463 7836 E: [email protected]

Registered & Principal Office Level 1, 35 Richardson Street, West Perth WA 6005 PO Box 863, West Perth WA 6872

S:\New Structure\CS\ASX Announcements\Released\3B - Liberty Mining - 16-7-09.Doc

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

Venturex Resources Limited (ASX Code: VXR)

ABN

28 122 180 205

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

  • 1 +Class of +securities issued or to be issued Fully paid ordinary shares

  • 2 Number of[+] securities issued or to be issued 4,500,000 (if known) or maximum number which may be issued

  • 3 Principal terms of the[+] securities (eg, if Pari passu with existing ordinary shares options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

  • 4 Do the +securities rank equally in all Yes respects from the date of allotment with an existing +class of quoted +securities?

If the additional securities do not rank equally, please state:

  • the date from which they do

  • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

  • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

  • See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 2

Appendix 3B New issue announcement

  • 5 Issue price or consideration

1 cent per share

6 Purpose of the issue Issued in consideration for Liberty Mining (If issued as consideration for the acquisition Corporation Pty Ltd and Ourwest Corporation Pty of assets, clearly identify those assets) Ltd agreeing to the cancellation of the option exercised by the Company under the terms of the JV Agreement. Approved in General Meeting on 17 June 2009.

  • 7 Dates of entering +securities into 16 July 2009 uncertificated holdings or despatch of certificates

  • 8 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 2 & 38 if applicable)

Code Ordinary
Shares
Options Exercise
Price
Expiry
Date
JUT 390,256,681
JUTO 38,634,237 $0.20 31/07/2009
Total Listed 390,256,681 38,634,237
  • 9 Number and[+] class of all[+] securities not quoted on ASX ( including the securities in clause 2, not including the securities in clause 38, if applicable)
Code Ordinary
Shares
Options Exercise
Price
Expiry Date Escrow
Release
JUTAB - 1,457,148 $0.20 22/04/2011 -
JUTAC - 650,000 $0.20 30/11/2010 -
JUTAO - 21,000,000 $0.10 12/01/2012 -
Total Unlisted - 23,107,148
  • 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Unchanged

Part 2 - Bonus issue or pro rata issue

  • 11 Is security holder approval required? N/A

  • 12 Is the issue renounceable or nonN/A renounceable?

  • 13 Ratio in which the[+] securities will be N/A offered

  • 14 +Class of +securities to which the offer N/A relates

  • 15 +Record date to determine entitlements N/A 16 Will holdings on different registers (or N/A subregisters) be aggregated for calculating entitlements?

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 3

Appendix 3B New issue announcement

17
Policy for deciding entitlements in relation
to fractions
18
Names of countries in which the entity has
+security holders who will not be sent new
issue documents
Note: Security holders must be told how their entitlements are
to be dealt with.
Cross reference: rule 7.7.
19
Closing date for receipt of acceptances or
renunciations
20
Names of any underwriters
21
Amount of any underwriting fee or
commission
22
Names of any brokers to the issue
23
Fee or commission payable to the broker
to the issue
24
Amount of any handling fee payable to
brokers
who
lodge
acceptances
or
renunciations on behalf of +security
holders
25
If the issue is contingent on +security
holders’ approval, the date of the meeting
26
Date entitlement and acceptance form and
prospectus
or
Product
Disclosure
Statement will be sent to persons entitled
27
If the entity has issued options, and the
terms entitle option holders to participate
on exercise, the date on which notices will
be sent to option holders
28
Date
rights
trading
will
begin
(if
applicable)
29
Date rights trading will end (if applicable)
30
How do +security holders sell their
entitlements in full through a broker?
31
How do +security holders sell part of their
entitlements through a broker and accept
for the balance?
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Appendix 3B New issue announcement

  • 32 How do +security holders dispose of their N/A entitlements (except by sale through a broker)?

  • 33 +Despatch date N/A

33 +Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities ( tick one )

  • (a) Securities described in Part 1 �

  • (b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional[+] securities setting out the number of holders in the categories

1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37 A copy of any trust deed for the additional[+] securities

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 5

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of securities for which+quotation
is sought
39 Class of+securities for which quotation is
sought
  • 40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities?

If the additional securities do not rank equally, please state:

• the date from which they do

  • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

  • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

  • 42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)
Code Ordinary
Shares
Options Exercise
Price
Expiry
Date
  • See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Appendix 3B New issue announcement

Quotation agreement

  • 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides.

  • 2 We warrant the following to ASX.

  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those[+] securities should not be granted[+] quotation.

  • An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

  • If we are a trust, we warrant that no person has the right to return the[+] securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

  • 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

  • 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ............................................................ Date: 16 July 2009 Company Secretary

Print name: Liza Carpene

== == == == ==

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7