DEVELOP GLOBAL LIMITED - Annual Report 2022

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ASX: DVP

ANNUAL REPORT 2022

Chair’s Report	01
Review of Operations	02
Mineral Resources and Ore Reserves Statement	08
Schedule of Tenement Interests	10
Directors’ Report	12
Remuneration Report	20
Directors’ Report Declaration	28
Auditor’s Independence Declaration	29
Consolidated Statement of Proft or Loss and Other Comprehensive
Income for the Year Ended 30 June 2022	30
Consolidated Statement of Financial Position as at 30 June 2022	31
Consolidated Statement of Changes in Equity for the Year Ended 30 June 2022	32
Consolidated Statement of Cash Flows for the Year Ended 30 June 2022	33
Notes to the Consolidated Financial Statements	34
Directors’ Declaration	78
Independent Audit Report	79
Supplementary Information	84

Corporate Directory

DIRECTORS

Michael Blakiston Non-Executive Chair

Bill Beament Managing Director

Mick McMullen Non-Executive Director

Shirley In’t Veld Non-Executive Director

Michelle Woolhouse Non-Executive Director

INTERIM COMPANY SECRETARY

Steven Wood

INTERIM CHIEF FINANCIAL OFFICER

Alan Rule

REGISTERED OFFICE/

PRINCIPAL PLACE OF BUSINESS

234 Railway Parade West Leederville WA 6007 Australia

Tel: (61 8) 6389 7400 Fax: (61 8) 9463 7836

ABN

28 122 180 205

WEBSITE

www.develop.com.au

QUOTED SECURITIES

ASX Code: DVP (formerly VXR)

AUDITORS

BDO Audit (WA) Pty Ltd Level 9, Mia Yellagonga Tower 2 5 Spring Street Perth WA 6000 Australia

SHARE REGISTRY

Link Market Services Limited Level 12, 250 St Georges Terrace Perth WA 6000 Australia

Tel: (61) 1300 554 474 Fax: (61 2) 9287 0303

2022 ANNUAL REPORT

Chair’s Report

Dear Shareholder,

The past financial year was, by any measure, a remarkable period for your Company. We started with one exploration project. We finished the year with two clean energy metals projects in tier-one locations, both of which now have clear pathways to production, and we have the underground mining services business where we are contracted to Bellevue Gold.

But perhaps most importantly, we have a clear vision which we firmly believe will generate superior returns for our stakeholders. The cornerstone of our strategy is people. Recruiting the best people, training the best people and keeping the best people. This commitment underpins our two-pronged business plan to produce future-facing metals and provide underground mining services.

The common theme across these divisions is that their success turns on having access to specialist underground mining skills. Over the past year, Develop has started building a team of outstanding people across the key fields in underground operations. This team is our competitive advantage and will increasingly be a point of difference for our Company as the shortage of skilled underground operational personnel grows over coming years.

In addition to establishing our team, we have also laid the foundations for growth with the acquisition of the Woodlawn zinc-copper project in NSW and strong exploration results at our Sulphur Springs zinc-copper project in WA’s Pilbara, which resulted in a significant Resource upgrade.

Woodlawn was an exceptional deal for Develop. We have acquired a fully-built mine with near-new processing infrastructure for an upfront cost of $30 million plus success-related payments. At the time of writing, we had just published the updated Woodlawn JORC Resource, which confirmed the project hosts a large high-grade zinc and copper inventory. The assessment has also identified a large tonnage of extremely high-grade mineralisation around the historic workings. The potential to mine this mineralisation, which could have a significant impact on Woodlawn’s financial performance, is now the subject of a study. With the Resource update completed, our focus is now switching to growing the inventory via underground drilling.

The strength of the Woodlawn acquisition was reflected in the overwhelming demand for the $50 million equity raising we undertook to fund the purchase and exploration activity. This raising was heavily over-subscribed, thanks to strong support from existing shareholders and the institutions who joined our share register.

The past year also saw your Company complete an extensive drilling campaign at Sulphur Springs. The results were outstanding and highlighted the significant opportunity we have at this project. At the time of writing, we had just published the updated JORC Resource, which substantially grew the large high-grade zinc and copper inventory and significantly improve the Resource classification. This will pave the way for a Mining Reserve upgrade and wider project update in the March quarter of 2023.

As well as the significant progress made at Woodlawn and Sulphur Springs, our underground mining services division secured its first contract. The underground mining services with Bellevue Gold is worth around $400 million over four years and is further testimony to the highly regarded team we have established.

The success we enjoyed on all fronts over the past year has laid the foundations for what we are confident will result in the superior financial performance by your Company in the medium term. On behalf of the Board, I would like to thank our staff and management team for enabling us to achieve so much in such a short time.

I also thank our shareholders and all business partners for their support, and I look forward to reporting to you as we continue implementing our strategy.

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MICHAEL BLAKISTON

Chair

29th September 2022

DEVELOP GLOBAL LIMITED 01

Review of Operations

POWER.PEOPLE.CHANGE

Develop

Develop (ASX: DVP) has a twin-pronged strategy for creating value. The first of these centres on the exploration and production of future-facing metals.

As part of this, the Company owns the Sulphur Springs copperzinc-silver project in WA’s Pilbara region. This project is currently the focus of an updated feasibility study.

Develop also owns the Woodlawn zinc-copper project in NSW. Woodlawn, which is on care and maintenance, comprises an underground mine and a new processing plant.

The second plank of Develop’s strategy centres on the provision of underground mining services. As part of this, Develop has an agreement with Bellevue Gold (ASX: BGL) to provide underground mining services at its Bellevue Gold Project in WA.

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ENTREPENURIAL LEADERSHIP

WORLD CLASS UNDERGROUND DNA

QUALITY PROJECTS

FUNDING CAPABILITY

02 2022 ANNUAL REPORT

Review of Operations

A QUALITY PROJECT FOR THE ENERGY REVOLUTION Woodlawn Zinc-Copper Project

The Group completed the A$30m upfront acquisition of the Woodlawn zinc-copper mine in NSW on 19 May 2022.

~~Initial focus has been on the assessment of the mines~~ extensive infrastructure as well as beginning the underground development of drill platforms.

These new drill platforms, coupled with existing cuddies ~~will enable an extensive underground drilling campaign to~~ commence in the December quarter. The drilling strategy is aimed at converting Inferred Resources to Indicated, extending the mineralised lenses at depth/along strike and ~~drill-testing recently – identifed EM Conductors.~~

The acquisition saw the arrival of several key management ~~staff as well as the mobilisation of the majority of the~~ mining equipment required for this development work. Recruitment for mining and maintenance staff also ~~took place with high levels of interest in the mine from~~ experienced personnel.

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Re-establishment of surface pumping, explosives storage and electrical infrastructure has been completed with underground development commencing in July 2022.

DEVELOP GLOBAL LIMITED 03

Review of Operations

A WORLD CLASS BASE METALS PROVINCE Sulphur Springs Zinc-Copper Project

The Sulphur Springs Project is 112 kilometres southeast of Port Hedland, accessed by established roads. It is on granted mining tenure 100% owned by Develop Global Ltd (formerly Venturex Resources Ltd). A Mining Agreement with the Nyamal People, who hold native title over the area, is in place.

Sulphur Springs has the potential to be a profitable base metal mine with low operating costs and robust margins as evidenced by a Definitive Feasibility Study (DFS) completed in October 2018 which delivered a project NPV8% of A$472 million (refer to ASX Release 10 October 2018).

The DFS results confirmed the Project’s strong financial and technical merits based on a 1.25 million tonne per annum (“Mtpa”) open pit and underground development to deliver average annual production of ~15ktpa Cu payable metal and ~35ktpa Zn payable metal.

During the year several environmental and heritage approvals necessary for implementation of the Project were obtained. Applications for the final three key approvals necessary for implementation of the project, a Works Approval, Mine Closure Plan and Mining Proposal, were lodged with regulatory agencies and subsequent to the reporting period all have been granted.

During the year the company completed a A$10 million resource and exploration drilling programme as part of the de-risking and growth strategy at the Sulphur Springs copper-zinc-silver Project (see ASX releases 8 December 2021, 10 February 2022 and 16 May 2022).

The drilling programme was designed to convert a substantial proportion of the Inferred Resource to the Indicated category, along with testing a number of highpriority, proximal exploration targets. The programme delivered exceptional infill, extension and exploration drilling results that subsequent to reporting period, delivered a significant upgrade in the Project’s JORC Resource and confidence level. The updated MRE will further pave the way for an increased Reserve, optimised mine development plan, revised project costings and exploring numerous funding options.

Results from the exploration drillholes also demonstrate mineralisation is significantly thicker than anticipated, with significant mineralisation being intersected in the two major gaps in the modelled resource, while also extending mineralisation along strike and down-plunge. A new zinc-rich lens has also been identified within the hanging wall of the deposit. Additional drilling targets have been established, with drilling planned to commence in the September Quarter.

04 2022 ANNUAL REPORT

Review of Operations

BEST IN CLASS UNDERGROUND MINING SPECIALISTS Develop Underground Services Division

Develop implemented its growth strategy by establishing the Group’s Underground Services division with the award of the ~$A400 million Bellevue Gold mining services agreement. The agreement covers a period of almost four years for the construction, development and production activities at the underground mine.

Work under the agreement commenced at Bellevue Gold’s Mine in Western Australia on the 24 May 2022. From this period the underground division completed 404 meters of underground development, which is ahead of the contract schedule. The first full month of development was a site record.

Develop also confirmed that it entered into a binding letter of intent (LOI) pursuant to which it has agreed to acquire Premium Mining & Civil Pty Ltd and Premium Mining Personnel Pty Ltd (together, the Premium Group. The Premium Group is a well-established provider of specialist mining personnel and equipment to the underground mining industry. This acquisition will bolster Develop’s capabilities in providing underground expertise and equipment, both of which are in extremely high demand and will play critical roles in helping Develop achieve its goals as a mine owner/developer and mining services business partner.

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DEVELOP GLOBAL LIMITED 05

Review of Operations

INNOVATIVE AND SUSTAINABLE COPPER IN THE PILBARA Whim Creek Joint Venture (20% free carried)

Develop has a 20% free carried interest in the Whim Creek Base Metal project. Project partner Anax Metal Limited (ASX: ANX) released a scoping study (refer ASX Release 30 August 2021). The scoping study envisaged construction of a 320ktpa concentrator on site at Whim Creek.

An updated scoping study was subsequently released (refer ASX 17 January 2022). The updated Study indicates the concentrator would produce 39,000 tonnes copper, 70,000 tonnes zinc, 18,000 tonnes lead, 1.8Moz silver and 14,300oz gold. Preproduction capital cost is estimated at A$55 million with an internal rate of return* of 83% and NPV6% of A$227M.

An extensive soil geochemical sampling program was also completed over the Whim Creek Project, several gold and PGE targets were identified, drill testing these anomalies commenced in the July 2022.

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06 2022 ANNUAL REPORT

Review of Operations

HIGHLY PROSPECTIVE COPPER EXPLORATION [E47/1209] Evelyn Project

The Company completed a FLEM geophysical survey at the Evelyn Prospect, located approximately 25km southeast of the Whim Creek Mine.

The survey was designed to test the continuation of a previously identified anomaly (refer ASX announcement 29 January 2021), located approximately 2km to the north along strike of Anax Metals Evelyn Resource (see ANX Metals announcement 17 January 2022).

The 2021 survey successfully identified an additional anomaly across approximately 25-30m strike, with a >150m depth/plunge extent. An exploration drilling programme designed to test this anomaly commenced in July 2022. Results from this programme are expected in the December quarter.

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DEVELOP GLOBAL LIMITED

Mineral Resources and Ore Reserves Statement

Mineral Resources Table Woodlawn

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Resource
Tonnes (kt) NSR ($A/t)¹ Zn % Pb % Cu % Ag g/t Au g/t Fe %
Category
Measured 104 $404 4.3 1.9 2.1 100 1.4 15.9
Indicated 4,776 $348 5 1.8 1.8 42.2 0.7 19.2
Inferred 2,461 $408 6.9 2.5 1.8 47.8 0.3 16.9
Total 7,341 $369 5.7 2 1.8 44.9 0.6 18.4
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Table 1: Mineral Resources Table Woodlawn

Note: NSR reported at A$100/t cut-off, with A$140/t for remnant lenses. Tonnages are dry metric tonnes. Minor discrepancies may occur due to rounding. Mineral Resource estimates have been extracted from the Company’s ASX announcements “Woodlawn Updated Mineral Resource Estimate” issued 2 August 2022.% * (Cu price $/t/ Zn price $/t)) + (Ag grade g/t /31.103 * Ag recovery % * (Ag price $/oz/ Zn price $/t)) + (Au grade g/t /31.103 * Ag recovery % * (Au price $/oz/ Zn price $/t)) and are reported on 100% Basis. It is the opinion of Develop Global and the Competent Person that all elements and products included in the metal equivalent formula have a reasonable potential to be recovered and sold.

Mineral Resources Table Sulphur Springs

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Resource Metallurgical Tonnes NSR
Zn % Pb % Cu % Ag g/t Au g/t Fe %
Category Domain (kt) ($A/t)¹
Oxide 209 $381 0.3 0.1 4.2 18.9 0.1 29.8
Transitional 6,655 $313 5.7 0.3 1.4 21.8 0.1 23.9
Indicated
Fresh 5,495 $289 5.8 0.3 0.9 22.0 0.1 21.0
Sub-total 12,360 $303 5.6 0.3 1.2 21.9 0.1 22.7
Fresh 1,401 $249 6.4 0.5 0.2 38.4 0.2 20.8
Inferred
Sub-total 1,401 $249 6.4 0.5 0.2 38.4 0.2 20.8
Total 13,760 $298 5.7 0.3 1.1 23.5 0.2 22.5
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Table 2: Mineral Resources Table Sulphur Springs

Note: NSR reported at A$80/t cut-off. Tonnages are dry metric tonnes. Minor discrepancies may occur due to rounding. Mineral Resource estimates have been extracted from the Company’s ASX announcements “Sulphur Springs Updated Mineral Resource Estimate” issued 6 September 2022.

08 2022 ANNUAL REPORT

Mineral Resources and Ore Reserves Statement

Ore Reserves Table Sulphur Springs

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Sulphur Springs JORC Classification Tonnes ('000t) Cu % Zn % Ag g/t
Proven - - - -
Open Pit Probable 3,709 1.8 3.6 17.1
Sub-total 3,709 1.8 3.6 17.1
Proven - - - -
Underground Probable 4,785 1.1 2.7 12.1
Sub-total 4,785 1.1 2.7 12.1
Proven - - - -
Combined Probable 8,494 1.4 3.1 14.3
Sub-total 8,494 1.4 3.1 14.3
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Table 3: Ore Reserves Statement

Note: Inferred Resources contained within the Reserve design have been assigned a nil grade and dilute the reported Reserve. Total may not add due to rounding.

Competent Person Statement

The information contained relating to the Woodlawn Underground Mineral Resources is based on information compiled or reviewed by Ms Jillian Irvin of Entech Pty Ltd who is a Member of the Australian Institute of Geoscientists. Ms Irvin consents to the inclusion. Ms Irvin has 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 2012 – Refer Edition of the “Australasian Code for Reporting of Mineral Resources”. Ms Irvin consents to the inclusion in this announcement of the matters based on this information in the form and context in which it appears. The Company confirms that it is not aware of any further new information or data that materially affects the information included in the original market announcement entitled ‘Woodlawn Updated Mineral Resource Estimate’ issued 2 August 2022 and, in the case of estimates of Mineral Resources, that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed. To the extent disclosed above, the Company confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified from the original market announcement.

The information contained relating to the Sulphur Springs Mineral Resources is based on information compiled or reviewed by Ms Jillian Irvin of Entech Pty Ltd who is a Member of the Australian Institute of Geoscientists.

Ms Irvin consents to the inclusion. Ms Irvin has 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 2012 – Refer Edition of the “Australasian Code for Reporting of Mineral Resources”. Ms Irvin consents to the inclusion in this announcement of the matters based on this information in the form and context in which it appears. The Company confirms that it is not aware of any further new information or data that materially affects the information included in the original market announcement entitled ‘Sulphur Springs Updated Mineral Resource Estimate’ issued 6 September 2022 and, in the case of estimates of Mineral Resources, that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed. To the extent disclosed above, the Company confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified from the original market announcement.

The information in this announcement that relates to

Exploration Results is based on information by Mr Luke Gibson who is an employee of the Company. Mr Gibson is a member of the Australian Institute of Geoscientists and Mr Gibson has sufficient experience with the style of mineralisation and the type of deposit under consideration. Mr Gibson consents to the inclusion in the report of the results reported here and the form and context in which it appears.

DEVELOP GLOBAL LIMITED 09

Schedule of Tenement Interests

As at 29 September 2022, mining tenements applied for or granted to the Company, or mining tenements in which the Company has an interest are as follows:

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AREA OF INTEREST TENEMENTS GROUP INTEREST EXPIRY
M45/494 100% 21/10/2032
M45/587 100% 6/09/2032
M45/653 100% 28/09/2037
M45/1001 100% 21/01/2029
E45/4811 100% 27/03/2023
E45/4993 100% 10/04/2023
E 45/6033 100% Application
E 45/6034 100% Application
Sulphur Springs
L45/166 100% 30/04/2030
L45/170 100% 19/09/2030
L45/173 100% 24/08/2033
L45/179 100% 31/03/2032
L45/188 100% 19/11/2030
L45/189 100% 19/11/2030
L45/287 100% 27/09/2033
M45/1254 100% 10/10/2038
Evelyn E47/1209 100% 26/09/2022
M47/236 20% 26/07/2032
E47/3495 20% 31/07/2022
M47/237 20% 26/07/2032
M47/238 20% 26/072032
Whim Creek Anax JV M47/443 20% 1/06/2040
L47/36 20% 18/01/2023
M47/323 20% 3/062035
M47/324 20% 3/06/2035
M47/1455 20% 3/04/2033
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10 2022 ANNUAL REPORT

Schedule of Tenement Interests

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AREA OF INTEREST TENEMENTS GROUP INTEREST EXPIRY
S(C&PL)L20 100% 16/11/2029
EL7257 100% 14/11/2026
EL8325 100% 2/12/2023
EL8353 100% 17/03/2024
EL8623 100% 17/07/2023
Woodlawn EL8712 100% 5/03/2024
EL8796 100% 25/09/2024
EL8797 100% 25/09/2024
EL8945 100% 19/02/2023
EL8318 20% 3/11/2023
EL5878 20% 24/07/2023
EL7941 20% 23/05/2022
EL8267 20% 12/05/2023
EL8356 20% 12/05/2023
EL8192 20% 30/10/2021
Alchemy JV
EL8631 20% 26/07/2025
EL8711 20% 5/03/2023
EL7954 20% 19/06/2022
EL8400 20% 20/10/2024
EL8573 20% 23/05/2023
SKY Metal JV EL8400 20% 20/10/2024
EL8573 20% 23/05/2023
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Table 4: Tenement Interest

*The company has made an application for a 12-month extension of term on E47/1209 to DMIRS.

