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1 $11.0m CAPITAL RAISING BRINGS NEW CORNERSTONE SHAREHOLDER Venturex agrees strategic 15% Placement at $0.04 per share to Northern Star Resources Limited 1:10 non-renounceable Entitlement Issue at $0.036 per share fully underwritten by Northern Star Resources Limited Capital raising to fund Feasibility Study completion, expanded exploration programs in the Pilbara and Brazil, and general working capital Non-binding Memorandum of Understanding to explore potential joint development options for the Pilbara Copper- Zinc Project Mr Ray Parry, Northern Star Resources Limited s General Manager - Finance & Commercial, joins the Board Venturex Resources Limited (Venturex or the Company) (ASX:VXR) today announces an $11.0 million equity raising supported by new cornerstone Shareholder Northern Star Resources Limited (ASX:NST) (Northern Star) via: a strategic 15% Share Placement at $0.04 per share to Northern Star to raise a total of $6.5 million, being a 5.3% premium to the last closing price or a 7.2% premium to the 5 day VWAP ; and a 1:10 underwritten non-renounceable Entitlement Issue providing all eligible Shareholders (including Northern Star) the opportunity to subscribe for shares at $0.036 per share to raise $4.5 million. The Entitlement Issue is fully underwritten by Northern Star. Following the Placement, Northern Star will hold ~13% of the issued share capital of Venturex and has committed to subscribe for its prorata entitlement (post the Placement) under the Entitlement Issue. The $11.0 million raising ensures Venturex is fully funded for the next 12 months as the Company advances towards a project development decision. The funds will be applied to complete the Feasibility Study, expanded exploration programs in the Pilbara and Brazil, and for general working capital purposes. Northern Star has, subject to compliance with the Listing Rules, the right for 2 years and whilst it holds more than 10% of Venturex to maintain its percentage Shareholding in Venturex under any new equity issues on the same terms as any new issue. Venturex has entered into a non-binding Memorandum of Understanding (MOU) with Northern Star to explore the potential options for joint development of the Pilbara Copper-Zinc Project (Project) located in Western Australia. In addition, Northern Star s General Manager - Finance & Commercial, Mr Ray Parry, has joined the Company s Board as a Non-Executive Director. ASX Announcement ASX Code: VXR Released: 29 May 2012 For further details Michael Mulroney Managing Director T: M: michael.mulroney@venturexresources.com Board Tony Kiernan Chairman Michael Mulroney Managing Director Allan Trench Non-Executive Director John Nitschke Non-Executive Director Ray Parry Non-Executive Director Anthony Reilly Executive Director Liza Carpene Company Secretary Contact Details Registered Office Suite 3, Level Cambridge Street West Leederville WA 6007 T: F: admin@venturexresources.com ABN:

2 The Company s Managing Director, Michael Mulroney said We welcome the investment in Venturex s future by an experienced and successful mining company such as Northern Star. We believe they can make a significant contribution to our ambition to develop a substantial new high grade copper-zinc operation in the Pilbara region. The MOU allows both groups to explore options for the possible joint development of the Project that leverages the strengths of each group together with our combined presence in the Pilbara region, Mr Mulroney said. He added The Company will, in conjunction with finalising the Feasibility Study, increase its resource development and exploration programs, primarily on targets in the Pilbara region plus a maiden drilling program on selected targets in the Tapajós region of Brazil. Northern Star s Managing Director, Mr Bill Beament said Northern Star is pleased to become a cornerstone investor in Venturex as their Project meets our criteria, in part because it would enjoy a high head-grade, high cash margins and can be bought into production in a reasonable time. CORPORATE UPDATE Securities Information The 15% placement to Northern Star will result in the issue of 163,086,409 ordinary fully paid shares. The issued capital structure of the Company will be: 1,250,329,135 ordinary fully paid shares, and 38,500,000 1 unlisted options with various expiry dates Northern Star s holding post the 15% placement will be ~13% of the issued share capital. The documentation and timetable for the Entitlement Issue is currently being finalised and will be released in due course. Subject to the completion of the proposed Entitlement Issue, a further 125,032,913 ordinary fully paid shares will be issued, resulting in the expanded capital of the Company increasing to 1,375,362,048 ordinary fully paid shares. Northern Star s shareholding post the Entitlement Issue will be dependent on the take up of entitlements by other existing Shareholders. Finance Following the settlement of the 15% Placement and completion of the planned Entitlement Issue, the Company will receive ~$10.6m (after transaction costs) with its then net cash position being $11.2m. The Company intends to use the raised funds in the following manner: $1.9m Completion of the Feasibility Study $2.3m Exploration in Australia $1.0m Exploration in Brazil $5.4m Working Capital Venturex retained Argonaut and Steinepreis Paganin as advisers to assist with the transaction. 1 A further 10,000,000 unlisted options are proposed to be granted to the Managing Director of the Company, subject to Shareholder approval at the next General Meeting, as part of his remuneration package as announced on 15 February

