DEVELOP GLOBAL LIMITED — Capital/Financing Update 2022

Feb 23, 2022

24 February 2022

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Opportunity for eligible shareholders to subscribe for shares at $3.30 Entitlement offer of one new share for every 18.6 shares held is open until March 7, 2022

Dear Fellow Shareholder

• I am delighted to write to you regarding the opportunity for eligible shareholders to acquire new shares in our Company as part of the recently-announced equity raising.

This equity raising includes an Entitlement Offer which enables eligible shareholders to acquire new shares in Develop Global Limited (Develop) at the rate of one for every 18.6 shares they hold. The offer price is A$3.30 per new share.

The equity raising has been highly successful. At the time of writing, Develop had received firm commitments totalling $37 million as part of the share placement and institutional entitlement offer.

• The proceeds of the equity raising will be used to fund the acquisition of the Woodlawn base metals project in NSW and the exploration activity we have planned to grow the Resource and Reserve.

• The Woodlawn acquisition meets all our strategic goals and investment criteria. We are confident that we will unlock significant value for shareholders as we progress this asset.

The details of the equity raising are outlined below. If you have any questions, please call the retail entitlement offer information line on 1300 420 709 (within Australia) or +61 1300 420 709 (outside Australia) at any time between 8.30 am and 5.00 pm (Sydney time) Monday to Friday (excluding public holidays).

DETAILS OF EQUITY RAISING

On Thursday 17 February 2022, Develop (ASX:DVP) announced a fully underwritten:

• pro-rata accelerated non-renounceable entitlement offer to eligible shareholders to subscribe for 1 new fully paid ordinary share in Develop (New Share) for every 18.6 existing fully paid ordinary shares (Shares) in Develop held as at 7.00 pm (Sydney time) on Monday, 21 February 2022 (Record Time), to raise approximately A$25 million at an issue price of A$3.30 per New Share (Entitlement Offer); and

• placement of approximately 7.6 million New Shares to eligible institutional investors to raise approximately A$25 million, at an offer price of A$3.30 (Placement).

Together, the Entitlement Offer and Placement are referred to in this letter as the Equity Raising.

On Monday, 21 February 2022, Develop announced that the Placement and institutional component of the Equity Raising had completed, raising a total of approximately A$37.2 million. The retail component of the Equity Raising (Retail Entitlement Offer) opens today, Thursday 24 February 2022.

Further details regarding the Equity Raising, as well as the use of proceeds raised, is set out in the investor presentation that Develop announced to ASX on Thursday, 17 February 2022, which can be accessed online at https://develop.com.au/investor-centre/#asx-announcements (Investor Presentation).

In addition to the Placement and the Entitlement Offer, Develop intends to issue up to A$1 million worth of New Shares to Develop directors (Director Placement). The Director Placement is not underwritten and will

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be undertaken at the same issue price as the Equity Raising. The Director Placement is subject to shareholder approval.

RETAIL ENTITLEMENT OFFER NOW OPEN

Develop is writing to you it as it believes you may be eligible to participate in the Retail Entitlement Offer. The eligibility criteria to participate in the Retail Entitlement Offer are set out below.

Under the Retail Entitlement Offer, Develop is offering eligible retail shareholders the opportunity to subscribe for 1 New Share at an issue price of $3.30 per share (Offer Price) for every 18.6 existing Develop shares held as at 7.00 pm (Sydney time) on Monday, 21 February 2022 (being the Record Time). Each New Share issued under the Equity Raising will rank equally with existing fully paid ordinary shares in Develop then on issue.

The Offer Price represents a:

• 4.1% premium to the last traded price of Develop shares on ASX of A$3.17 on Wednesday, 16 February 2022; and

• 5.2% premium to the 5-day volume average weighted price (VWAP) for the period ending on Wednesday, 16 February 2022.

The Retail Entitlement Offer is non-renounceable and your entitlement is not tradeable or otherwise transferable. Eligible retail shareholders who do not take up their entitlements under the Retail Entitlement Offer, in full or in part, will not receive any value with respect to those entitlements not taken up.