DEVELOP GLOBAL LIMITED 11

Directors’ Report

The Directors present their report together with the consolidated financial statements of the Group comprising of Develop Global Limited (formerly Venturex Resources Limited) (“Company”) and its subsidiaries (“Group”) for the financial year ended 30 June 2022 and the auditor’s report thereon.

The directors of the Company at any time during or since the end of the financial year are:

Directors - Current

Directors - Former

Michael Blakiston Non-Executive Chair Bill Beament Managing Director Mick McMullen Non-Executive Director Shirley In’t Veld Non-Executive Director Michelle Woolhouse Non-Executive Director

Anthony Reilly

Executive Director Resigned 23 July 2021

Information on Current Directors

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Michael Blakiston

B Juris LLB

Independent Non-Executive Chair

Appointed to the Board

9 June 2021

Experience

Mr Blakiston is a partner in Gilbert + Tobin’s Energy and Resources group. He has over 30 years’ experience across a range of jurisdictions. He advises about asset acquisition and disposal, project structuring, joint ventures and strategic alliances, development agreements and project commercialisation, capital raisings and company merger and acquisitions. Mr Blakiston has served on numerous ASX listed companies and not-for-profit boards and is currently the Chair of Precision Opportunities Fund Ltd, a specialist small to medium cap fund.

Internal Committees

Member of the Nomination & Remuneration Committee and Member of the Audit Committee

Current Directorships held

BCI Minerals Ltd

Former Directorships in the last 3 years

None

12 2022 ANNUAL REPORT

Directors’ Report

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Bill Beament

BEng-Mining (Hons)

Experience

Mr Beament is a mining engineer with more than 25 years’ experience in the resource sector. He was a founding shareholder and led the growth of Northern Star Resources from a 1¢ shell to an ASX50 company with a market cap of over A$15 billion. At the time of his resignation as Northern Star Resources Executive Chair, the Company was the second-biggest ASX-listed gold producer. This growth stemmed from a combination of highly successful exploration and operating excellence as well as project acquisitions and mergers. Prior to this he held several senior management positions, including General Manager of Operations for Barminco Limited with overall responsibility for 12 mine sites across Western Australia, and General Manager of the Eloise Copper Mine in Queensland.

Internal Committees

Member of the Nomination &

Remuneration Committee

Managing Director

Appointed to the Board

1 July 2021 as Executive Director 26 July 2021 appointed as Managing Director

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Mick McMullen

BSc (Geology)

Independent Non-Executive Director

Appointed to the Board

24 February 2021 as Executive Director 1 July 2021 resigned as Executive Director and appointed as Non-Executive Director

Current Directorships None held

Former Directorships Northern Star Resources Ltd in the last 3 years

Experience

Mr McMullen is a geologist with over 28 years’ experience in the exploration, development, financing and operation of mining projects across Australia, Africa, Asia, Europe, North and South America. Most recently, Mr McMullen became CEO of Metals Acquisition Corp, a NYSE listed SPAC that raised US$265m for acquiring businesses within the mining sector. Before that he served as the CEO and President of Detour Gold, a 600,000 ozpa gold producer in Canada. During his tenure Mr McMullen took the market capitalisation of Detour from C$2B to C$4.5B over 9 months leading to its eventual sale. Mr McMullen was also the CEO and President of Stillwater Mining Company from December 2013 until June 2017. During his time at Stillwater, Mr McMullen oversaw an increase in equity value from US$1.1B to US$2.2B against a 10% fall in PGM prices over the same time. Stillwater was sold in an all-cash deal valued at US$2.7B. He is a former executive board member of the National Mining Association of the United States and Board Member of the World Council, and a current Member of the AusImm.

Internal Committees

Member of the Nomination & Remuneration Committee

Current Directorships held

Metals Acquisition Corp

OceanaGold Ltd

Former Directorships in the last 3 years

DEVELOP GLOBAL LIMITED

Directors’ Report

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Experience

Ms In’t Veld was the CEO of Verve Energy for five years. Before this, Ms In’t Veld held several senior commercial, legal and marketing positions with Alcoa, WMC Resources Ltd, Bond Corporation and Bank West, including Managing Director of Alcoa of Australia Rolled Products based in Geelong.

Internal Committees

Member of the Nomination & Remuneration Committee and Member of the Audit Committee

Current Directorships held

APA Group Alumina Ltd Karora Resources Inc

Shirley In’t Veld

BCom, LLB (Hons)

Independent Non-Executive Director

Former Directorships Northern Star Resources Ltd in the last 3 years NBN Co Limited CSIRO

Appointed to the Board

26 July 2021

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Experience

Ms Woolhouse has spent 25 years in financial markets, specialising in the natural resources sector. During this time, she has established an extensive skillset in risk and financial analysis and managed a substantial portfolio of ASX-listed and international resources companies across a range of commodities. Ms Woolhouse has significant experience in project and corporate finance in the mining and metals sector, including evaluation, debt structuring, technical considerations and sustainability. She previously held a range of senior positions with the Commonwealth Bank, including Executive Director, head of Perth Resources and Energy client coverage, and head of WA Natural Resources project finance for the Institutional Banking and Markets division.

Michelle Woolhouse

BBus(Acc), CPA, GAICD

Independent Non-Executive Director

Appointed to the Board

1 December 2021

Internal Committees

Current Directorships held

Member of the Nomination & Remuneration Committee and Member of the Audit Committee

None

Former Directorships None in the last 3 years

Interim Company Secretary

Steven Wood

Appointed 23 August 2022

Interim CFO

Alan Rule Appointed 1 September 2022

Company Secretary/CFO

Trevor Hart

Appointed 5 April 2013 Resigned 23 August 2022

14 2022 ANNUAL REPORT

Directors’ Report

Directors’ Meetings

The following table sets out the number of Directors’ meetings held during the year and the number of meetings attended by each Director while they were a Director.

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Committee Meetings
Directors' Meetings
Audit Nomination & Remuneration
Number Number Number
Number Number Number
eligible to eligible to eligible to
attended attended attended
attend attend attend
Michael Blakiston 14 14 2 2 1 1
Mick McMullen 14 13 N/A N/A 1 1
Shirley In’t Veld 15 15 2 2 1 1
Michelle Woolhouse 9 9 1 1 1 1
Bill Beament 13 11 N/A N/A 1 1
Anthony Reilly 1 1 0 0 0 0
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Principal Activities

The principal activities of the Group during the year were the acquisition of the Woodlawn Zinc – Copper Project in New South Wales and the progression towards the development of the Company’s Sulphur Springs Zinc - Copper Project with a major drill program completed.

The Underground Services Division was established with the appointment of a Management team and securing the mining services agreement at Bellevue Gold.

Strategy

Develop’s 5-year business plan includes a hybrid business model consisting of Mine Ownership and Mining Services Strategy.

› Build world-class underground capability.
› Be one of the most socially responsible and ESG friendly companies on the ASX.
› Produce some of the world’s cleanest energy transition metals.
› Aim for annual metal output in excess of 50,000 tonnes copper equivalent and establish long mine lives, 7-10 years.
› Mining services capability to operate 5 to 7 projects (2-3 for third parties to generate free cash flow).

DEVELOP GLOBAL LIMITED 15

Directors’ Report

Significant Changes in the State of Affairs

During the period, the following changes occurred:

Key Management Personnel

› On 1 July 2021, Bill Beament was appointed as Executive Director.
› On 1 July 2021, Mick McMullen moved from Executive Director to Non-Executive Director.
› On 23 July 2021, Anthony Reilly resigned as Executive Director.
› On 26 July 2021, Bill Beament moved from Executive Director to Managing Director and Shirley In’t Veld was appointed as Non-Executive Director.
› On 1 December 2021, Michelle Woolhouse was appointed as Non-Executive Director.

Name of the entity

› On 23 September 2021, the name changed from Venturex Resources Limited to Develop Global Limited.
› The name reflects the Group’s new strategic direction, corporate culture, and project-related initiatives, which have positioned it to play a key role in this era of global decarbonisation.

Underground Services Division

› On 9 March 2022, Develop registered Dev Mining Services Pty Ltd (“ Dev Mining ”) as a new 100% owned subsidiary that will specialise in providing a range of underground mining services to cater for both Develop’s own requirements and to service other Australian projects on a contract basis.

Woodlawn Zinc-Copper Project

› On 19 May 2022, Develop completed the purchase of Heron Resources Limited (“ Heron ”) and its subsidiaries (Woodlawn Mine Holdings Pty Ltd, Tarago Operations Pty Ltd, Tarago Exploration Pty Ltd, Ochre Resources Pty Ltd, and Hampton Nickel Pty Ltd) (“ Heron Group ”).

Capital structure

› On 19 July 2021, 11,390,720 (56,953,598 preconsolidation) Ordinary Shares were issued at $0.40 ($0.08 pre-consolidation) per share under an entitlement issue to raise $4,556,291 (before costs).
› On 19 July 2021, 5,695,503 (28,477,513 preconsolidation) Unlisted Options (DVPAW) were issued at $0.675 ($0.135 pre-consolidation) per share as part of the entitlement issue.
› On 21 July 2021, 899,551 (4,497,754 pre-consolidation) Ordinary Shares were issued at $0.40 ($0.08 preconsolidation) per share under an entitlement issue shortfall issue to raise $359,820 (before costs).
› On 21 July 2021, 449,776 (2,248,877 pre-consolidation) Unlisted Options (DVPAW) were issued at $0.675 ($0.135 pre-consolidation) per share as part of the entitlement issue shortfall.
› On 26 November 2021, a 5 for 1 share consolidation was completed.
› On 28 February 2022, 11,268,899 Ordinary Shares were issued at $3.30 as part of an institutional component of an entitlement offer to raise $37,187,373 (before costs).
› On 21 March 2022, 1,356,957 Ordinary Shares were issued at $3.30 as part of the entitlement offer to raise $4,477,958 (before costs).
› On 21 March 2022, 2,527,636 Ordinary Shares were issued at $3.30 representing the shortfall under the retail offer to raise $8,341,199 (before costs).
› During the year 7,693,453 Unlisted Options and 139,177 Unlisted Performance Rights were converted to Ordinary Shares.

In the opinion of the Directors, there were no other significant changes in the state of affairs of the Group that occurred during the financial year under review.

› Heron owns the Woodlawn Zinc-Copper mine in NSW.
› Develop acquired the Woodlawn Zinc-Copper mine for A$15 million cash and A$15 million worth of Develop shares in an upfront consideration. Develop will also make success-driven milestone payments of up to A$70 million in cash or shares (or a combination thereof) at the Company’s election.

16 2022 ANNUAL REPORT

Directors’ Report

Operating and Financial Review

Financial Review

For the year ending 30 June 2022, the consolidated loss of the Group was $9,223,458 (2021: $89,882,164).

At 30 June 2022, the Company had 161,097,317 quoted fully paid ordinary shares (2021: 605,182,456) and no quoted options issued over shares (2021: Nil). On 26 November 2021, a 5 for 1 share consolidation was completed. The 2021 comparisons have not been restated.

As at 30 June 2022 the Group held cash reserves of $43,206,524 (2021: $16,831,391).

Develop was awarded the ~$400 million contract at Bellevue during the year. Contract revenue for the year ending 30 June 2022 was $4,512,431 (2021: Nil).

Share based payments to Key Management Personnel and employees for the year ending 30 June 2022 were $8,305,538 (2021: $80,240,999). A provision for payroll tax on share based payments that were issued in 2021 has been adjusted to reflect the movement in the share price as at 30 June 2022 $1.99 (2021: $3.85). This resulted in $3,212,220 being written back (2021: $5,353,700 expensed).

On 19 May 2022, Develop purchased the Heron Group (Refer Note 26).

Dividends

The Directors did not pay or declare any dividends during the 2022 financial year (2021: Nil).

Events after the Reporting Period

› On 23 August 2022, Trevor Hart resigned as Company Secretary / Chief Financial Officer.
› On 23 August 2022, Steven Wood was appointed as Interim Company Secretary.
› On 1 September 2022, Alan Rule was appointed as Interim Chief Financial Officer.

Likely Developments

The Group will continue to grow resources and reserves at the Company’s Woodlawn Zinc-Copper Project. The objective is to have Woodlawn operationally ready in eighteen months.

The Group will continue to advance the development of the Sulphur Springs Zinc-Copper Project and will continue exploration programs in the Pilbara, which may result in additional discoveries. The objective is to have Sulphur Springs shovel ready by the middle of the calendar year 2023.

The Group has started the implementation of the ESG strategy and roadmap during the financial year 2022 and will continue with this to lead Develop forward.

Environmental Regulation

The Group is subject to significant environmental regulations of its operations, including exploration and mining activities.

The Whim Creek site is classified as ‘’possibly contaminated – investigation required’’ under State contaminated site legislation based on possible, localised groundwater and soil contamination arising from historical ore processing activities. The site is also the subject of an Environmental Protection Notice (“ EPN ”) issued to the Company in December 2019, requiring a range of actions to investigate the presence of contamination and mitigate the risk of future contamination. During the year Anax Metals Limited (“ Anax ”), manager of the Whim Creek Project, has advised the effective completion of the EPN risk mitigation measures and has made applications for several development and operational permits. Develop retains a 20% interest in the Whim Creek Project under the joint venture agreement with Anax.

The Board considers that the Company has adequate systems and resources in place for the assessment and management of environmental risks and fulfilment of its environmental obligations

There has not arisen in the interval between the end of the financial year and the date of this report any item, transaction, or event of a material and unusual nature likely, in the opinion of the Directors of the Group, to significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group, in future financial years other than disclosed above.

DEVELOP GLOBAL LIMITED 17

Directors’ Report

Directors’ Interests

Interest in Shares and Options refer to the relevant interest of each Director in the shares, rights or options over shares issued by the companies within the Group and other related body corporate as notified by the Directors to the Australian Securities Exchange in accordance with Section 205G(1) of the Corporations Act 2001, as at the date of this report.

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Options over Ordinary Shares
Ordinary Shares 75 cents 67.5 cents $5.00 $4.25
Michael Blakiston 86,103 1,400,000 - - -
Bill Beament 23,704,843 28,000,000 11,095,656 - -
Mick McMullen 1,214,510 2,000,000 576,272 - -
- - -
Shirley In’t Veld 75,000 200,000
Michelle Woolhouse 6,000 - - - 100,000
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The Directors do not have any interest in Performance Rights.

Unissued shares under Options and Performance Rights

At the date of this report, the unissued ordinary shares of the Company under options and performance rights are as follows:

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Exercise price Date granted Expiry date Number
Unlisted performance rights
DVPAV Nil 20 Oct 20 20 Oct 27 240,333
DVPAV Nil 16 May 22 various 760,000
Unlisted options – Share Based Payments
DVPAAA 75.0 cents 17 Jun 21 17 Jun 24 14,000,000
DVPAAB 75.0 cents 17 Jun 21 17 Jun 25 14,000,000
DVPAY 75.0 cents 22 Jun 21 22 Jun 24 3,400,000
DVPAAC $5.00 23 Sep 21 22 Sep 24 200,000
DVPAAH $4.25 21 Sep 22 21 Sep 25 100,000
DVPAAG various 16 May 22 various 1,390,000
Unlisted options
DVPAW 67.5 cents 19 Jul 21 18 Jul 23 1,973,389
DVPAZ 67.5 cents 17 Jun 21 22 Jun 23 14,408,300
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All unissued shares are ordinary shares of the Company.

These Options and Performance Rights do not entitle the holder to participate in any share issue of the Company and they carry no dividend or voting rights.

18 2022 ANNUAL REPORT

Directors’ Report

Shares Issued on Exercise of Performance Rights and Options

During or since the end of the financial year, the Group issued ordinary shares of the Company as a result of the exercise of options and performance rights as follows (there are no amounts unpaid on the shares issued):

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Number of Shares Amount Paid on each Share
Pre Consolidation [1] Post Consolidation [1] Pre Consolidation [1] Post Consolidation [1]
Unlisted performance rights
DVPAV 695,887 139,177 Nil Nil
Unlisted options
DVPAC 2,453,253 490,651 10.0 cents 50.0 cents
DVPAW 20,862,400 4,172,480 13.5 cents 67.5 cents
DVPAZ 15,477,383 3,095,477 13.5 cents 67.5 cents
1 On 26 November 2021, a 5 for 1 share consolidation was completed.
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Directors’ Indemnities

The Group provides Directors’ and Officers’ Insurance to cover legal liability and expenses for the Directors and Officers performing work on behalf of the Group.

The directors have not included details of the nature of the liabilities covered or the amount of the premium paid in respect of the director’s and officers’ liability insurance contracts, as such disclosure is prohibited under the terms of the contract.

Proceedings on Behalf of the Company

No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Group, or to intervene in any proceedings to which the Group is a party, for the purpose of taking responsibility on behalf of the Group for all or part of those proceedings.

No proceedings have been brought or intervened in on behalf of the Group with leave of the Court under section 237 of the Corporations Act 2001.

Non-Audit Services

The Group may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the Company and/or the Group are important.

The Board has considered the non-audit services provided during the year by the auditor and in accordance with written advice provided by resolution of the audit committee, is satisfied that the provision of those non-audit services during the year by the auditor is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 for the following reasons:

› all non-audit services were subject to the corporate governance procedures adopted by the Group and have been reviewed by the audit committee to ensure they do not impact the integrity and objectivity of the auditor; and
› the non-audit services provided do not undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants, as they did not involve reviewing or auditing the auditor’s own work, acting in a management or decision making capacity for the Group, acting as an advocate for the Group or jointly sharing risks and rewards.