3 Board Changes Following completion of the Placement, Mr Ray Parry has joined the Company s Board as a Non-Executive Director. Mr Parry is an Accountant with over 25 years of experience in finance and management positions across a number of different industries. He joined Northern Star in his current role in September 2010 and is its General Manager Finance & Commercial. Prior to joining Northern Star, he held senior management positions with St Barbara Ltd and regional finance responsibilities for Kerr-McGee Corporation (USA) in the Asia Pacific. He has also held management positions in the banking industry. Mr Parry holds a Degree in Accounting and Finance, a Masters of Business Administration specialising in International Business, and is a Certified Practising Accountant. Standard Non-Executive Director fees of $50,000 per annum in total will be paid in relation to Mr Parry s appointment as a Director. General Meeting Following completion of the Placement, the Company will convene a General Meeting of Shareholders on a date to be advised to consider: the approval of 10,000,000 unlisted options proposed to be granted to the Managing Director (Michael Mulroney) as part of his remuneration package as announced on 15 February 2012; the re-election of Messrs Parry and Mulroney as Directors of the Company; and the ratification of the 15% Placement. ACTIVITIES UPDATE The Company is pleased to provide the following update on its activities: PILBARA COPPER-ZINC PROJECT Feasibility Study The Feasibility Study is centred on the development of a 1 Mtpa Sulphur Springs processing facility sourcing high grade copper-zinc (Cu-Zn) ore from the proposed Sulphur Springs underground mine and two open pit mines at Whim Creek. The operation will be a conventional milling and flotation circuit producing separate, high quality Cu and Zn concentrates for shipment to overseas markets. Figure 1: Pilbara Copper-Zinc Project Key Locations 3

4 The Feasibility Study group (RMDSTEM and GR Engineering) continue to refine the Feasibility Study in several core areas including: optimisation of the Project s production schedule; location and design of tailings storage facility; and potential capital reduction options through outsourcing and the use of shared infrastructure. The expected completion date of the Feasibility Study remains the end of the September 2012 quarter. Mining Studies Final optimisation of the combined mine development and production schedules for the Sulphur Springs, Mons Cupri and Whim Creek deposits are nearing completion. Potential mine life extension through the possible inclusion of the high grade Salt Creek and Evelyn deposits into the future development schedule is being evaluated in parallel to the Feasibility Study. Open Pits The Mons Cupri and Whim Creek open pits have been re-optimised using updated resource models and revised cost inputs. This work will result in smaller pits with substantially higher ore grades, lower stripping ratios and robust geotechnical parameters. Underground The design of the underground mine at Sulphur Springs is being optimised on revised financial parameters and the use of paste fill instead of cemented rock fill, to increase mining recoveries and reduce dilution, as well as to reduce the size of the tailings storage required. Metallurgical Test Work Finalisation of all metallurgical testwork parameters using Sulphur Springs water is virtually complete in conjunction with continuing paste characterisation and paste fill test work. Process Design Detailed engineering design for the 1Mtpa Sulphur Springs processing facility and associated infrastructure has commenced. Alternative locations for the tailings storage facility are being investigated in order to minimise the environmental footprint. Infrastructure Infrastructure designs have been revised to reflect the scale of operations at a Sulphur Springs Hub. Available water supplies are, on the basis of previous hydrogeological work, considered to be adequate for the plant proposed, with additional work planned to increase the confidence levels in both mine dewatering and water supply planning. Evaluation of transport, port logistics and shipping solutions for both copper and zinc concentrates are ongoing. As announced on 27 April 2012, Venturex has entered into an agreement with Atlas Iron Limited to establish a Haul Road linking the new Abydos mining operation to the existing sealed Marble Bar Road via the Company s access road route to the proposed Sulphur Springs Hub site. In addition, the parties will further explore other opportunities for the use of shared infrastructure in the region to reduce capital costs and environmental disturbance. Environment and Permitting Finalisation of fauna, flora and ecosystems surveys is underway, with further work possibly required to satisfy the requirements of alternate tailings storage facility sites and expanded infrastructure corridors. 4