Details of the amounts paid to the auditor of the Group, BDO Audit (WA) Pty Ltd, and its network firms for non-audit services provided during the year are set out below.

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2022 2021
$ $
Other assurance services 18,837 40,170
Total paid for non-audit services 18,837 40,170
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DEVELOP GLOBAL LIMITED

Remuneration Report

Audited Remuneration Report

The remuneration report details the key management personnel remuneration arrangements for the Group, in accordance with the requirements of the Corporations Act 2001 and its Regulations.

Key Management Personnel are those persons having authority and responsibility for planning, directing, and controlling the activities of the entity, directly or indirectly.

The Key Management Personnel of the Group during the year included:

Directors – Current

Directors – Former

Michael Blakiston Non-Executive Chair Bill Beament Managing Director Mick McMullen Non-Executive Director Shirley In’t Veld Non-Executive Director Michelle Woolhouse Non-Executive Director

Anthony Reilly Executive Director Executives Trevor Hart Company Secretary/CFO

A. Remuneration Policy

Remuneration of all Executive and Non-Executive Directors and Officers of the Group is determined by the Nomination and Remuneration Committee.

The Group is committed to remunerating Senior Executives and Executive Directors in a manner that is marketcompetitive, consistent with “Best Practice” and supports the interests of Shareholders. Remuneration packages are based on fixed and variable components, determined by the Executive’s position, experience and performance, and may be satisfied via cash or equity.

Non-Executive Directors are remunerated out of the aggregate amount approved by Shareholders and at a level that is consistent with industry standards. Non-Executive Directors do not receive performance-based bonuses. Prior Shareholder approval is required to participate in any issue of equity. No retirement benefits are payable other than statutory superannuation, if applicable.

The maximum annual aggregate non-executive directors’ fee pool limit is $400,000 and was approved by shareholders at the general meeting on 23 July 2012.

Performance Based Remuneration

The purpose of a performance bonus is to link individual rewards to the performance of the Company. The Company reviews the mechanism to determine individual performance bonuses on an annual basis. The expected outcomes of the remuneration structure are to retain and motivate Key Executives, attract high quality Management to the Company and provide performance incentives that allow Executives to share in the success of the Company.

B. Details of Remuneration

The Key Management Personnel of the Group are disclosed above.

Remuneration packages contain the following elements:

a) Short-term employee benefits - cash salary and fees, cash bonus, non-monetary benefits and other;

b) Post-employment benefits - superannuation and termination, and other;

c) Share-based payments – shares, options and performance rights granted.

Remuneration Policy versus Company Financial Performance

The Group’s remuneration policy has been based on industry practice rather than the performance of the Group and takes into account the risk and liabilities assumed by the Directors and Executives as a result of their involvement in the speculative activities undertaken by the Group.

20 2022 ANNUAL REPORT

Remuneration Report

The remuneration for each Director and each of the other Key Management Personnel of the Group during the year was as follows:

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Short-term employee Long-term Share-based Performance
benefits employee payments Income as a
benefits Proportion
of Total
Cash salary Annual Super- Options and
Total Remuneration
& fees Leave [6] annuation Rights
Year Note $ $ $ $ $ $
Directors – Current
Michael Blakiston 2022 5 106,111 - 10,611 3,644,793 3,761,515 97%
2021 2,5 5,556 - 555 214,400 220,511 97%
Bill Beament 2022 1,6 249,038 14,348 24,904 - 288,290 -
2021 - - - - - -
Mick McMullen 2022 5 60,000 - 6,000 4,074,923 4,140,923 98%
2021 2,5 27,000 - - 1,438,208 1,465,208 98%
Shirley In’t Veld 2022 1 55,968 - 5,597 227,910 289,475 79%
2021 - - - - - -
Michelle Woolhouse 2022 1 35,000 - 3,500 31,065 69,565 45%
2021 - - - - - -
Directors – Former
Anthony Reilly 2022 3 18,182 - 1,818 - 20,000 -
2021 5,7 298,871 - 23,254 (113,472) 208,653 (54%)
Anthony Kiernan 2022 - - - - - -
2021 4 61,644 - 5,856 - 67,500 -
Craig McGown 2022 - - - - - -
2021 2,4 16,667 - - - 16,667 -
Executives
Trevor Hart 2022 5,6 230,004 (23,547) - 31,243 237,700 13%
2021 5,6 230,004 7,431 - 98,854 336,289 29%
Total 2022 754,303 (9,199) 52,430 8,009,934 8,807,468 91%
2021 639,742 7,431 29,665 1,637,990 2,314,828 71%
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Notes:

1. Commenced with the Company in the 2022 financial year.

2. Commenced with the Company in the 2021 financial year.

3. Resigned from the Company in the 2022 financial year.

4. Resigned from the Company in the 2021 financial year.

5. The fair value of performance rights with market conditions is calculated at the date of grant using the Monte-Carlo simulation model, taking into account the impact of the market conditions. The fair value of performance rights with non-market conditions is calculated using the Closing Share Price on the grant date. The value disclosed is the portion of the fair value of the rights recognised as an expense in each reporting period.

6. Annual leave relates to movements in annual leave provisions during the year.

7. Negative Options and Performance Rights Remuneration and Proportion of Total Remuneration are a result of Options or Performance Rights being cancelled during the year.

DEVELOP GLOBAL LIMITED 21

Remuneration Report

C. Equity Issued as Part of Remuneration

This section only refers to those shares, performance rights, and options issued as part of remuneration. As a result, they may not indicate all shares, performance rights, and options held by a Director or other Key Management Personnel.

C.1 Performance Rights and options over equity instruments granted as compensation.

No shares in the Company were issued to Directors and other Key Management Personnel as part of remuneration during the 2022 financial year.

Options

During the period, Develop issued options to Shirley In’t Veld, a Non-Executive Director of the Group following approval from shareholders at the Group’s AGM on 23 September 2021. The options were valued using a Black Scholes option-pricing model.

l.
Number of Options granted	200,000 (1,000,000 pre consolidation)1
Grant Date	23 September 2021
Vesting Date	23 September 2022
Fair Value per Option at Grant Date	$1.485
Exercise Price	$5.00 ($1.00 pre consolidation)1
Expiry Date	4 October 2024
Number of options vested during 2021-2022	Nil
Total fair value of Options granted	$297,097
Share Price at grant date	$2.90
Expected Volatility (weighted average)	100%
Expected Life	3 years
Expected dividends	Nil
Risk free interest rate (based on government bonds)	1.28%
Vesting Conditions	1 year from issue date

During the period, Develop agreed to issue options to Michelle Woolhouse, a Non-Executive Director of the Group. As at 30 June 2022, the options were subject to shareholder approval. The Options were approved at a shareholder meeting on 2 September 2022. The options were valued using a Black Scholes option-pricing model.

Number of Options granted 100,000 (500,000 pre consolidation)[1] Valuation Date 2 September 2022 Grant Date 21 September 2022 Vesting Date 21 September 2023 Fair Value per Option at Grant Date $0.970 Exercise Price $4.25 ($0.85 pre consolidation)[1] Expiry Date 21 September 2025 Number of options vested during 2021-2022 Nil Total fair value of Options granted $97,022 Share Price at grant date $2.27 Expected Volatility (weighted average) 86% Expected Life 3 years Expected dividends Nil Risk free interest rate (based on government bonds) 3.37% Vesting Conditions 1 year from issue date

1 On 26 November 2021, a 5 for 1 share consolidation was completed.

22 2022 ANNUAL REPORT

Remuneration Report

All Options expire on the earlier of their expiry date or termination of the individual’s employment if options aren’t vested. The options vest and are exercisable one year from the issue date. Options granted carry no dividend or voting rights. Options vest based on the provision of service over the vesting period whereby the individual becomes beneficially entitled to the option on vesting date. Options are exercisable by the holder from the vesting date. There are no amounts paid or payable by the recipient in relation to the granting of such options other than on their potential exercise.

Performance Rights

No performance rights over equity instruments were granted to Directors and other Key Management Personnel as part of remuneration during the 2022 financial year.

C.2 Exercise of performance rights and options over equity instruments granted as compensation.

Options

During the reporting period, no shares were issued on the exercise of options previously granted as compensation.

Performance Rights

During the reporting period, the following shares were issued on the conversion of performance rights previously granted as compensation.

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Number of Shares Amount paid $/share
Trevor Hart 27,778 (138,889 pre consolidation) [1] Nil
1 On 26 November 2021, a 5 for 1 share consolidation was completed
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There are no amounts unpaid on the shares issued as a result of the conversion of the performance rights in the 2022 financial year.

C.3 Details of equity incentives affecting current and future remuneration.

Details of vesting profiles of the performance rights and options held by each Key Management Personnel of the Group are detailed below.

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Pre Post % % Financial
Instrument Consolidation Consolidation Grant Date vested in forfeited years in which
Number Number [1] year in year [2] grant vests [4]
Michael Blakiston Options 7,000,000 1,400,000 9 Jun 2021 100% Nil vested
Mick McMullen Options 10,000,000 2,000,000 9 Jun 2021 100% Nil vested
Shirley In’t Veld Options 1,000,000 200,000 23 Sep 2021 Nil Nil 2023
Michelle Woolhouse [3] Options 500,000 100,000 21 Sep 2022 Nil Nil 2024
Trevor Hart Performance Rights 120,000 24,000 26 Oct 2020 Nil Nil 2023
Trevor Hart Performance Rights 160,000 32,000 26 Oct 2020 Nil Nil 2023
Trevor Hart Performance Rights 200,000 40,000 26 Oct 2020 48% Nil 2023
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1 On 26 November 2021, a 5 for 1 share consolidation was completed.

2 The percentage forfeited in the year represents the reduction from the maximum number of instruments available to vest due to performance criteria not being achieved.

3 As at 30 June 2022, the options have not been issued and are subject to shareholder approval, which was obtained post year end.

4 The options will vest in the financial year, subject to continuous employment. The Performance Rights will vest based on certain conditions, and subject to continuous employment, if these are not achieved, they will expire.

DEVELOP GLOBAL LIMITED

Remuneration Report

C.4 Performance rights and options over equity instruments.

The movement during the reporting period, by number of performance rights and options over ordinary shares in the Company held, directly, indirectly, or beneficially, by each key management person, including their related parties, is as follows:

Options

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Balance at the Granted as Held at Balance at
start of the year [Initial Holding] Remuneration [1] Other [2] resignation date 25 Nov 21
No. No. No. No. No. No.
Directors - Current
Michael Blakiston 7,000,000 - - - - 7,000,000
Bill Beament - 196,417,120 - (938,843) - 195,478,277
Mick McMullen 12,881,356 - - - - 12,881,356
- - - -
Shirley In’t Veld 1,000,000 1,000,000
Michelle Woolhouse - - 500,000 - - 500,000
Directors – Former
- - - -
Anthony Reilly 363,621 363,621
Executives
Trevor Hart - - - 145,637 - 145,637
19,881,356 196,417,120 1,500,000 (429,585) 363,621 217,005,270
Consolidation
Balance at Vested at Unvested at
5 to 1 Other
30 June 2022 30 June 2022 30 June 2022
26 Nov 21
No. No. No. No. No.
Directors - Current
Michael Blakiston 1,400,000 - 1,400,000 1,400,000 -
Bill Beament 39,095,656 - 39,095,656 39,095,656 -
Mick McMullen 2,576,272 - 2,576,272 2,576,272 -
- -
Shirley In’t Veld 200,000 200,000 200,000
Michelle Woolhouse 100,000 - 100,000 - 100,000
Executives
Trevor Hart 29,129 - 29,129 29,129 -
-
43,401,057 43,401,057 43,101,057 300,000
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1 Apart from those listed above no other Key Management Personnel have any Options. No Options lapsed during the financial year.

2 Free-attaching options granted to Key Management Personnel participating in capital raisings.

24 2022 ANNUAL REPORT

Remuneration Report

Performance Rights

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Balance at the Consolidation
Balance at Balance at Vested at Unvested at
start of the Exercised 5 to 1
25 Nov 21 30 June 2022 30 June 2022 30 June 2022
year 26 Nov 21
No. No. No. No. No. No. No.
Executives
Trevor Hart 618,889 (138,889) 480,000 96,000 96,000 19,200 76,800
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Note: Apart from those listed above no other Key Management Personnel have any Performance Rights, no performance rights were granted as remuneration or lapsed during the financial year.

Value

The value of performance rights or options over ordinary shares in the Company granted and exercised by each key management person during the reporting period is detailed below.

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Value of rights or options Value of rights or options to
Granted in year [1]
exercised in year [2] expense in future years [1]
-
Shirley In’t Veld $297,097 $69,187
Michelle Woolhouse $97,022 - $65,957
Trevor Hart - $95,139 $10,015
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1 The value of performance rights and options granted in the year is the fair value of the performance rights and options calculated at the grant date. The total value of the performance rights and options granted is included in the table above. This amount is allocated to remuneration over the vesting period.

2 The value of performance rights and options exercised during the year is calculated at the market price of shares of the Company as at close of trading on the date the options were exercised after deducting the price paid to exercise the performance right or option.

D. Shareholdings

The number of shares in the Company held during the financial year by each Director and other Key Management Personnel of the Group, including their personally related parties, are set out below:

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Options / Held at
Balance at the Net Change Balance at
Initial Holding Performance Resignation/
start of the year Other [1] 25 Nov 21
Rights Exercised Termination
No. No. No. No. No. No.
Directors - Current
Michael Blakiston - - - 58,325 - 58,325
Bill Beament - 129,255,089 - (17,205,078) - 112,050,011
Mick McMullen 5,762,712 - - - - 5,762,712
- - - -
Shirley In’t Veld 150,000 150,000
Michelle Woolhouse - - - - - -
Directors – Former
- - -
Anthony Reilly 5,090,684 727,243 5,817,927
Executives
Trevor Hart 2,038,911 - 138,889 291,274 - 2,469,074
12,892,307 129,405,089 138,889 (16,128,236) 5,817,927 120,490,122
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1 On market purchases and participation in capital raisings, no shares were granted as remuneration.

DEVELOP GLOBAL LIMITED

Remuneration Report

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Consolidation
Net Change
5 to 1 Balance at 30 June 2022
Other [1]
26 Nov 21
No. No. No.
Directors - Current
Michael Blakiston 11,665 24,438 36,103
Bill Beament 22,410,004 1,204,839 23,614,843
Mick McMullen 1,152,544 61,966 1,214,510
-
Shirley In’t Veld 30,000 30,000
Michelle Woolhouse - - -
Executives
Trevor Hart 493,816 26,551 520,367
24,098,029 1,317,794 25,415,823
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1 On market purchases and participation in capital raisings, no shares were granted as remuneration.

E. Loans to Directors and Key Management Personnel

There were no loans made to the Directors or other Key Management Personnel of the Group, including their personally related parties during the 2022 financial year.

F. Employment Contracts of Directors and Key Management Personnel

The following Directors and Key Management Personnel were under contract at 30 June 2022.

Name Bill Beament Term of Contract Fixed Contract (Twelve Months and any extension thereof) Commencement Date 1 July 2021 Amount $ $250,000 per annum exclusive of superannuation. Short-term incentive bonus payable annually.

Notice Period

The Executive Service Agreement may be terminated upon mutual agreement.

The Company may at its sole discretion terminate Bill Beament’s employment immediately for cause or by giving twelve months written notice.

Bill Beament may terminate the employment by giving three months’ written notice to the Company, immediately if at any time the Company commits a serious or persistent breach of any of the provisions contained in the Executive Service Agreement and the breach is not remedied within seven days, if the Company enters into any deed of composition or arrangement with its creditors; is placed under the control of a receiver, receiver and manager, provisional liquidator or liquidator; or is in breach of any regulation of any government or regulatory authority which breach remains unremedied, then Bill Beament may terminate this Agreement by giving the Company one month prior written notice of the termination of this Agreement.

Termination Benefit

The termination payment comprises an amount equal to the amount that would have been received if the balance of the Term had been served but not exceeding twelve months current Salary; and the aggregate of unpaid annual Salary and annual leave accrued to the date of termination.

26 2022 ANNUAL REPORT

Remuneration Report

The following Directors and Key Management Personnel were under contract at 30 June 2022.

Name	Trevor Hart
Term of Contract	Ongoing
Commencement Date	1 November 2017
Amount $	$19,163 per month (Effective 1 July 2019)
Notice Period	30 days notice by either party with or without cause.
Termination Beneft	None

G. Other transactions with Key Management Personnel

All transactions with related parties are made on normal commercial terms and conditions except where indicated.

During the financial year, the Company paid $183,283 to Gilbert + Tobin to provide legal advice, of which Michael Blakiston is a Partner.

As at 30 June 2022, there was $1,748 in Trade and Other Payables due to Gilbert + Tobin.

There were no transactions with Key Management Personnel not disclosed above.

H. Services from Remuneration Consultants

During the financial year ended 30 June 2022, the Group engaged BDO Reward (WA) Pty Ltd, remuneration consultants, to review the remuneration policies for executives. BDO Reward (WA) Pty Ltd was paid $14,850 for these services.

I. Voting and comments made at the Company’s 2021 Annual General Meeting

Develop Global Ltd received more than 99% of “yes” votes on its remuneration report for the 2021 financial year. The Company did not receive any specific feedback at the AGM or throughout the year on its remuneration practices.

End of Audited Remuneration Report.

DEVELOP GLOBAL LIMITED 27

Directors’ Report Declaration

A copy of the Auditor’s Independence Declaration as required under section 307C of the Corporations Act 2001 is set out on page 29.

Signed in accordance with a resolution of the Board of Directors.

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BILL BEAMENT

Managing Director

Dated this 29th day of September 2022

28 2022 ANNUAL REPORT

Auditor’s Independence Declaration

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DEVELOP GLOBAL LIMITED

Consolidated Statement of Profit or Loss and Other Comprehensive Income for the Year Ended 30 June 2022

Note Revenue 2a Cost of sales Gross Proft Other Income 2b Care and maintenance expenses Administrative expenses Directors, employees, and consultants’ expenses Share based payments 24 Payroll tax Exploration and evaluation expenses Depreciation expenses 3 Impairment of trade and other receivables 3 Impairment of exploration and evaluation expenses 3 Loss on sale of property, plant and equipment Re-estimation of site rehabilitation 4 Operating proft/(loss) Finance costs 4 Loss before income tax Income tax expense 5 Loss after income tax attributable to the owners of the Group Other comprehensive income for the year, net of tax Total comprehensive loss for the year attributable to owners of the Group Loss per share for the year attributable to the owners of the Group Basic loss per share (cents) 6 Diluted loss per share (cents) 6	2022	2021
	$	$
	4,512,431 (3,639,077)	- -
	873,354	-
	77,120 (402,857) (1,806,938) (2,418,839) (8,305,538) 3,212,220 (444,538) (465,388) - (396,736) - 1,003,347	154,043 - (775,344) (1,266,209) (80,240,999) (5,353,700) (387,234) (312,978) (149,886) (816,720) (538,729) (104,983)
	(9,074,793) (148,665)	(89,792,739) (89,425)
	(9,223,458)	(89,882,164)
	-	-
	(9,223,458)	(89,882,164)

	-	-

	(9,223,458)	(89,882,164)
	(6.39) (4.80)	(113.23) (69.63)

The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes.

30 2022 ANNUAL REPORT

Consolidated Statement of Financial Position as at 30 June 2022

Note Assets Current assets Cash and cash equivalents 8 Trade and other receivables 9 Inventories 10 Other assets 11 Total current assets Non-current assets Property, plant and equipment 12 Right of use assets 13 Exploration and evaluation expenditure 14 Mine properties 15 Other receivables 16 Other assets 11 Total non-current assets Total assets Liabilities Current liabilities Trade and other payables 17 Lease liabilities 19a Employee benefts 20 Provisions 21a Total current liabilities Non-current liabilities Lease liabilities 19b Employee benefts 20 Provisions 21b Contract liabilities 22 Total non-current liabilities Total liabilities Net assets Equity Issued capital 23a Reserves 24 Accumulated losses 23f Total equity	2022	2021
	$	$
	43,206,524 2,978,776 4,023,172 1,345,198	16,831,391 274,759 4,300 279,630
	51,553,670	17,390,080
	34,274,935 3,498,543 45,757,912 55,679,219 10,537,434 3,582,548	686,859 101,423 27,281,840 - 11,857,233 -
	153,330,591	39,927,355

	204,884,261	57,317,435
	7,953,804 1,634,662 438,674 2,141,480	1,302,180 103,779 109,903 5,353,700
	12,168,620	6,869,562
	1,883,051 77,787 27,181,064 19,019,670	- 28,565 14,821,541 -
	48,161,572	14,850,106

	60,330,192	21,719,668

	144,554,069	35,597,767
	202,081,283 128,215,812 (185,743,026)	132,008,693 80,108,642 (176,519,568)
	144,554,069	35,597,767

The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.

DEVELOP GLOBAL LIMITED

Consolidated Statement of Changes in Equity for the Year Ended 30 June 2022

Issued Capital	Share Based Compensation Reserve	Accumulated Losses	Total Equity
$	$	$	$

110,289,634	228,150	(86,637,404)	23,880,380
-	-	(89,882,164)	(89,882,164)
-	-	(89,882,164)	(89,882,164)
17,554,137 (744,950) - 360,507 - 4,549,365	- - 80,360,999 (360,507) (120,000) -	- - - - - -	17,554,137 (744,950) 80,360,999 - (120,000) 4,549,365
21,719,059	79,880,492	-	101,599,551
132,008,693	80,108,642	(176,519,568)	35,597,767
-	-	(9,223,458)	(9,223,458)
-	-	(9,223,458)	(9,223,458)
66,736,304 (1,861,398) - 90,465 5,107,219 -	- - 8,305,538 (90,465) - 39,892,097	- - - - - -	66,736,304 (1,861,398) 8,305,538 - 5,107,219 39,892,097
70,072,590	48,107,170	-	118,179,760
202,081,283	128,215,812	(185,743,026)	144,554,069

The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.

32 2022 ANNUAL REPORT

Consolidated Statement of Cash Flows for the Year Ended 30 June 2022

Note Cash flows related to operating activities Receipts from customers Cash paid to suppliers and employees Receipts from lease of camp Interest received Interest paid Government stimulus and job keeper received Net cash used in operating cash flows 31a Cash flows related to investing activities Payment for purchases of plant and equipment Proceeds from sale of plant and equipment Payment for exploration and evaluation expenditure Payment for purchase of Heron Resources Ltd Payment for other assets Net cash used in investing cash flows Cash flows related to fnancing activities Proceeds from issue of securities Proceeds from conversion of options into shares Capital raising costs Proceeds from borrowings Repayments of borrowings Repayments of lease liabilities Net cash provided by fnancing cash flows Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash acquired from acquisition of Heron Resources Ltd 26 Cash and cash equivalents at the end of the year 8	2022	2021
	$	$
	2,327,104 - (8,974,472) (2,457,174) - 38,500 42,798 10,914 (13,414) (179,862) - 162,000
	(6,617,984) (2,425,622)
	(2,037,358) (27,085) - 150,000 (6,957,810) (2,553,266) (16,454,265) - (20,000) -
	(25,469,433) (2,430,351)
	54,922,642 16,718,637 4,972,028 3,789,819 (1,986,103) (588,626) 900,417 151,153 (250,007) (562,146) (69,963) (77,965)
	58,489,014 19,430,872

	26,401,597 14,574,899
	16,831,391 2,256,492 (26,464) -
	43,206,524 16,831,391

The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.

DEVELOP GLOBAL LIMITED 33

Notes to the Consolidated Financial Statements

NOTE 1 - STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

Reporting Entity

The consolidated financial statements comprise Develop Global Limited (formerly Venturex Resources Limited) (“ Company ”) and its subsidiaries, (collectively the “ Group Entity ” or the “ Group ”). The Company is a listed public Company domiciled in Australia. The Company’s registered office is at 234 Railway Parade, West Leederville, Western Australia.

The Group is a for-profit entity and is involved in the exploration and development of base metals and mining services.

Basis of Accounting

The consolidated financial statements are general purpose financial statements which have been prepared in accordance with Australian Accounting Standards (“ AASBs ”) adopted by the Australian Accounting Standards Board (“ AASB ”) and the Corporations Act 2001. The consolidated financial statements comply with International Financial Reporting Standards (“ IFRSs ”) adopted by the International Accounting Standards Board (“ IASB ”). They were authorised for issue by the Board of Directors on 29th September 2022.

Details of the Group’s accounting policies and changes to significant accounting policies are detailed below.

Functional and Presentation Currency

These consolidated financial statements are presented in Australian dollars, which is the Company’s functional currency.

Basis of Measurement

The consolidated financial statements have been prepared on the historical cost basis, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets, and financial liabilities.

The consolidated financial statements have been prepared on a going concern basis.

Significant Accounting Policies

The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements, and have been applied consistently by Group Entities, unless otherwise stated.

(a) Basis of Consolidation

Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.

A list of subsidiaries is contained in Note 30 to the financial statements. All subsidiaries have a June financial year-end.

Loss of control

When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related non-controlling interest and other components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost.

Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated.

34 2022 ANNUAL REPORT

Notes to the Consolidated Financial Statements

(b) Adoption of New or Amended Accounting Standards

The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the AASB that are mandatory for the current reporting period.

Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

(c) Foreign Currencies

Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of Group Entities at exchange rates at the dates of the transactions.

(d) Revenue Recognition

Revenue from Contracts with Customers

(i) Contract mining services

Contract mining services include contract underground mining. The performance obligation is fulfilled over time as the Group enhances mining assets which the customer controls and for which the Group has a right to payment for performance to date and as such revenue is recognised over time. Revenue is recognised monthly based on units of production at agreed contract rates that is aligned with the stand-alone selling prices for each performance obligation. The majority of the Group’s revenue is paid one month in arrears and therefore gives rise to an accrued revenue (contract liability, refer note 1(e)). The total transaction price for contract services may include variable consideration.

(ii) Equipment rental

Rental income is recognised on either a straight-line or machine hours basis over the term of the operating lease. (iii) Labour hire

Labour hire revenue is recognised over time as services are rendered based predominantly on an hourly rate.

Interest

Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.

Other revenue

Other revenue is recognised when it is received or when the right to receive payment is established.

(e) Contract Liabilities

A contract liability is the obligation to transfer goods or services to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Group transfers goods or services to the customer, a contract liability is recognised when the payment is made or the payment is due (whichever is earlier.) Contract liabilities are recognised as revenue when the Group performs under the contract.

DEVELOP GLOBAL LIMITED 35

Notes to the Consolidated Financial Statements

(f) Finance Income and Finance Costs

The Group’s finance income and finance costs include interest income, interest expense, unwinding of the discount on provisions. Interest income or expense is recognised using the effective interest method.

The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to:

› the gross carrying amount of the financial asset; or
› the amortised cost of the financial liability.

In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortised cost of the liability. However, for financial assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the amortised cost of the financial asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis.

(g) Financial Instruments

Recognition and initial measurements

Trade receivables are initially recognised when they originate. All other financial assets and financial liabilities are initially recognised when the Group becomes a party to the contractual provisions of the instrument.

Offsetting

Financial assets and financial liabilities are offset, and the net amount presented in the statement of financial position when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.

(h) Inventories

Raw materials, work in progress and finished goods are stated at the lower of cost and net realisable value on a ‘first in first out’ basis. Cost comprises of direct materials and delivery costs, direct labour, import duties and other taxes, an appropriate proportion of variable and fixed overhead expenditure based on normal operating capacity, and, where applicable, transfers from cash flow hedging reserves in equity. Costs of purchased inventory are determined after deducting rebates and discounts received or receivable.

Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

(i) Property, Plant and Equipment

Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss.

36 2022 ANNUAL REPORT

Notes to the Consolidated Financial Statements

Subsequent expenditure

Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.

Depreciation

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

Depreciation is calculated to write off the cost of items of property, plant and equipment less their estimated residual values using the straight-line method over their estimated useful lives and is generally recognised in profit or loss. Land is not depreciated.

The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:

==> picture [473 x 67] intentionally omitted <==

----- Start of picture text -----

2022 2021
Plant and equipment 3-30 years 3-30 years
Buildings 7-20 years 7-20 years
Furniture and Fittings 8-20 years 8-20 years
----- End of picture text -----

(j) Leases

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

At commencement or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of its relative stand-alone prices.

The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the right-of-use asset reflects that the Group will exercise a purchase option. In that case the rightof-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property, plant, and equipment. In addition, the right-of use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurement of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate.

The Group determines its incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased.

Lease payments included in the measurement of the lease liability comprise the following:

› Fixed payments, including in-substance fixed payments; and
› Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date.

DEVELOP GLOBAL LIMITED

Notes to the Consolidated Financial Statements

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, if the Group changes its assessment of whether it will exercise a purchase, extension, or termination option or if there is a revised in-substance fixed lease payment.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The Group presents right-of-use assets that do not meet the definition of investment property in “property, plant and equipment” and lease liabilities in “loans and borrowings” in the statement of financial position.

Short-term leases and leases of low-value assets

The Group has elected not to recognise right-of-use assets and lease liabilities for leases of low-value assets and short-term leases. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

(k) Exploration and Evaluation Expenditure

Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves.

Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made.

When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.

A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.

(l) Mine Properties

Mine properties in development

Mine properties in development represent the expenditure incurred when technical feasibility and commercial viability of extracting a mineral resource have been demonstrated, and includes the costs incurred up until such time as the asset is capable of being operated in a manner intended by management. These costs are not amortised but the carrying value is assessed for impairment whenever facts and circumstances suggest that the carrying amount of the asset may exceed its recoverable amount.

Mine properties in production

Mine properties in production represent the accumulation of all acquisition, exploration, evaluation and development expenditure incurred by or on behalf of the Group in relation to areas of interest in which mining of the mineral resource has commenced. When further development expenditure is incurred in respect of a mine property after the commencement of production, such expenditure is carried forward as part of the cost of that mine property only when substantial future economic benefits are established, otherwise such expenditure is classified as part of the cost of production.

Amortisation is provided on a units-of-production basis, with separate calculations being made for each mineral resource. The units-of-production method results in an amortisation charge proportional to the depletion of the economically recoverable mineral resources (comprising proven and probable reserves).

38 2022 ANNUAL REPORT

Notes to the Consolidated Financial Statements

A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. An impairment exists when the carrying value of mine properties exceeds its estimated recoverable amount. The asset is then written down to its recoverable amount and the impairment losses are recognised in profit or loss.

(m) Asset Acquisition

Where an acquisition does not meet the definition of a business combination the transaction is accounted for as an asset acquisition. The consideration transferred for the acquisition of an asset comprises the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. Acquisition-related costs with regards to the acquisition are capitalised. Identifiable assets acquired and liabilities assumed in the acquisition are measured at their fair value at the acquisition date.

(n) Impairment

Non-fnancial assets

At each reporting date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, then the asset’s recoverable amount is estimated.

The recoverable amount of an asset is the greater of its value in use and its fair value less costs of disposal. Value in use, is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

Impairment testing is performed bi-annually for intangible assets with indefinite lives.

Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

(o) Borrowings

Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method.

(p) Employee Benefits

Short-term employee benefts

Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

Other long-term employee benefts

The Group’s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior period. That benefit is discounted to determine its present value. Remeasurements are recognised in profit or loss in the period in which they arise.

DEVELOP GLOBAL LIMITED 39

Notes to the Consolidated Financial Statements

Share-based payment arrangements

The grant-date fair value of equity-settled share-based payment arrangements granted to employees is generally recognised as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognised is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant-date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.

(q) Provisions

Provisions are recognised when the Group has a present (legal or constructive) obligation as a result of a past event, it is probable the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. If the time value of money is material, provisions are discounted using a current pre-tax rate specific to the liability. The increase in the provision resulting from the passage of time is recognised as a finance cost.

(r) Income Tax

Income tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in OCI.

Current Tax

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax also includes any tax arising from dividends. Current tax assets and liabilities are offset only if certain criteria are met.

Deferred Tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

Deferred tax is not recognised for:

› temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss;
› temporary differences related to investments in subsidiaries, associates, and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and
› taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognise a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the business plans for individual subsidiaries in the Group. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improves.

40 2022 ANNUAL REPORT

Notes to the Consolidated Financial Statements

Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable that future taxable profits will be available against which they can be used.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date, and reflects uncertainty related to income taxes, if any.

The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset only if certain criteria are met.

(s) Goods and Services Tax (GST)

Revenues, expenses, and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense.

Receivables and payables in the statement of financial position are shown inclusive of GST.

The net amount of GST recoverable from or payable is included as a current asset or liability in the statement of financial position.

Cash flows are presented in the statement of cashflows on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.

(t) Earnings per Share

The Group presents basic and diluted earnings per share (“ EPS ”) data for its ordinary shares. Basic earnings per share is calculated by dividing the profit or loss after income tax attributable to ordinary Shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share is calculated by dividing the profit or loss after income tax attributable to ordinary Shareholders of the Company by the weighted average number of ordinary shares outstanding during the period, adjusted for the effects of all dilutive potential ordinary shares, which comprise share options granted to employees.

(u) Segment Reporting

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that related to transactions with any of the Group’s other components. A geographical segment is engaged in providing products or services within a particular economic environment and is subject to risks and returns that are different from those of segments operating in other economic environments.

(v) Share Capital

Ordinary shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares, share options and performance rights are recognised as a deduction from equity, net of any tax effects.

DEVELOP GLOBAL LIMITED 41

Notes to the Consolidated Financial Statements

(w) Critical accounting judgements, estimates and assumptions

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue, and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below.

Estimate of useful lives of assets

The estimation of the useful lives of assets has been based on Taxation Ruling TR 2020/3 and historical experience. The condition of the assets is assessed at year end and considered against the remaining useful life.

Exploration and evaluation expenditure

The exploration and evaluation expenditure is reviewed regularly to ensure that the capitalised expenditure is only carried forward to the extent that it is expected to be recouped through the successful development of the areas of interest or when activities in the areas of interest have not yet reached a stage which permit reasonable assessment of the existence of economically recoverable reserves.

Impairment of assets and exploration and evaluation expenditure

The Group determines whether non-current assets should be assessed for impairment based on identified impairment triggers. At each reporting date Management assesses the impairment triggers based on their knowledge and judgement.

Rehabilitation provision

The provision for rehabilitation is based on the present obligations of the estimates of the future sacrifice of economic benefits required to meet the environmental liabilities on the Group’s tenements. The Group has considered the provision for rehabilitation for its exploration tenements based on reports conducted by independent consultants. The Group has estimated the increase in costs over time for rehabilitation would increase by the Consumer Price Index, and the discount value in determining the present value of the provision for rehabilitation would be the Government bond rate.

Share-based payment transactions – performance rights and options

The Company measures the cost of equity-settled transactions with Directors, Key Management Personnel, and employees by reference to the fair value of the equity instruments at the date at which they are granted.

The fair value at grant date for performance rights issued with a market condition are calculated using a Monte-Carlo simulation model, taking into account the impact of the market condition.

The fair values of performance rights issued with a material transaction condition are calculated using the share price on the date of issue.

The fair values of options granted are calculated at the grant date using a Black Scholes option-pricing model.

Non-market vesting conditions are included in assumptions about the number of performance rights or options that are expected to become exercisable. The employee benefit expense recognised each period considers the most recent estimate. The impact of the revision to original estimates, if any, is recognised in the statement of profit or loss and other comprehensive income with a corresponding adjustment to equity.

42 2022 ANNUAL REPORT

Notes to the Consolidated Financial Statements

Share-based payment transactions – Contingent Consideration

The Group estimates contingent consideration based on the existence of a present obligation to settle in cash or shares at the date of acquisition. If the Group has a present obligation to settle in cash the contingent liability would be recognised as a liability that would be remeasured at each reporting period. If the Group does not have a present obligation to settle in cash, management can determine the most likely scenario of settling in either cash or shares. If the Group determines to settle in shares then the contingent consideration is measured at fair value, resulting in a credit to Share Based Payment Reserve.

Lease term

The lease term is a significant component in the measurement of both the right-of-use asset and lease liability. Judgement is exercised in determining whether there is reasonable certainty that an option to extend the lease or purchase the underlying asset will be exercised, or an option to terminate the lease will not be exercised, when ascertaining the periods to be included in the lease term. In determining the lease term, all facts and circumstances that create an economical incentive to exercise an extension option, or not to exercise a termination option, are considered at the lease commencement date. Factors considered may include the importance of the asset to the Group’s operations; comparison of terms and conditions to prevailing market rates; incurrence of significant penalties; existence of significant leasehold improvements; and the costs and disruption to replace the asset. The Group’s reassesses whether it is reasonably certain to exercise an extension option, or not exercise a termination option, if there is a significant event or significant change in circumstances.