5 Stakeholder consultation is continuing for the proposed Sulphur Springs Hub plan with a range of State Government authorities, local government and other bodies in the Pilbara Region regarding environmental assessment processes and related technical issues. Finance Discussions are continuing with a number of national and international banks, regarding the provision of funding structures for the construction of the Pilbara Copper-Zinc Project. Whim Creek Site In February 2012, the Company entered into a short term leasing agreement for a portion of the Whim Creek Accommodation Village with a large mining company in the region. The arrangement will conclude at the end of May 2012 and the Company has commenced discussions with other regional groups seeking short term accommodation in the area. The Whim Creek Hotel remains closed at this time pending the outcome of the feasibility study or sufficient occupancy levels in the Accommodation Village to support the operating costs of the Hotel. The Site Access and Oxide Ore Processing agreement entered into in February 2010 with WASCO Mining Company Pty Ltd (WASCO) at Whim Creek has expired. The Company is currently in discussion with WASCO with respect to a potential extension of the previous agreement on revised terms and conditions. The Company, in consultation with the Department of Environment, has agreed to undertake a remedial plan for the upgrading of the existing site Evaporation Pond constructed by the previous site operator. It is anticipated that this work will be undertaken and completed within the next six months. PILBARA EXPLORATION Liberty-Indee Joint Venture (VXR 70%) Assay results have been received for the initial Reverse Circulation (RC) drilling program undertaken around a copper gossan near Donkey Well. Eight holes (VLR001 VLR008) were drilled for a total of 793m. Minor base metal sulphide mineralisation was intersected in two holes within broad alteration halos. Significant results include: Hole ID From To (m) (m) Width (m) Copper % Zinc % Lead % Silver g/t Gold g/t VLR001 VLR002 VLR003 VLR004 VLR005 VLR including VLR including VLR008 The results are inconclusive and additional structural analysis of the prospect area is underway. Future Exploration There is excellent potential for further additions to known Mineral Resources and Ore Reserves through exploration of the 35 kilometres of prospective stratigraphy at the Whim Creek, Salt Creek and Liberty-Indee JV areas. Exploration programs are currently being developed on the Company s immediate priority targets, including: down plunge extensions to the Evelyn deposit at Liberty-Indee JV, notably the drill-testing of existing strong off-hole electromagnetic anomalies 5

6 Figure 2 - Evelyn Deposit Long Section Figure 3 - Liberty Indee JV Regional Targets the down plunge extensions to the Salt Creek deposit and the Balla Balla prospect; and Figure 4 - Salt Creek Prospect Exploration Long Section Figure 5 - Balla Balla Prospect Long Section the broader Mons Cupri area including the new Mons Cupri South West prospect. Further exploration and water drilling may be planned as part of the Feasibility Study. The Company has lodged an Exploration Licence application for 5 sub-blocks located immediately west and to the east of Exploration Licence E47/1029. The Company is continuing to evaluate other opportunities to add to its copper-zinc resource base in the Pilbara. BRAZIL EXPLORATION Venturex is exploring for large gold deposits in Brazil through its wholly owned subsidiary, CMG Mineração Ltda (CMGM). Figure 6: Gold projects controlled by CMG Mineração Ltda in Mato Grosso and Pará, Brazil 6

7 Serre Verde The Company is still awaiting the grant of Exploration Licences at Serra Verde. In the interim, the Exploration Team has commenced preparations for the environmental submissions in order to expedite the necessary approvals once the tenements have been granted. The Serre Verde targets are the Company s high priority exploration targets. Castelo de Sonhos The remaining gold assay results from the ongoing geochemical auger drilling at the Castelo de Sonhos Project in the Tapajós district have been received. Figure 7: Castelo de Sonhos gold project, auger sampling results. Note: All results reported in ppb Au. The auger geochemical results have extended and improved the continuity of the original gold anomaly. The results have outlined broad NW trending zones of anomalous gold values surrounding narrower quartz filled structures with rock chips values up to 3.29g/t gold. Nova Canaã An auger geochemical drilling is underway within tenement at the Novo Canaã Project, A total of 41 holes remain to be completed in the 111 hole program drilled on 800m x 200m grid. Figure 8: Nova Canaã Project 7