Incremental borrowing rate

Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is estimated to discount future lease payments to measure the present value of the lease liability at the lease commencement date. Such a rate is based on what the Group estimates it would have to pay a third party to borrow the funds necessary to obtain an asset of a similar value to the right-of-use asset, with similar terms, security, and economic environment.

Employee benefts provision

The liability for employee benefits expected to be settled more than 12 months from the reporting date are recognised and measured at the present value of the estimated future cash flows to be made in respect of all employees at the reporting date. In determining the present value of the liability, estimates of attrition rates and pay increases through promotion and inflation have been taken into account.

Asset Acquisition not Constituting a Business

When an asset acquisition does not constitute a business combination, the assets and liabilities are assigned a carrying amount based on their relative fair values in an asset purchase transaction and no deferred tax will arise in relation to the acquired assets and assumed liabilities as the initial recognition exemption for deferred tax under AASB 112 applies. No goodwill will arise on the acquisition and transaction costs of the acquisition will be included in the capitalised cost of the asset. Estimates and judgements are required by the Group, taking into consideration all available information at the acquisition date, to assess the fair value of assets acquired, liabilities and contingent liabilities assumed.

DEVELOP GLOBAL LIMITED 43

Notes to the Consolidated Financial Statements

Ore Reserve and Resource Estimates

Economically recoverable ore reserves represent the estimated quantity of product in an area of interest that can be expected to be profitably extracted, processed and sold under current and foreseeable economic conditions. The Group prepares and reports ore reserves under the standards incorporated in the Australasian Code for Reporting Exploration Results, Mineral Resources and Ore Reserves, 2012 edition (the JORC Code). The determination of ore reserves includes estimates and assumptions about a range of geological, technical and economic factors, including: quantities, grades, productions techniques, recovery rates, production costs, transport costs, commodity demand, commodity prices and exchange rates.

Changes in ore reserves impact the assessment of recoverability of exploration and evaluation assets, property, plant and equipment, the carrying amount of assets depreciated on a units of production basis, provision for site restoration and the recognition of deferred tax assets, including tax losses.

Impairment of Mine Properties

Impairment testing of assets in the development or production phase.

The carrying amounts of assets in the development or production phase are reviewed at each balance date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

The recoverable amount of an asset or cash-generating unit is the greater of its value-in-use (“VIU”) and its fair value less costs of disposal (“FVLCD”). For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (“cash-generating unit”).

An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in the Statement of Profit or Loss and Other Comprehensive Income.

Impairment losses recognised in prior periods are assessed at each balance date for any indications that the loss has decreased or no longer exists and therefore should be reversed. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had initially been recognised. Impairment reversals are also recognised in the Statement of Profit or Loss and Other Comprehensive Income.

(x) New Accounting Standard for Application in Future Periods

The following new/amended accounting standards and interpretations have been issued but are not mandatory for financial years ended 30 June 2022. They have not been adopted in preparing the financial statements for the year ended 30 June 2022 and are expected to impact the entity in the period of initial application. In all cases the entity intends to apply these standards from application date as indicated below.

44 2022 ANNUAL REPORT

Notes to the Consolidated Financial Statements

AASB reference AASB 2021-2 (issued March 2021) Title and Affected Standard Amendments to Australian Accounting Standards – Disclosure of Accounting Policies and Definition of Accounting Estimates Introduces a definition of ‘accounting estimate’, i.e. monetary amounts in Nature of Change financial statements that are subject to estimation uncertainty, such as estimating expected credit losses for receivables, or estimating the fair value of an item recognised in the financial statements at fair value.

Accounting estimates are developed using measurement techniques and inputs. Measurement techniques comprise estimation techniques (such as used to determine expected credit losses or value in use) and valuation techniques (such as the income approach to determine fair value).

The amendments clarify that a change in an estimate occurs when there is either a change in a measurement technique or a change in an input. Application Date Annual reporting periods beginning on or after 1 January 2023 Impact on Initial Application There will be no impact on the financial statements when these amendments are first adopted because they apply prospectively to changes in accounting estimates that occur on or after the beginning of the first annual reporting period to which these amendments apply, i.e. annual periods beginning on or after 1 July 2023.

AASB reference AASB 2021-2 (issued March 2021)

Title and Affected Standard Nature of Change

Amendments to Australian Accounting Standards – Disclosure of Accounting Policies and Definition of Accounting Estimates

Only ‘material’ accounting policy information must be disclosed in the financial statements, i.e. if it relates to material transactions, other events or conditions and:

› The entity has changed its accounting policy during the period
› There are one or more accounting policy options in Accounting Standards
› The accounting policy was developed applying the hierarchy in AASB 108 because there is no specific IFRS dealing with the transaction
› Significant judgement was required in applying the accounting policy
› The accounting is complex, e.g. more than one IFRS applies to the transaction.

Application Date

Annual reporting periods beginning on or after 1 January 2023

Impact on Initial Application

Disclosure impact only.

DEVELOP GLOBAL LIMITED 45

Notes to the Consolidated Financial Statements

NOTE 2 - REVENUE AND OTHER INCOME

(a) Revenue from contracts with customers Contract and operational revenue (over time) (b) Other Income Interest income on bank deposits Rental income – Spinifex Ridge Camp Government Stimulus JobKeeper Other Income Total other income	2022	2021
	$	$
	4,512,431 -
	4,512,431 -
	45,408 10,906 - 7,637 - 67,500 - 68,000 31,712 -
	77,120 154,043

The disaggregation of revenue from contracts with customers is as follows:

Mining Services	Mining and Exploration	Other	Total
$	$	$	$
4,512,431 - - 4,512,431
4,512,431 - - 4,512,431
4,512,431 - - 4,512,431
4,512,431 - - 4,512,431

There were no disaggregation of revenue from contracts for the 2021 financial year.

NOTE 3 - EXPENSES

Note Depreciation expenses Depreciation expenses 12 Depreciation expenses – Right of Use Asset 13 Impairment expenses Impairment of trade and other receivables Impairment of exploration and evaluation expenses 14	2022	2021
	$	$
	246,416 240,310 218,972 72,668
	465,388 312,978
	- 149,886 396,736 816,720
	396,736 966,606

46 2022 ANNUAL REPORT

Notes to the Consolidated Financial Statements

NOTE 4 - FINANCE INCOME AND FINANCE COSTS

Note Recognised in proft or loss Interest expense on fnancial liabilities measured at amortised cost (Mine Rehabilitation Provision) 21 Interest expense - borrowings Interest expense - lease liability Re-estimation adjustment on mine rehabilitation provision 21 Net fnance costs (income) recognised in proft or loss	2022	2021
	$	$
	118,577 (2,568) 6,620 85,738 23,468 6,255
	148,665 89,425
	(1,003,347) 104,983
	(1,003,347) 104,983
	(854,682) 194,408

NOTE 5 - INCOME TAX EXPENSE
(a) Income tax recognised in proft or loss Current tax expense Deferred tax expense Total income tax expense (b) Loss before tax Income tax using the domestic corporation tax rate of 30% (2021: 30%) Increase/(decrease) in income tax expense due to: Non-deductible expenses Deductible expenses Tax losses not brought to account Income tax (credit) expense
	2022	2021
	$	$
	- - - -
	- -
	(9,223,458) (89,882,164)
	(2,767,037) (26,964,649)
	2,517,024 24,122,867 - (123,300) 250,013 2,965,082
	- -

(c) Unrecognised deferred tax liabilities

The Group has a legally enforceable right to set off current tax assets against current tax liabilities and intends to settle on a net basis. Deferred tax liabilities not brought to account, are as follows:

Taxable temporary differences	2022	2021
	$	$
	19,629,119 7,747,501
	19,629,119 7,747,501

DEVELOP GLOBAL LIMITED 47

Notes to the Consolidated Financial Statements

NOTE 5 - INCOME TAX EXPENSE (CONTINUED)

(d) Unrecognised deferred tax assets

The Group has not recognised deferred tax assets. This future income tax benefit will only be obtained if:

› the Group derives future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the losses to be realised;
› the Group continues to comply with the conditions for deductibility imposed by tax legislation;
› no changes in tax legislation adversely affect the Group in realising the benefit.

Deferred tax assets not brought to account, the benefits of which will only be realised if the conditions for deductibility set out above occur, are as follows:

above occur, are as follows:
Deductible temporary differences Tax losses	2022	2021
	$	$
	9,574,595 1,492,848 42,969,569 28,547,091
	52,544,164 30,039,939

NOTE 6 - LOSS PER SHARE

		2022	2021
(a)	Basic loss per share (cents)	(6.39)	(113.23)
(b)	Diluted loss per share (cents)	(4.80)	(69.63)
(c)	Net loss used in the calculation of basic loss per share and diluted loss	($9,223,458)	($89,882,164)
	per share
(d)	Weighted average number of ordinary shares during the year used in	144,398,535	79,383,497
	calculating basic loss per share
(e)	Weighted average number of ordinary shares during the year used in	192,245,378	129,086,973
	calculating diluted loss per share

The weighted average number of ordinary shares for 2021 has been restated for the effect of the 5:1 share consolidation that was completed on 26 November 2021.

The reconciliation of weighted average number of shares due to share consolidation completed is provided as follows:

	30 June 2021	30 June 2021 Restated 5:1
Basic loss per share (cents)	(22.65)	(113.23)
Diluted loss per share (cents)	(13.93)	(69.63)
Weighted average number of ordinary shares	396,917,484	79,383,497
Weighted average number of ordinary shares (diluted)	645,434,866	129,086,973

NOTE 7 - AUDITOR’S REMUNERATION

Audit and review of fnancial statements Other assurances services	2022	2021
	$	$
	87,548 45,422 18,837 40,170
	106,385 85,592

48 2022 ANNUAL REPORT

Notes to the Consolidated Financial Statements

NOTE 8 - CASH AND CASH EQUIVALENTS

Cash at bank Call deposits	2022	2021
	$	$
	2,027,446 27,382 41,179,078 16,804,009
	43,206,524 16,831,391

The financial risk management can be found in Note 35.

NOTE 9 - TRADE AND OTHER RECEIVABLES

Trade and other receivables Impairment of Trade and other receivables	2022	2021
	$	$
	3,341,218 637,201 (362,442) (362,442)
	2,978,776 274,759

There are no past due trade and other receivables that are not impaired. The financial risk management can be found in Note 35.

NOTE 10 - INVENTORIES

Consumables	2022	2021
	$	$
	4,023,172 4,300
	4,023,172 4,300

NOTE 11 - OTHER ASSETS

Prepayments - current Bank Guarantees – current Rehabilitation Security Deposit – non-current	2022	2021
	$	$
	1,286,398 240,830 58,800 38,800
	1,345,198 279,630
	3,582,548 -
	3,582,548 -

A rehabilitation security deposit of $3,582,548 has been paid to the NSW Government to cover estimated rehabilitation costs in the unlikely event the Group cannot fulfil its financial obligations at Woodlawn.

DEVELOP GLOBAL LIMITED 49

Notes to the Consolidated Financial Statements

NOTE 12 - PROPERTY, PLANT AND EQUIPMENT
Note 2022 2021 $ $ *Property, Plant and Equipment* 35,270,275 1,440,783 At cost (995,340) (753,924) Accumulated depreciation 34,274,935 686,859 *Movements in carrying amounts for each class of property, plant and equipment.* *Total Property, Plant and Equipment* Carrying amount at the beginning of year 686,859 1,588,813 Additions 3,834,492 27,085 Additions through acquisition of Heron Resources Ltd 26 30,000,000 - Disposals - (688,729) Depreciation expense (246,416) (240,310) Carrying amount at the end of year 34,274,935 686,859 *Property* Carrying amount at the beginning of year - 20,000 Disposals - (20,000) Carrying amount at the end of year - - *Buildings* Carrying amount at the beginning of year 477,761 595,400 Depreciation expense (117,639) (117,639) Carrying amount at the end of year 360,122 477,761 *Leasehold Improvements* Carrying amount at the beginning of year - - Additions 1,648 Depreciation expense (1648) - Carrying amount at the end of year - - *Plant and Equipment* Carrying amount at the beginning of year 209,098 973,413 Additions 3,027,499 27,085 Additions through acquisition of Heron Resources Ltd 30,000,000 - Disposals - (668,729) Depreciation expense (127,129) (122,671) Carrying amount at the end of year 33,109,468 209,098 *Capital Works in Progress* Carrying amount at the beginning of year - - Additions 805,345 - Carrying amount at the end of year 805,345 -
	2022	2021
	$	$
	35,270,275 1,440,783 (995,340) (753,924)
	34,274,935 686,859
	34,274,935 686,859
	- 20,000 - (20,000)
	- -
	477,761 595,400 (117,639) (117,639)
	360,122 477,761
	- - 1,648 (1648) -
	- -
	209,098 973,413 3,027,499 27,085 30,000,000 - - (668,729) (127,129) (122,671)
	33,109,468 209,098
	- - 805,345 -
	805,345 -

50 2022 ANNUAL REPORT

Notes to the Consolidated Financial Statements

NOTE 13 - RIGHT OF USE ASSETS
Note *Right of Use Assets* At cost Accumulated Depreciation *Movements in carrying amounts for each class of right of use assets.* *Total Right of Use Assets* Carrying amount at the beginning of year Additions Additions through acquisition of Heron Resources Ltd Depreciation expense Carrying amount at the end of year *Building Lease* Carrying amount at the beginning of year Additions Depreciation expense Carrying amount at the end of year *Plant and Equipment Lease* Carrying amount at the beginning of year Additions Additions through acquisition of Heron Resources Ltd 26 Depreciation expense Carrying amount at the end of year
	2022	2021
	$	$
	3,854,163 246,475 (355,620) (145,052)
	3,498,543 101,423
	101,423 39,309 1,876,727 134,782 1,739,365 - (218,972) (72,668)
	3,498,543 101,423
	101,087 34,939 - 134,782 (67,391) (68,634)
	33,696 101,087
	336 4,370 1,876,727 - 1,739,365 - (151,581) (4,034)
	3,464,847 336

Leases as lessee

The Group leases equipment and storage premises. These leases are short-term. The Group has elected not to recognise right of use assets and lease liabilities for these leases.

DEVELOP GLOBAL LIMITED 51

Notes to the Consolidated Financial Statements

NOTE 14 - EXPLORATION AND EVALUATION EXPENDITURE

Note *Exploration & evaluation expenditure* At cost Accumulated impairment *Movements in Carrying Amounts of exploration and evaluation expenditure.* Carrying amount at the beginning of year Additions Additions through acquisition of Heron Resources Ltd 26 Joint Venture receivable for rehabilitation Rehabilitation - Increase in the discounted amount arising due to change in assumptions – JV 80% 21 Rehabilitation – Interest Expense – JV 80% 21 Impairment / Write Off Carrying amount at the end of year	2022	2021
	$	$
	85,925,657 67,449,541 (40,167,745) (40,167,701)
	45,757,912 27,281,840
	27,281,840 37,002,615 8,272,808 2,543,519 10,600,000 - 1,319,800 (11,857,233) (1,742,517) 419,932 422,717 (10,273) (396,736) (816,720)
	45,757,912 27,281,840

The write off of $396,736 relates to tenements that have been surrendered during the 2022 financial year (2021:$816,720).

The recoverability of exploration & evaluation expenditure is dependent upon further exploration and exploitation of commercially viable mineral deposits.

NOTE 15 - MINE PROPERTIES

Note Mine Properties At cost *Movements in Carrying Amounts of Mine Properties.* Carrying amount at the beginning of year Additions through acquisition of Heron Resources Ltd 26 Carrying amount at the end of year	2022	2021
	$	$
	55,679,219 -
	55,679,219 -
	- - 55,679,219 -
	55,679,219 -

NOTE 16 - OTHER RECEIVABLES

Other non-current receivables	2022	2021
	$	$
	10,537,434 11,857,233
	10,537,434 11,857,233

Other non-current receivables include an estimate of the amount payable by the operators of the Whim Creek Joint Venture for the fulfilment of rehabilitation obligations at the end of operations.

52 2022 ANNUAL REPORT

Notes to the Consolidated Financial Statements

NOTE 17 - TRADE AND OTHER PAYABLES

Trade and other payables Accrued expenses Insurance premium funding	2022	2021
	$	$
	5,777,887 613,696 1,466,364 552,521 709,553 135,963
	7,953,804 1,302,180

The financial risk management can be found in Note 35.

NOTE 18 - BORROWINGS

Carrying amount at the beginning of year Interest Conversion of debt into equity Repayment of Loan Carrying amount at the end of year	2022	2021
	$	$
	- 2,087,869 - 80,425 - (1,595,045) - (573,249)
	- -

Terms and repayment schedule

Currency Nominal Interest rate Year of maturity Borrowings AUD 10% 2021			30 Jun 2022	30 Jun 2022	30 Jun 2021	30 Jun 2021
	Nominal Interest rate	Year of maturity	Face Value	Carrying Amount	Face Value	Carrying Amount
			- - $1,164,500 -

The financial risk management can be found in Note 35.

NOTE 19 - LEASE LIABILITIES

Lease Liabilities - current Lease Liabilities - non-current	2022	2021
	$	$
	1,634,662 103,779 1,883,051 -
	3,517,713 103,779

NOTE 20 - EMPLOYEE BENEFITS

Employee Benefts - current Employee Benefts - non-current	2022	2021
	$	$
	438,674 109,903 77,787 28,565
	516,461 138,468

DEVELOP GLOBAL LIMITED

Notes to the Consolidated Financial Statements

NOTE 21 - PROVISIONS

Note Payroll Tax – current a Rehabilitation Provision – non-current b *a Payroll Tax – current* Opening balance at beginning of year Increase (Decrease) in payroll tax provision Balance at end of the year	2022	2021
	$	$
	2,141,480 5,353,700
	2,141,480 5,353,700
	27,181,064 14,821,541
	27,181,064 14,821,541
	5,353,700 - (3,212,220) 5,353,700
	2,141,480 5,353,700

A provision for payroll tax has been recognised in relation to the issuing of Options to Directors and Consultants. The details of options issued can be found in Note 24.

b Rehabilitation Provision – non current

*Mine Rehabilitation – Whim Creek* Opening balance at beginning of year Increase/(decrease) in the discounted amount arising due to change in assumptions -JV 20% Increase/(decrease) in the discounted amount arising due to change in assumptions -JV 80% Interest Expense (JV 20%) Interest Expense (JV 80%) Balance at end of the year	2022	2021
	$	$
	14,821,541 14,309,467 (435,629) 104,983 (1,742,517) 419,932 105,680 (2,568) 422,717 (10,273)
	13,171,792 14,821,541

In accordance with State government legislative requirements, a provision for mine rehabilitation has been recognised in relation to the Group’s interest in the Whim Creek Mine. The provision has been offset by a receivable from Anax Metals Ltd recognising the contractual requirement to rehabilitate the site. (Refer Note 16)

The fair value of the mine rehabilitation model inputs used are as follows:

	2022	2021
Inflation Rate – CPI	2.30%	2.04%
Discount Rate	3.49%	1.52%
Estimated commencement of outflow	1st Quarter 30	1st Quarter 28

54 2022 ANNUAL REPORT

Notes to the Consolidated Financial Statements

NOTE 21 - PROVISIONS (CONTINUED)

Note *Mine Rehabilitation – Woodlawn* Opening balance at beginning of year Additions through acquisition of Heron Resources Ltd 26 Increase / (decrease) in the discounted amount arising due to change in assumptions Interest Expense Balance at end of the year	2022	2021
	$	$
	- - 14,564,092 - (567,717) - 12,897 -
	14,009,272 -

In accordance with State government legislative requirements, a provision for mine rehabilitation has been recognised in relation to the Group’s interest in the Woodlawn Mine.

The fair value of the mine rehabilitation model inputs used are as follows:

	2022	2021
Inflation Rate – CPI	2.30%	-
Discount Rate	3.49%	-
Estimated commencement of outflow	2032	-

NOTE 22 - CONTRACT LIABILITIES

The following table provides information about contract liabilities from contracts with customers.

Contract liabilities
	2022	2021
	$	$

	19,019,670 -

The contract liabilities relate to the Nomad stream arrangement in respect of Woodlawn, the aggregate amount of silver to be delivered to Nomad will be capped at $27 million. (Refer Note 26)

The fair value of the contract liabilities model inputs used are as follows:

	2022	2021
Discount Rate	10.51%	-
Estimated commencement of outflow	2024	-

DEVELOP GLOBAL LIMITED 55

Notes to the Consolidated Financial Statements

NOTE 23 - CAPITAL AND RESERVES
Ordinary shares fully paid Share based payment reserve (a) Ordinary Shares fully paid Note At the beginning of reporting period Shares issued i Exercise of Performance Rights – Shares issued ii Exercise of Options – Shares issued iii Total prior to consolidation Consolidation 5 to 1 (26 November 2021)* Shares issued i Exercise of Performance Rights – Shares issued ii Exercise of Options – Shares issued iii Transaction costs relating to share issues At end of the reporting period	Note (a) 24
		2022		2021
		$		$
		202,081,283 132,008,693 128,215,812 80,108,642
		330,297,095 212,117,335

	2022	2022	2021		2021
	No.	$	No.		$
	605,182,456 61,451,352 597,222 34,065,956	132,008,693 317,546,898 110,289,634 4,916,112 239,603,501 17,554,137 77,639 2,538,409 360,507 4,518,135 45,493,648 4,549,365
	701,296,986	141,520,579 605,182,456 132,753,643

	140,260,971	- - -
	19,936,351 19,733 880,262 -	61,820,192 - - 12,826 - - 589,083 - - (1,861,397) - (744,950)
	161,097,317	202,081,283 605,182,456 132,008,693

* On 26 November 2021, a 5 for 1 share consolidation was completed. Number of shares have been stated as at date of issue.

(i) Shares Issued 2022 Details Shares issued Balance pre consolidation Shares issued Shares issued under placement Balance post consolidation 2021 Details Shares issued Shares issued Balance pre consolidation (ii) Exercise of Performance Rights – Shares issued 2022 Details Shares issued exercise of performance rights Balance pre consolidation Shares issued exercise of performance rights Balance pre consolidation
Details	No.	Issue Price $	$
	61,451,352 0.080 61,451,352 15,153,492 3.300 4,782,859 2.470 19,936,351 64,565,872 0.055 175,037,629 0.080 239,603,501		4,916,112
			4,916,112
			50,006,530 11,813,662
			61,820,192
			3,551,127 14,003,010
			17,554,137

Details	No.	Issue Price $	$
	597,222 0.130 597,222 19,733 0.650 19,733		77,639
			77,639
			12,826
			12,826

56 2022 ANNUAL REPORT

Notes to the Consolidated Financial Statements

NOTE 23 - CAPITAL AND RESERVES (CONTINUED)

(ii) Exercise of Performance Rights – Shares issued (Continued) 2021 Details Shares issued exercise of performance rights Shares issued exercise of performance rights Shares issued exercise of performance rights Shares issued exercise of performance rights Shares issued exercise of performance rights Shares issued exercise of performance rights Balance pre consolidation (iii)Exercise of Options – Shares issued 2022 Details Shares issued exercise of options Shares issued exercise of options Balance pre consolidation Shares issued exercise of options Shares issued exercise of options Balance post consolidation 2021 Details Shares issued exercise of options Balance pre consolidation
Details	No.	Issue Price $	$
	250,162 0.205 123,368 0.102 40,319 0.119 233,337 0.195 4,000 0.235 1,887,223 0.130 2,538,409		51,283 12,645 4,800 45,500 940 245,339
			360,507

Details	No.	Issue Price $	$
	2,307,788 0.100 31,758,168 0.135 34,065,956 851,169 0.675 29,093 0.500 880,262 45,493,648 0.100 45,493,648		230,779 4,287,356
			4,518,135
			574,537 14,546
			589,083
			4,549,365
			4,549,365

(b) Unlisted Options

Exercise Price	Balance at beginning of year*	Issued during the year	Exercised during the year	Balance pre consolidation	Balance post consolidation*
$	No.	No.	No.	No.	No.
0.100 15-Dec-21 0.150 22-Jun-24 0.135 22-Jun-23 0.150 17-Jun-24 0.150 17-Jun-25 1.000 01-Oct-24 0.135 18-Jul-23	3,998,559 - (2,307,788) 1,690,771 338,167 17,000,000 - - 17,000,000 3,400,000 87,518,823 - (13,033,478) 74,485,345 14,897,081 70,000,000 - - 70,000,000 14,000,000 70,000,000 - - 70,000,000 14,000,000 - 1,000,000 - 1,000,000 200,000 - 30,726,392 (18,724,690) 12,001,702 2,400,931
	248,517,382 31,726,392 (34,065,956) 246,177,818 49,236,179

DEVELOP GLOBAL LIMITED 57

Notes to the Consolidated Financial Statements

NOTE 23 - CAPITAL AND RESERVES (CONTINUED)

(b) Unlisted Options (Continued)

Exercise Price	Expiry Date	Balance post consolidation*	Issued during the year	Exercised during the year	Expired during the year	Balance at end of year*
$		No.	No.	No.	No.	No.
0.500 15-Dec-21 0.750 22-Jun-24 0.675 22-Jun-23 0.750 17-Jun-24 0.750 17-Jun-25 5.000 01-Oct-24 0.675 18-Jul-23 various various		338,167 - (29,093) (309,074) - 3,400,000 - - - 3,400,000 14,897,081 - (488,781) - 14,408,300 14,000,000 - - - 14,000,000 14,000,000 - - - 14,000,000 200,000 - - - 200,000 2,400,931 - (362,388) - 2,038,543 - 1,390,000 - - 1,390,000
		49,236,179 1,390,000 (880,262) (309,074) 49,436,843

Exercise Price	Expiry Date	Balance at beginning of year*	Issued during the year	Exercised during the year	Expired during the year	Balance at end of year*
$		No.	No.	No.	No.	No.
0.100 15-Dec-21 0.150 22-Jun-24 0.135 22-Jun-23 0.150 17-Jun-24 0.150 17-Jun-25		- 49,492,207 (45,493,648) - 3,998,559 - 17,000,000 - - 17,000,000 - 87,518,823 - - 87,518,823 - 70,000,000 - - 70,000,000 - 70,000,000 - - 70,000,000
		- 294,011,030 (45,493,648) - 248,517,382

* On 26 November 2021, a 5 for 1 share consolidation was completed. Number of shares have been stated as at date of issue.

(c) Terms and conditions of equity

Ordinary Shares

Ordinary shares have the right to receive dividends as declared and, in the event of winding up the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Ordinary shares entitle their holder to one vote, either in person or by proxy, at a Shareholder meeting of the Company.

Options and Performance Rights

Options and Performance Rights do not have the right to receive dividends as declared and, in the event of winding up the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Options and Performance Rights do not entitle their holder to vote at a Shareholder meeting of the Company.

Shares allotted pursuant to an exercise of Options or Performance Rights shall rank from the date of allotment, equally with existing shares of the Company in all respects.

58 2022 ANNUAL REPORT

Notes to the Consolidated Financial Statements

NOTE 23 - CAPITAL AND RESERVES (CONTINUED)

(d) Capital Management

Management controls the capital of the Group in order to ensure that the Group can fund its operations and continue as a going concern.

The Group’s debt and capital includes ordinary share capital and financial liabilities, supported by financial assets. There are no externally imposed capital requirements.

Management effectively manages the Group’s capital by assessing the Group’s financial risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include the management of debt levels, distributions to Shareholders and share issues.

There have been no changes in the strategy adopted by Management to control the capital of the Group since the prior year.

(e) Share based payment reserve

The share-based payment reserve is used to recognise the fair value of Performance Rights and Options issued but not exercised.

(f) Accumulated losses

Movements in accumulated losses were as follows: At the beginning of reporting period Net (loss) for the year At end of the reporting period	2022	2021
	$	$
	(176,519,568) (86,637,404) (9,223,458) (89,882,164)
	(185,743,026) (176,519,568)

NOTE 24 - SHARE-BASED PAYMENTS RESERVE

Unlisted Performance Rights and Options, and Contingent Consideration Note At beginning of the reporting period Unlisted Performance Rights Expensed during the year b(i) Exercised b(ii) Expired b(iii) Unlisted Options Expensed during the year b(i) Share Based Payment Contingent Consideration Contingent Consideration - Heron Resources Ltd c At end of the reporting period	2022	2021
	$	$
	80,108,642 228,150 187,485 415,226 (90,465) (360,507) - (120,000) 8,118,053 79,945,773 39,892,097 -
	128,215,812 80,108,642

DEVELOP GLOBAL LIMITED 59

Notes to the Consolidated Financial Statements

NOTE 24 - SHARE-BASED PAYMENTS RESERVE (CONTINUED)

(a) Details of Unlisted Performance Rights and Options for Directors, Key Management Employees, Employees and Contractors during the year are as follows:

Unlisted Performance Rights 2022 LTI Unlisted Options DVPAAC DVPAAG DVPAAH	Grant Date	Expiry Date	Fair Value*	Value at Grant Date
			$	$
	16-May-22 various 23-Sep-21 22-Sep-24 16-May-22 various 2-Sep-22 21-Sep-25		2.4300 1,773,900 1.4855 297,097 1.0847 to 1.5548 1,887,203 0.9702 97,022

* On 26 November 2021, a 5 for 1 share consolidation was completed. Fair Value has been stated as at date of issue.

erformance Rights and Options for Directors, Key Management Employees, ctors during the year are as follows:	erformance Rights and Options for Directors, Key Management Employees, ctors during the year are as follows:	erformance Rights and Options for Directors, Key Management Employees, ctors during the year are as follows:	erformance Rights and Options for Directors, Key Management Employees, ctors during the year are as follows:	erformance Rights and Options for Directors, Key Management Employees, ctors during the year are as follows:	erformance Rights and Options for Directors, Key Management Employees, ctors during the year are as follows:
Balance at beginning of year	Expensed during the year (i)	Exercised during the year (ii)	Expired during the year (iii)	Balance at end of year	To Expense in future periods
$	$	$	$	$	$
162,869 128,007 (90,465) - 200,411 38,314 - 59,478 - - 59,478 1,714,422
162,869 187,485 (90,465) - 259,889 1,752,736
1,652,608 7,719,716 - - 9,372,324 - 38,591,922 - - - 38,591,922 - 39,701,243 - - - 39,701,243 - - 227,910 - - 227,910 69,187 - 78,625 - - 78,625 1,808,578 - 31,065 - - 31,065 65,958
79,945,773 8,057,316 - - 88,003,089 1,943,723

80,108,642 8,244,801 (90,465) - 88,262,978 3,696,459

60 2022 ANNUAL REPORT

Notes to the Consolidated Financial Statements

NOTE 24 - SHARE-BASED PAYMENTS RESERVE (CONTINUED)

==> picture [490 x 582] intentionally omitted <==

----- Start of picture text -----

Balance at Exercised Expired
Exercise Issued during Balance pre Balance post
2022 beginning of during the during the
Price the year consolidation consolidation
year year year
$ No. No. No. No. No. No.
Unlisted
Performance Rights
2020 LTI a Nil 2,532,222 - (597,222) - 1,935,000 387,000
- -
2,532,222 (597,222) 1,935,000 387,000
Exercised Expired Balance at
Exercise Balance post Issued during Balance at
during the during the end
Price consolidation the year resignation
year year of year
$ No. No. No. No. No. No.
2020 LTI a Nil 387,000 - (19,733) - - 367,267
2022 LTI Nil - 760,000 - - - 760,000
- -
387,000 760,000 (19,733) 1,127,267
Balance at Exercised Expired
Exercise Issued during Balance pre Balance post
2022 beginning of during the during the
Price the year consolidation consolidation
year year year
$ No. No. No. No. No. No.
Unlisted Options
DVPAY 0.15c 17,000,000 - - - 17,000,000 3,400,000
DVPAAA 0.15c 70,000,000 - - - 70,000,000 14,000,000
DVPAAB 0.15c 70,000,000 - - - 70,000,000 14,000,000
DVPAAC $1.00 - 1,000,000 - - 1,000,000 200,000
DVPAAG N/A - - - - - -
DVPAAH N/A - - - - - -
- -
157,000,000 1,000,000 158,000,000 31,600,000
Exercised Expired Balance at
Exercise Balance post Issued during Balance at
during the during the end
Price consolidation the year resignation
year year of year
$ No. No. No. No. No. No.
DVPAY 0.75c 3,400,000 - - - - 3,400,000
DVPAAA 0.75c 14,000,000 - - - - 14,000,000
DVPAAB 0.75c 14,000,000 - - - - 14,000,000
DVPAAC $5.00 200,000 - - - - 200,000
DVPAAG various - 1,390,000 - - - 1,390,000
DVPAAH $4.25 - - - - - -
- - -
31,600,000 1,390,000 32,990,000
----- End of picture text -----

* On 26 November 2021, a 5 for 1 share consolidation was completed. Number of performance rights and options have been stated as at date of issue.

DEVELOP GLOBAL LIMITED 61

Notes to the Consolidated Financial Statements

NOTE 24 - SHARE-BASED PAYMENTS RESERVE (CONTINUED)

(c) Share Based Payment – Contingent Consideration

As part of the acquisition of Heron Resources Ltd (See Note 26), Develop has agreed to payments of contingent consideration of up to $70 million in cash or shares (or a combination thereof at the Company’s discretion) dependent on the successful achievement of each of the milestones.

Share Based Payment Contingent Consideration	2022	2021
	$	$
	39,892,097 -
	39,892,097 -

The fair value of the contingent consideration model inputs used are as follows:

Probability (risk adjusted cashflows) Discount Rate Estimated commencement of outflow	2022	2021
	62.5% - 3.7% - 2024 -

(d) Terms and conditions of Unlisted Performance Rights Issued during the year 2022 LTI

On 16 May 2022, 760,000 unlisted performance rights were granted to Employees, vesting on various dates and subject to various conditions being achieved, rights as sign-on bonus (can’t be converted into shares until after 3 years), rights for the delivery of a bankable feasibility and project finance for Sulphur Springs and/or Woodlawn, rights on the declaration of commercial and profitable production at Sulphur Springs and/or Woodlawn, rights on group copper equivalent production of >30,000 tonnes per annum, rights on group copper equivalent production of >50,000 tonnes per annum; rights on the establishment/deployment of underground capability for partnerships and/or third-party services. All rights that haven’t vested are cancelled if employment is terminated by either party. These rights are to cover the next five years of long-term incentives issuances and if the performance criteria is not meet after five years from commencement of employment they will be cancelled. Rights converted to shares will be escrowed for 5 years from commencement of employment The probability of achieving the non-market conditions as at 30 June 2022 is currently estimated to be 100%.

(e) Terms and conditions of Unlisted Options Issued during the year

› DVPAAC - A total of 1,000,000 unlisted options were granted to Key Management Personnel on 23 September 2021, 100% vest on 23 September 2022. The unlisted options expire on 22 September 2024. The exercise price of the unlisted options is $1.00. On 26 November 2021, a 5 for 1 share consolidation was completed reducing the option number to 200,000 and increasing the exercise price to $5.00.
› DVPAAG - A total of 1,390,000 unlisted options were granted to Employees on 16 May 2022, 11% vest after 2 years of employment, 79% vest after 3 years of employment, 5% vest after 4 years of employment and 5% vest after 5 years of employment. All unlisted options expire 12 months after vesting. The exercise price of the unlisted options that expire in 2 to 3 years is $3.27 and expire in 4 to 5 years is $3.85.
› DVPAAH - A total of 100,000 unlisted options were mutually agreed between a Key Management Personnel and Develop on 1 December 2021. The Options obtained shareholder approval on 2 September 2022 and were issued on 21 September 2022. 100% vest on 21 September 2023. The unlisted options expire on 21 September 2025. The exercise price of the unlisted options is $4.25.