8 Figure 9: Nova Canaã Auger drill hole and trench assay results Initial assay results have defined a consistent gold anomaly above a background cut-off threshold of 16ppb Au. These positive results are coincident with interpreted regional structure and various quartz vein outcrops and will require further infill auger sampling and trenching. In addition, four short trenches were excavated across a mineralised shear zone targeted previously by local prospectors. All trenches successfully intersected the sheared vein target and confirmed the trend of the mineralised structure. Best trench results included 12NCTR002 which intersected 0.36g/t Au and 12NCTR003 which intersected 9.9g/t Au, including 22.9g/t (refer Figure 9 above). The mineralised intersections are consistently controlled by two or three steep easterly dipping quartz veins located at a sheared contact between two granites. NOTICE UNDER SECTION 708A(5)(E) OF THE CORPORATIONS ACT 2001 This notice is given by Venturex Resources Limited (Company) under Section 708A(5)(e) of the Corporations Act 2001 (Cth) (Corporations Act). The Company hereby confirms that: a) it issued 163,086,409 fully paid ordinary shares (Shares) to Northern Star Resources Limited on 28 May 2012, as per this announcement; b) the Shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act; c) the Company is providing this notice under paragraph 5(e) of section 708A of the Corporations Act; d) as at the date of this notice the Company has complied with: i. the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and ii. section 674 of the Corporations Act as it applies to the Company; and e) as at the date of this announcement, there is no excluded information of the type referred to in Sections 708A(7) and 708A(8) of the Corporations Act. MICHAEL MULRONEY Managing Director 8

9 For further information, please contact: Michael Mulroney / Liza Carpene Venturex Resources Limited on (08) Tony Dawe Professional Public Relations on / (08) About Venturex Resources Limited Venturex Resources Limited (ASX: VXR) is an exploration and development company with a portfolio of VMS projects in the Western Pilbara. Venturex owns or controls the Whim Creek Copper Mine and all associated mining leases and exploration tenements including copper, zinc, lead, silver and gold resources at Whim Creek, Mons Cupri, Salt Creek, Liberty Indee and Sulphur Springs. Other assets include the Whim Creek Hotel, an accommodation village, crushing circuit and various mining infrastructure. The Compan y is committed to a strategy of consolidating VMS projects in the Western Pilbara and developing a centralised processing hub in the area. Venturex is also exploring for gold in Brazil through its wholly owned subsidiary CMG Mineração Ltda. Competency Statements The information in this report that relates to Exploration Results, Mineral Resources and Ore Reserves is based on information compiled or reviewed by Michael Mulroney BAppSc(Geol), MBA, and Mr Steven Wood who are Members of the Australasian Institute of Mining and Metallurgy. Mr Mulroney and Mr Wood are full time employees of Venturex Resources Limited and have sufficient experience relevant to the style of mineralisation, type of deposit under consideration and to the activity being undertaking to qualify as Competent Persons as defined in the 2004 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Mulroney and Mr Wood consent to the inclusion in the report of the matters based on their information i n the form and context in which it appears. The information in this report that relates to Ore Reserves is based on information compiled or reviewed by Mr David Clark who is a Member of the Australasian Institute of Mining and Metallurgy. Mr Clark is a full time employee of RMDSTEM Limited and has sufficient experience relevant to the style of mineralisation, type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2004 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Clark consents to the inclusion in the report of the matters based on his information in the form and c ontext in which it appears. The information in this report that relates to Brazil Exploration Results is based on information compiled by Mr Karl Weber who is a Member of the Australasian Institute of Mining and Metallurgy. Mr Weber is a fulltime employee of CMG Mineração Ltda, a wholl y owned subsidiary of Venturex Resources Limited, and has sufficient experience relevant to the style of mineralisation, type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Editi on of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Weber consents to the inclusion in the report of the matters based on their information in the form and context in which it appears. TABLE 1: LIBERTY-INDEE JV DRILL HOLE LOCATION INFORMATION* Hole ID Easting Northing RL Depth (m) Angle Azimuth VLR VLR VLR VLR VLR VLR VLR VLR *Table information for Hole ID VLR001-VLR008 has been restated due to an error contained in the Drill Hole Location Information Table published in the Company s Quarterly Activities Report for the Period Ended 31 March 2012, released on 23 April