62 2022 ANNUAL REPORT

Notes to the Consolidated Financial Statements

NOTE 24 - SHARE-BASED PAYMENTS RESERVE (CONTINUED)

(f) Expenses Arising from Share-Based Payment Transactions

Total expenses arising from share-based payment transactions recognised during the year were as follows:

Unlisted Performance Rights Compensation to Directors & Key Management Personnel Compensation to Employees Exercise of Performance Rights Issued to Directors Exercise of Performance Rights Issued to Employees Expiry of Performance Rights Issued to Directors Unlisted Options Compensation to Directors & Key Management Personnel Compensation to Consultants Compensation to Employees	2022	2021
	$	$
	31,243 105,381 156,244 309,845 (18,056) (90,658) (72,410) (269,849) - (120,000)
	97,021 (65,281)
	8,039,428 1,652,608 - 78,293,165 78,625 -
	8,118,053 79,945,773

	8,215,074 79,880,492

NOTE 25 - FAIR VALUE OF UNLISTED PERFORMANCE RIGHTS AND OPTIONS GRANTED

Unlisted Performance Rights

Unlisted Performance Rights with Market conditions

The fair value of performance rights granted with market conditions are calculated at the grant date using the Monte Carlo simulation model, taking into account the impact of the market condition. There are no performance rights with market conditions for the financial year 2022 or 2021.

Unlisted Performance Rights with Material Transactions conditions

The fair values of performance rights granted with a Material Transaction condition are calculated using the share price on the date of issue.

Unlisted Options

The fair values of options granted are calculated at the grant date using a Black Scholes option-pricing model. The Black Scholes option-pricing has been used as it is complicated to fair value the service.

DEVELOP GLOBAL LIMITED 63

Notes to the Consolidated Financial Statements

NOTE 25 - FAIR VALUE OF UNLISTED PERFORMANCE RIGHTS AND OPTIONS GRANTED (CONTINUED)

Model Inputs

The model inputs used for Options granted or mutually agreed upon to Key Management Personnel during the 2022 year are below. All options were calculated using a Black Scholes option-pricing model.

Options granted to Shirley In’t Veld 200,000 Grant date 23 September 2021 Expiry date 22 September 2024 Total fair value of Options granted $297,097 Fair Value $1.485 Share Price $2.900 Exercise Price $5.000 Expected Volatility (weighted average) 100% Expected Life 3 years Expected dividends Nil Risk free interest rate (based on government bonds) 1.28% Vesting Conditions 1 year from issued date Service Conditions Exercised or forfeited if cease to be a director Options granted to Michelle Woolhouse 100,000 Grant date 2 September 2022 Expiry date 21 September 2025 Total fair value of Options granted $97,022 Fair Value $0.970 Share Price $2.270 Exercise Price $4.250 Expected Volatility (weighted average) 86% Expected Life 3 years Expected dividends Nil Risk free interest rate (based on government bonds) 3.37% Vesting Conditions 1 year from issued date Service Conditions Exercised or forfeited if cease to be a director

The model inputs used for Options granted to Employees during the 2022 year included:

Options granted to employees	1,390,000
Grant Date	16 May 2022
Expiry Date	Various
Total fair value of Options granted	$1,814,303
Fair Value	$0.830 to $1.550
Share Price	$2.430
Exercise Price	$3.070 to $3.850
Expected Volatility (weighted average)	86%
Expected Life	1 to 5.5 years
Expected dividends	Nil
Risk free interest rate (based on government bonds)	2.45 to 3.12%
Vesting Conditions	Various
Service Conditions	Exercised or forfeited if cease to be an employee

A summary of unlisted performance rights and options granted and a summary of unlisted performance rights and options outstanding at the end of the year are detailed in Note 24.

64 2022 ANNUAL REPORT

Notes to the Consolidated Financial Statements

NOTE 26 - ACQUISITION OF HERON RESOURCES LIMITED

On 20 May 2022 the Company announced that it had acquired a 100% interest in Heron Resources Limited (“ Heron ”) including the following subsidiaries Woodlawn Mine Holdings Pty Ltd, Tarago Operations Pty Ltd, Tarago Exploration Pty Ltd, Ochre Resources Pty Ltd and Hampton Nickel Pty Ltd (“ Heron Group ”).

The Acquisition includes an underground mine and new processing plant/site infrastructure, which are currently in care and maintenance.

The acquisition does not meet the definition of a business in accordance with AASB 3 Business Combinations. As such the acquisition has been accounted for as an asset acquisition whereby fair value of consideration is allocated to net identifiable assets acquired on a relative fair value basis.

The fair value of the consideration paid and allocation to net identifiable assets is as follows:

Cash payments to Secured and Unsecured Creditors Shares Share Based Payments – Contingent Consideration Transaction Costs	Note	$
	i i ii iii	15,500,000 11,813,662 39,892,097 1,402,501
		68,608,260

i – Upfront Consideration

Upfront consideration paid to Heron secured and unsecured creditors on effectuation of the DOCA, comprised of:

› $15 million payable in cash; and
› The issue of 4,782,859 new fully paid ordinary shares in Develop at an issue price of $2.47 per share (share price on 20 May 2022).

ii – Share Based Payment contingent consideration:

Up to A$70 million payable to Orion subject to certain milestones being met as follows:

› $12.5 million payable on definition of 550,000 tonnes ZnEq underground JORC Reserves,
› $7.5 million payable on definition of 680,000 tonnes ZnEq underground JORC Reserves,
› $20.0 million payable on a positive Final Investment Decision (FID) in respect of Woodlawn, and
› $30.0 million payable on 18 months of continuous commercial production from Woodlawn.

Develop can elect to satisfy the contingent consideration in cash, Develop fully paid ordinary shares or a combination of both. Any issue of shares under the contingent consideration is subject to Develop shareholder approval and will be at the deemed issue prices based on the 5 trading day VWAP prior to the relevant milestone.

The Group has included $39,892,097 as a Share Based Payment contingent consideration, which represents its fair value at the date of acquisition based on the likelihood of achieving these events.

The fair value of the contingent consideration model inputs used are as follows:

Probability (risk adjusted cashflows) Discount Rate Estimated commencement of outflow	2022	2021
	62.5% - 3.7% - 2024 -

DEVELOP GLOBAL LIMITED 65

Notes to the Consolidated Financial Statements

NOTE 26 - ACQUISITION OF HERON RESOURCES LIMITED (CONTINUED)

iii – Acquisition related costs

The Group incurred acquisition related costs of $1,402,501 on legal fees and due diligence costs. These costs have been included as part of the acquisition cost and capitalised to mine properties.

The allocation to net identifiable assets is as follows:

Assets Cash and cash equivalents Inventories Property, plant and equipment Right of use assets Exploration and evaluation expenditure Mine properties Rehabilitation security deposit Liabilities Lease liabilities Employee benefts Contract liabilities Provision for rehabilitation	$
	(26,464) 2,486,291 30,000,000 1,739,365 10,600,000 55,679,219 3,582,548 (1,739,365) (129,572) (19,019,670) (14,564,092)
	68,608,260

NOTE 27 - CAPITAL COMMITMENTS

Exploration expenditure commitments

In order to maintain current rights of tenure to exploration tenements, the Group is required to comply with the minimum expenditure obligations under the Mining Act. These obligations have been met, or the appropriate exemptions have been granted. The future obligations which are subject to renegotiation when an application for a mining lease is made and at other times are not provided for in the financial statements. Capital expenditure contracted for at the end of the reporting period but not recognised as liabilities is as follows:

NOTE 23 – CAPITAL AND RESERVES
not later than 12 months between 12 months and 5 years greater than 5 years	2022	2021
	$	$
	1,525,123 780,725 - - - -
	1,525,123 780,725

66 2022 ANNUAL REPORT

Notes to the Consolidated Financial Statements

NOTE 28 - CONTINGENCIES

The Group’s contingencies are as follows:

› As part of the acquisition of Venturex Sulphur Springs Pty Ltd, Develop included as part of the purchase consideration the grant of zinc off-take rights to Toho Zinc capped at 230,000t of zinc in zinc concentrate from Sulphur Springs (or Develop’s other Pilbara Operations) on international benchmark terms. On 19 March 2019, Develop modified the terms with Toho Zinc to defer its existing offtake for 5 years and increase tonnes to 280,000t of zinc in zinc concentrate. In addition, Develop included as part of the purchase consideration the granting of a capped royalty of $2.00 per dry metric tonne for any ore mined and processed from the tenements, capped at $3.67 million.
› As part of the acquisition of the Kangaroo Caves and Panorama Tenements, Develop included as part of the purchase consideration the granting of an uncapped royalty of $2.00 per dry metric tonne for any ore mined and processed from the tenements.
› The Whim Creek Site has a long history of mining and processing activity. The site was classified as ‘possibly contaminated’ under the Contaminated Sites Act 2003 (CS Act) in 2010 and revised to ‘’possibly contaminated – investigation required’’ by the Department of Water and Environmental Regulation (DWER) in 2018. The classification is based on the presence of possible, localised groundwater and soil contamination, exacerbated by offsite water discharge following cyclonic rainfall in March 2019. On essentially the same underlying basis (potential groundwater contamination and pollution risk), DWER issued an Environmental Protection Notice (EPN) in December 2019, requiring a range of actions to investigate and record the presence of any contamination and mitigate the risk of any future contamination. All requirements of the EPN have been completed, are supported by third party consultant reports and evidenced with monitoring reports, where required. While classification of the site under the CS Act persists, there remains the potential for future cost, the quantum of which cannot be determined based on the current status.
› A $9 million payment (paid off over 5 years) to Atlas Iron for Haul Road Construction subject to the commencement of construction at the Sulphur Springs Zinc-Copper Project.
› A native title royalty (0.6% Net Smelter Revenue) at the Sulphur Springs Zinc-Copper Project.

The following contingent liability has been included in the Whim Creek Joint Venture. Anax have assumed all liability with the Aeris Contract detailed below, as per the JV agreement announcement on 21 July 2020.

› The acquisition of Venturex Pilbara Pty Ltd on 1 February 2010, resulted in Develop including as part of the purchase consideration, a contingent liability. This is based upon an announcement of the Company’s intention to commence mining operations on any of the tenements held by Develop or its related bodies corporate, within 100 kilometres of Whim Creek. Develop will issue such number of shares equal to $3,000,000 divided by the 30-day volume weighted average trading price of the Company’s shares trading on the ASX over the period ending on the day immediately prior to any announcement of the intention to commence mining operations by the Company. This is subject to receipt of all necessary Shareholder approvals. If approval is not obtained, Develop will instead pay the amount of $3,500,000 cash. A deed of variation was entered into, and a royalty is payable of $30 per tonne of contained Copper Metal for any additional material added to the Heap Leach Dumps after 1 March 2016.

The following contingent liabilities have been included in the Whim Creek Joint Venture. Anax has assumed 80% of these contingent liabilities, as per the JV agreement announcement on 21 July 2020.

› As part of the termination of a Joint Venture Agreement, Develop granted a royalty of 2.4% of the total value of minerals mined from the Liberty Indee tenements. The total value of minerals is to be calculated in accordance with the Mining Act and by the Department of Mines, Industry Regulation and Safety to calculate the State Royalty.

DEVELOP GLOBAL LIMITED 67

Notes to the Consolidated Financial Statements

NOTE 28 - CONTINGENCIES (CONTINUED)

› As part of a Partial Surrender Agreement a royalty of 4% on net smelter return (Au and Ag) is payable for M47/443.
› As part of a Sale and Option Agreement a royalty of 2.5% of net profit on production greater than 1mt of ore is payable for M47/323 & M 47/324.

The following contingent liabilities have been acquired upon the acquisition of Heron .

› The Group has agreed with Veolia Environmental Services (Australia) Pty Ltd:
› To assume the environmental liabilities associated with the Woodlawn site, excluding Veolia’s area of operation.
› Subject to certain approvals being received by Veolia and the Group, the Group will receive “free-on board” compost from Veolia to be utilised in the rehabilitation of the Woodlawn project site.
› To fully indemnify Veolia for all direct and or consequential loss and damage suffered by Veolia as a result of or caused by or contributed to by any act or omission or default by the Group, connected with its operations at the Woodlawn project site.
› Native title claims have been made with respect to areas which include tenements in which the Group has interests. The Group is unable to determine the prospects for success or otherwise of the claims and, in any event, whether or not and to what extent the claims may significantly affect the Group or its projects.
› The Nomad stream arrangement in respect of Woodlawn will remain in place, subject to the following changes, a secondary stream will be introduced in respect of tailings, under which Tarago Operations Pty Ltd will pay A$1.0 million for every 1Mt of tailings ore processed at a certain tenement at Woodlawn, capped at A$10 million.

The Group has made no provision in its account for these potential contingent liabilities.

NOTE 29 - OPERATING SEGMENTS

Business Segment

This operating segments are based on the internal reports that are reviewed and used by the Board of Directors (who are identified as the Chief Operating Decision Makers) in assessing performance and in determining the allocation of resources.

Segment performance is evaluated based on Earnings Before Interest, Tax, Depreciation and Amortisation (“ EBITDA ”) which is allocated to the reportable segments in which the item arose or relates to. This includes both directly attributable items and those that can be allocated on a reasonable basis. EBITDA is a non-IFRS measure that has been included to assist management to better understand the performance of the business.

The accounting policies adopted for internal reporting are consistent with those adopted in the financial statements.

68 2022 ANNUAL REPORT

Notes to the Consolidated Financial Statements

NOTE 29 - OPERATING SEGMENTS (CONTINUED)

Mining Services	Mining and Exploration	Other	Total
$	$	$	$
4,512,431 - -			4,512,431
4,512,431 - -			4,512,431
509,226 117,902 (9,236,533) (92,712) (279,418) (93,258)			(8,609,405) (465,388)
416,514 (161,516) (9,329,791)			(9,074,793)
- - - 4,714,140 155,667,558 1,296,039 (5,788,663) (49,502,996) (5,038,533)			(148,665)
			(9,223,458)
			43,206,524 161,677,737 (60,330,192)
(1,074,523) 106,164,562 (3,742,494)
			144,554,069

Mining Services	Mining and Exploration	Other	Total
$	$	$	$
- - 10,906			10,906
- - 10,906			10,906
- (1,693,798) (87,785,963) - (195,356) (117,622)			(89,479,761) (312,978)
- (1,889,154) (87,903,585)			(89,792,739)
- - - - 40,031,118 454,926 - (15,201,526) (6,518,142)			(89,425)
			(89,882,164)
			16,831,391 40,486,044 (21,719,668)
- 24,829,592 (6,063,216)
			35,597,767

Major customers

During the year ended 30 June 2022 approximately $4,512,431 (2021: Nil) of the Group’s external revenue was derived from mining services revenue to an Australian producer.

Geographical information

All non-current assets of the Group are located in Australia.

DEVELOP GLOBAL LIMITED 69

Notes to the Consolidated Financial Statements

NOTE 30 - CONTROLLED ENTITIES

Company: Develop Global Ltd Subsidiaries of Develop Global Ltd: Jutt Resources Pty Ltd Juranium Pty Ltd CMG Gold Ltd Venturex Pilbara Pty Ltd Venturex Sulphur Springs Pty Ltd Dev Mining Services Pty Ltd Heron Resources Ltd Woodlawn Mine Holdings Pty Ltd Tarago Operations Pty Ltd Tarago Exploration Pty Ltd Ochre Resources Pty Ltd Hampton Nickel Pty Ltd	Country of	Percentage Owned (%)	Percentage Owned (%)
	Incorporation	2022	2021
	Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia	100 100 100 100 100 100 100 100 100 100 100 - 100 - 100 - 100 - 100 - 100 - 100 -

NOTE 31 - CASH FLOW INFORMATION

(a) Reconciliation of Cash Flow from Operating Activities

Note Loss for the year Adjustments for: Depreciation expense 12 Depreciation expense – right of use asset 13 Impairment of trade and other receivables Impairment of exploration and evaluation expenditure 14 Interest from other parties Share based payment expense Re-estimation of rehabilitation provision 21 Unwind of discount on rehabilitation 21 Net Loss on sale of plant & equipment Changes In: Trade and other receivables Inventories Other current assets Trade and other payables Employee provisions Other provisions Lease liabilities Cash flow used in operations	Note	2022	2021
		$	$
		(9,223,458) (89,882,164) 246,416 240,310 218,972 72,668 - 140,878 396,736 816,720 30,089 (87,869) 8,305,538 80,240,999 (1,003,347) 104,983 118,577 (2,568) - 538,729 (2,225,426) 249,903 (1,530,766) 19,586 (1,045,568) (76,661) 2,837,136 (166,594) 552,161 675 (4,237,947) 5,358,640 (57,097) 6,143
		(6,617,984) (2,425,622)

70 2022 ANNUAL REPORT

Notes to the Consolidated Financial Statements

NOTE 31 - CASH FLOW INFORMATION (CONTINUED)

(b) Non-Cash Financing and Investing Activities

Share and Option Issues

Details in regard to the conversion of debt to equity during the year ended 30 June 2022 and 30 June 2021 are in Note 18 and Note 23.

These are no other shares and options issued that are not reflected in the Cash Flow Information for the year ended 30 June 2022 and 30 June 2021.

NOTE 32 - EVENTS AFTER THE REPORTING PERIOD

› On 23 August 2022, Trevor Hart resigned as Company Secretary / Chief Financial Officer.
› On 23 August 2022, Steven Wood was appointed as Interim Company Secretary.
› On 1 September 2022, Alan Rule was appointed as Interim Chief Financial Officer.

NOTE 33 - RELATED PARTY TRANSACTIONS

Key Management Personnel Compensation

The aggregate compensation made to Directors and Key Management Personnel of the Group is set out below:

Short-term employee benefts Post-employment benefts Share-based payments	2022	2021
	$	$
	745,104 647,173 52,430 29,665 8,009,934 1,637,990
	8,807,468 2,314,828

Related Party Transactions

Transactions between related parties are on normal commercial terms and conditions and are no more favourable than those available to other parties unless otherwise stated.

(a) Ultimate Parent Company

The ultimate parent Company within the Group is Develop Global Limited which is incorporated in Australia.

(b) Subsidiaries

Interests in subsidiaries are set out in Note 30.

(c) Key Management Personnel

Disclosures relating to Key Management Personnel are set out in the Directors Report. There were no loans to Key Management Personnel during the year (2021: Nil). During the financial year the Company paid $183,283 to Gilbert + Tobin to provide legal consulting services, of which Michael Blakiston is a Partner. As at 30th June 2022, there was $1,748 in Trade and Other Payables due to Gilbert + Tobin. During the previous financial year, the Company paid $82,480 to New Holland Capital Pty Limited to provide Corporate advisory services, of which Craig McGown is a Director. At the date of Craig McGown’s resignation 9 June 2021, there was $13,200 in Trade and Other Payables due to New Holland Capital Pty Limited.

DEVELOP GLOBAL LIMITED

Notes to the Consolidated Financial Statements

NOTE 34 - PARENT INFORMATION

The following details information related to the Company, at 30 June 2022. The information presented here has been prepared using consistent accounting policies as presented in Note 1.

Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Issued capital Reserves Accumulated losses Total equity Loss for the year Total comprehensive loss for the year	2022	2021
	$	$
	42,650,452 17,164,605 106,510,646 24,928,611
	149,161,098 42,093,216 4,776,841 6,281,123 261,695 237,019
	5,038,536 6,518,142 202,081,283 132,008,693 128,215,812 80,108,643 (186,174,533) (176,542,262)
	144,122,562 35,575,074
	(9,632,271) (89,881,891)
	(9,632,271) (89,881,891)

Guarantees Entered into by the Company in Relation to Debts of its Subsidiaries

The Company entered into a Deed of Cross Guarantee in relation to the debts of its subsidiaries during the year ended 30 June 2010. No deficiencies of assets exist in any of these subsidiaries.

Commitments and Contingent Liabilities

The Company has commitments in the form of Operating Leases (refer to Note 13).

The Company also has a contingent liability as part of the acquisition of Venturex Pilbara Pty Ltd. Develop included as part of the purchase consideration a contingent liability. This is based upon an announcement of the Company’s intention to commence mining operations on any of the tenements held by Develop or its related bodies corporate, within 100 kilometres of Whim Creek. Develop will issue such number of shares equal to $3,000,000 divided by the 30-day volume weighted average trading price of the Company’s shares trading on the ASX over the period ending on the day immediately prior to any announcement of the intention to commence mining operations by the Company. This is subject to receipt of all necessary Shareholder approvals. If approval is not obtained, Develop will instead pay the amount of $3,500,000 cash. A deed of variation was entered into, and a royalty is payable of $30 per tonne of contained Copper Metal for any additional material added to the Heap Leach Dumps after 1 March 2016 (refer to Note 28). This contingent liability has been included in the Whim Creek Joint Venture. Anax have assumed all liability with the Aeris Contract, as per the JV agreement announcement on 21 July 2020.

72 2022 ANNUAL REPORT

Notes to the Consolidated Financial Statements

NOTE 35 - FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT

(a) Accounting classifications and fair values

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

	Carrying Amount	Carrying Amount	Fair Values	Fair Values	Fair Values	Fair Values
Note	Financial assets at amortised cost	Total	Level 1	Level 2	Level 3	Total
	$	$	$	$	$	$
8 9 16	- - - - - -
	- - - - - -
	43,206,524 43,206,524 - - - - 2,978,776 2,978,776 - - - - 10,537,434 10,537,434 - - - -
	56,722,734 56,722,734 - - - -

Note	Other Financial liabilities	Total	Level 1	Level 2	Level 3	Total
	$	$	$	$	$	$
17 19	- - - - - -
	- - - - - -
	7,953,804 7,953,804 - - - - 3,517,713 3,517,713 - - - -
	11,471,517 11,471,517 - - - -

	Carrying Amount	Carrying Amount	Fair Values	Fair Values	Fair Values	Fair Values
Note	Financial assets at amortised cost	Total	Level 1	Level 2	Level 3	Total
	$	$	$	$	$	$
8 9 16	- - - - - -
	- - - - - -
	16,831,391 16,831,391 - - - - 274,759 274,759 - - - - 11,857,233 11,857,233 - - - -
	28,963,383 28,963,383 - - - -

DEVELOP GLOBAL LIMITED

Notes to the Consolidated Financial Statements

NOTE 35 - FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT (CONTINUED)

Note	Other Financial liabilities	Total	Level 1	Level 2	Level 3	Total
	$	$	$	$	$	$
17 19	- - - - - -
	- - - - - -
	1,302,180 1,302,180 - - - - 103,779 103,779 - - - -
	1,405,959 1,405,959 - - - -

b) Measurement of fair values

Recurring fair value measurements

The Group does not have any financial instruments that are subject to recurring or non-recurring fair value measurements.

Fair values of financial instruments not measured at fair value

Due to their short-term nature, the carrying amounts of current receivables and current trade and other payables is assumed to equal their fair value.

c) Financial Risk Management

The Group has exposure to the following risks arising from financial instruments:

credit risk (refer to (c) (ii));
liquidity risks (refer to (c) (iii)); and
market risk (refer to (c) (iv)).

(c) (i) Risk management framework

The Company’s board of directors has overall responsibility for the establishment and oversight of the Group’s risk management framework.

The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities.

The Group’s audit committee oversees how management monitors compliance with the Group’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group.

74 2022 ANNUAL REPORT

Notes to the Consolidated Financial Statements

NOTE 35 - FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT (CONTINUED)

c) (ii) Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group’s receivables from customers.

The carrying amounts of financial assets and contract assets represent the maximum credit exposure.

The Group is exposed to credit risk via its cash and cash equivalents and trade and other receivables. To reduce risk exposure for the Group’s cash and cash equivalents, it places them with high credit quality financial institutions.

The Group has analysed it trade and other receivables below. Trade and other receivables disclosed below have been impaired by Nil (2021: $362,442).

The Group has adopted a lifetime expected loss allowance in estimating expected credit losses to trade receivables through the use of a provisions matrix using fixed rates of credit loss provisioning. These provisions are considered representative across all customers of the Group based on recent sales experience, historical collection rates and forward-looking information that is available.

2022 Trade and other receivables Other receivables 2021 Trade and other receivables Other receivables	Note	0-30 days	30-60 days	60-90 days	90+day	Total
	9 16 9 16	2,978,776 - - - 2,978,776 10,537,434 - - - 10,537,434
		13,516,210 - - - 13,516,210
		274,759 - - - 274,759 11,857,233 - - - 11,857,233
		12,131,992 - - - 12,131,992

(c) (iii) Liquidity Risk

The Group is exposed to liquidity risk via its trade and other payables, borrowings, and lease liabilities. Liquidity risk is the risk that the Group will encounter difficulty in raising funds to meet the commitments associated with its financial liabilities. Responsibility for liquidity risk rests with the Board who manage liquidity risk by monitoring undiscounted cash flow forecasts and actual cash flows provided to them by the Group’s Management at Board meetings to ensure that the Group continues to be able to meet its debts as and when they fall due. Contracts are not entered into unless the Board believes that there is sufficient cash flow to fund the additional activity. The Board considers when reviewing its undiscounted cash flows forecasts whether the Group needs to raise additional funding from the equity markets.

The Group has analysed its trade and other payables below based on their remaining contractual maturities.

2022 Trade and other payables 2021 Trade and other payables	Note	0-30 days	30-60 days	60-90 days	90+day	Total
	17 17
		7,953,804 - - - 7,953,804

		1,300,898 1,282 - - 1,302,180

DEVELOP GLOBAL LIMITED

Notes to the Consolidated Financial Statements

NOTE 35 - FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT (CONTINUED)

Lease Liabilities contracted for at the end of the reporting period are as follows:

not later than 12 months between 12 months and 5 years greater than 5 years	2022	2021
	$	$
	1,584,778 74,074 1,732,469 36,855 - -
	3,317,247 110,929

The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above.

(c) (iv) Market Risk

Market risk is the risk that changes in market prices (e.g. foreign exchange rates, interest rates and equity prices) will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Interest rate risk

Interest rate risk is the risk that a financial instruments value will fluctuate as a result of changes in market interest rates. The Group’s interest rate risk primarily arises from cash and cash equivalents and long-term deposits held. Risk is managed by regular monitoring of the fluctuations of the interest rates. The effective weighted average interest rate on classes of financial assets and financial liabilities is as follows:

Note	Floating Interest Rate	Non-Interest Bearing	Total
	$	$	$

8 0.77% 9 - 11 0.80% 17 19 8 0.20% 9 - 11 0.24% 17 19	43,206,524 - 43,206,524 - 2,978,776 2,978,776 3,641,348 - 3,641,348
	46,847,872 2,978,776 49,826,648
	- 7,953,804 7,953,804 - 3,517,713 3,517,713
	- 11,471,517 11,471,517
	16,831,391 - 16,831,391 - 274,759 274,759 38,800 - 38,800
	16,870,191 274,759 17,144,950
	- 1,302,180 1,302,180 - 103,779 103,779
	- 1,405,959 1,405,959

76 2022 ANNUAL REPORT

Notes to the Consolidated Financial Statements

NOTE 35 - FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT (CONTINUED)

Interest rate sensitivity analysis

The following table indicates the impact on how profit or loss income and equity values reported at reporting date would have been affected by 2% changes in the interest rates. This sensitivity assumes that the movement in a particular variable is independent of other variables:

ependent of other variables:
+/- 2% in interest rates - Year ended 30 June 2022 - Year ended 30 June 2021	Proft or Loss Income	Equity
	$	$

	+/-936,957 -

	+/-337,404 -

DEVELOP GLOBAL LIMITED

Directors’ Declaration

In the opinion of the directors of Develop Global Limited (the “ Company ”):

(a) the consolidated financial statements and notes that are set out on pages 30 to 77 and the Remuneration report set out on pages 20 to 27 in the Directors’ report, are in accordance with the Corporations Act 2001, including:
(i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements, and
(ii) giving a true and fair view of the Group’s financial position as at 30 June 2022 and of its performance for the financial year ended on that date, and
(b) there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable, and
(c) at the date of this declaration, there are reasonable grounds to believe that the members of the extended closed group dentified in note 30 will be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the deed of cross guarantee described in note 34.

Note 1 confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board.

The directors have been given the declarations by the chief executive officer and chief financial officer required by section 295A of the Corporations Act 2001.

This declaration is made in accordance with a resolution of the directors.

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BILL BEAMENT

Managing Director

Dated this 29th day of September 2022

78 2022 ANNUAL REPORT

Independent Audit Report

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DEVELOP GLOBAL LIMITED

Independent Audit Report

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2022 ANNUAL REPORT

Independent Audit Report

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DEVELOP GLOBAL LIMITED

Independent Audit Report

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2022 ANNUAL REPORT

Independent Audit Report

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DEVELOP GLOBAL LIMITED 83

Supplementary Information

The following Supplementary Information is provided as at 28 September 2022: EQUITY SECURITIES HOLDER INFORMATION

Ordinary Shares

161,401,471 quoted fully paid ordinary shares (DVP). All ordinary shares carry one vote per share.

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Distribution of Fully Paid
No of Holders No of Units % of Issued Capital
Ordinary Shares
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100,001 and Over	146	122,791,011	76.08
10,001 to 100,000	939	26,225,233	16.25
5,001 to 10,000	729	5,400,136	3.35
1,001 to 5,000	2,375	5,905,307	3.66
1 to 1,000	2,285	1,079,784	0.67
Total	6,474	161,401,471	100.00

471 Shareholders held less than a marketable parcel (<$500) of ordinary fully paid shares based on the current market price ($2.45 – 28-9-2022).

There is currently no on-market buy back.

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Twenty Largest Holders of Ordinary Fully Paid Shares No of Shares %
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Twenty Largest Holders of Ordinary Fully Paid Shares No of Shares %	Twenty Largest Holders of Ordinary Fully Paid Shares No of Shares %
1 MR WILLIAM JAMES BEAMENT	23,594,635 14.62
2 BELL POTTER NOMINEES LTD 3 CITICORP NOMINEES PTY LIMITED 4 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 5 TREASURY SERVICES GROUP PTY LTD & ATF NERO RESOURCE FUND 6 WYLLIE GROUP PTY LTD 7 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2 8 PRECISION OPPORTUNITIES FUND LTD 9 HENGHOU INDUSTRIES (HONG KONG) LIMITED 10 BNP PARIBAS NOMINEES PTY LTD HUB24 CUSTODIAL SERV LTD 11 ABN AMRO CLEARING SYDNEY NOMINEES PTY LTD 12 GREENRIDGE HOLDINGS PTY LTD 13 MR GEOFFREY MUIR & MRS JACQUI MUIR 14 FINCLEAR SERVICES NOMINEES PTY LIMITED 15 BNP PARIBAS NOMS PTY LTD 16 MINERAL RESOURCES LTD 17 J P MORGAN NOMINEES AUSTRALIA PTY LIMITED 18 DUSTY ROAD INVESTMENTS PTY LTD 19 AVR TEAM PTY LTD 20 MAINPLAY PTY LTD Total	22,452,518 13.91 10,203,555 6.32 10,127,511 6.27 4,320,230 2.68 3,638,418 2.25 3,396,170 2.10 3,000,000 1.86 2,405,932 1.49 2,117,011 1.31 1,695,841 1.05 1,433,508 0.89 1,016,950 0.63 907,644 0.56 850,009 0.53 813,560 0.50 767,981 0.48 741,747 0.46 674,572 0.42 618,461 0.38
	94,776,253 58.72

84 2022 ANNUAL REPORT

Supplementary Information

Substantial Shareholders

The names of substantial Shareholders who have notified the Company in accordance with Section 671B of the Corporations Act are:

Benefcial Owner	No of Shares1	%1	Date
Mr William Beament 23,614,843 15.52 28/02/2022 Mineral Resources2 102,097,851 15.00 4/08/2021 BlackRock Group 8,311,810 5.14 26/09/2022

Note 1: Figures as reported on the last Substantial Shareholder notice received by the Company.

Note 2: 1 On 26 November 2021, a 5 for 1 share consolidation was completed. Number of shares have not been stated.

Security Holders

The names of the security holders with more than 20% of an unlisted class of security as at the date of this report are listed below:

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Holder DVPAAA DVPAAB DVPAZ DVPAY DVPAAC DVPAAH
75 cents 75 cents 67.5 cents 75 cents $5.00 $4.25
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William Beament Michael McMullen Michael Blakiston Ms Shirley Int Veld Michelle Woolhouse Total number of holders Total holdings over 20% Other holders Total	14,000,000 14,000,000 11,080,035 - - - - - - 2,000,000 - - - - - 1,400,000 - - - - - - 200,000 - - - - - - 100,000 1 1 18 2 1 1
	14,000,000 14,000,000 11,080,035 3,400,000 200,000 100,000
	- - 3,328,265 - - -
	14,000,000 14,000,000 14,408,300 3,400,000 200,000 100,000

CORPORATE GOVERNANCE

In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of Develop Global Limited support and have adhered to the principles of sound corporate governance. The Board recognises the recommendations of the ASX Corporate Governance Council and considers that the Company is compliant with many of those guidelines which are of importance to the commercial operations of the Company.

Details of Develop’s current corporate governance practices is set out in the Company’s corporate governance statement - which can be viewed on the Company website at https://develop.com.au/corporate governance/

SHAREHOLDER ENQUIRIES

All Shareholder queries (including Holding Details, Change of Address, Change of Name and Consolidation of Shareholder should be directed to the Share Registry:

Link Market Services Limited Level 12 Tel: (61) 1300 554 474 250 St Georges Terrace Fax: (61 2) 9287 0303 Perth WA 6000

DEVELOP GLOBAL LIMITED 85

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REGISTERED OFFICE

234 Railway Parade West Leederville WA 6007 Australia

POSTAL ADDRESS

PO Box 1184 West Leederville WA 6901 Australia

T: +61 8 6389 7400 F: +61 8 9463 7836 E: [email protected] ABN: 28 122 180 205

AI assistant

DEVELOP GLOBAL LIMITED — Annual Report 2022

64801_rns_2022-10-23_0141fe8e-6caa-427d-9693-03b24e1c34e0.pdf

Table of Contents

Corporate Directory

DIRECTORS

INTERIM COMPANY SECRETARY

INTERIM CHIEF FINANCIAL OFFICER

REGISTERED OFFICE/

PRINCIPAL PLACE OF BUSINESS

ABN

WEBSITE

QUOTED SECURITIES

AUDITORS

SHARE REGISTRY

Dear Shareholder,

MICHAEL BLAKISTON

~~Chair~~

POWER.PEOPLE.CHANGE

Develop

Develop (ASX: DVP) has a twin-pronged strategy for creating value. The first of these centres on the exploration and production of future-facing metals.

ENTREPENURIAL LEADERSHIP

A QUALITY PROJECT FOR THE ENERGY REVOLUTION Woodlawn Zinc-Copper Project

~~The Group completed the A$30m upfront acquisition of~~ the Woodlawn zinc-copper mine in NSW on 19 May 2022.

A WORLD CLASS BASE METALS PROVINCE Sulphur Springs Zinc-Copper Project

BEST IN CLASS UNDERGROUND MINING SPECIALISTS Develop Underground Services Division

INNOVATIVE AND SUSTAINABLE COPPER IN THE PILBARA Whim Creek Joint Venture (20% free carried)

HIGHLY PROSPECTIVE COPPER EXPLORATION [E47/1209] Evelyn Project

The Company completed a FLEM geophysical survey at the Evelyn Prospect, located approximately 25km southeast of the Whim Creek Mine.

Mineral Resources Table Woodlawn

Table 1: Mineral Resources Table Woodlawn

Mineral Resources Table Sulphur Springs

Table 2: Mineral Resources Table Sulphur Springs

Ore Reserves Table Sulphur Springs

Table 3: Ore Reserves Statement

Competent Person Statement

Table 4: Tenement Interest

Directors - Current

Directors - Former

Information on Current Directors

Michael Blakiston

Appointed to the Board

Experience

Internal Committees

Bill Beament

BEng-Mining (Hons)

Experience

Internal Committees

Member of the Nomination &

Managing Director

Appointed to the Board

Mick McMullen

Independent Non-Executive Director

Appointed to the Board

Experience

Internal Committees

Experience

Internal Committees

Shirley In’t Veld

Independent Non-Executive Director

Appointed to the Board

Experience

Michelle Woolhouse

Independent Non-Executive Director

Appointed to the Board

Internal Committees

Interim Company Secretary

Interim CFO

Company Secretary/CFO

Trevor Hart

Directors’ Meetings

Principal Activities

Strategy

Significant Changes in the State of Affairs

Key Management Personnel

Name of the entity

Underground Services Division

Woodlawn Zinc-Copper Project

Capital structure

Operating and Financial Review

DEVELOP GLOBAL LIMITED Annual Report 2022

Chair

The Group completed the A$30m upfront acquisition of the Woodlawn zinc-copper mine in NSW on 19 May 2022.