The Retail Entitlement Offer will be open from today, Thursday 24 February 2022 to eligible retail shareholders in Australia and New Zealand (as at the Record Time) and is expected to close at 5.00 pm (Sydney time) on Monday 7 March 2022 (unless otherwise extended). Your application for New Shares under the Retail Entitlement Offer must be received by this time to be valid.

Retail Offer Booklet

An information booklet containing further information in relation to the Retail Entitlement Offer (including how to apply for New Shares comprising your entitlement) will be made available to eligible retail shareholders from today, Thursday 24 February 2022 (Retail Offer Booklet). The Retail Offer Booklet can be accessed through either of the following means:

• (online): the Retail Offer Booklet and your personalised entitlement and acceptance form (including online payment details) can be accessed via the Develop offer website at https://events.miraqle.com/dvp-offer

• (paper): a copy of the Retail Offer Booklet and your personalised entitlement and acceptance form can be sent via post upon request by calling 1300 420 709 (within Australia) or +61 1300 420 709 (outside Australia) at any time between 8.30 am and 5.00 pm (Sydney time) Monday to Friday (excluding public holidays).

Please note there may be some delays in delivery of the Retail Offer Booklet via post. Develop encourages you to access the Retail Offer Booklet and submit your application online by following the instructions on the offer website (https://events.miraqle.com/dvp-offer).

Eligibility

You will be an eligible retail shareholder (and therefore eligible to participate in the retail entitlement offer) if you:

• were registered as a holder of a Share at the Record Time (being 7.00 pm (Sydney time) on Monday, 21 February 2022);

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• as at the Record Time, had a registered address in Australia or New Zealand as recorded on Develop's share register;

• are not in the United States and are not acting for the account or benefit of a person in the United States (to the extent you are holding Shares for the account or benefit of such person in the United States);

• are not an Eligible Institutional Shareholder or Ineligible Institutional Shareholder (as those terms are defined in the Retail Offer Booklet); and

• are eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer.

Develop may (in its absolute sole discretion) extend the Retail Entitlement Offer to any institutional shareholder who was eligible to participate in the Institutional Entitlement Offer but was not invited to participate in the Institutional Entitlement Offer and was not treated as an as Ineligible Institutional Shareholder under the Institutional Entitlement Offer, subject to compliance with applicable laws.

Proposed timetable

The key indicative dates for the Retail Entitlement Offer are set out below.

*M00000	Announcement of the Equity Raising	Thursday, 17 February 20227.00 pm (Sydney time) onMonday, 21 February 2022Thursday, 24 February 20225.00 pm (Sydney time), Monday,7 March 2022Friday, 11 March 2022Monday, 14 March 2022Tuesday, 15 March 2022Wednesday, 16 March 2022
	Record Time (for determining eligibility for the RetailEntitlement Offer)	7.00 pm (Sydney time) onMonday, 21 February 2022
	Retail Entitlement Offer opensRetail Offer Booklet becomes available online or in paperby request	Thursday, 24 February 2022
	Retail Entitlement Offer closes	5.00 pm (Sydney time), Monday,7 March 2022
	Settlement of Retail Entitlement Offer	Friday, 11 March 2022
	Allotment and issue of New Shares under the RetailEntitlement Offer	Monday, 14 March 2022
	Normal trading of New Shares issued under the RetailEntitlement Offer	Tuesday, 15 March 2022
	Holding statements despatched	Wednesday, 16 March 2022

The above timetable is indicative only and subject to change without notice. The commencement of quotation of New Shares is subject to confirmation from ASX. Subject to the requirements of the Corporations Act, the ASX Listing Rules and any other applicable laws, Develop, with the consent of the Lead Manager (if required), reserves the right to amend this timetable at any time, including extending the Retail Entitlement Offer closing date or accepting late applications, either generally or in particular cases, without notice. An extension to the closing date of the Retail Entitlement Offer will have a consequential effect on the issue of New Shares under the Retail Entitlement Offer.

Underwriting

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The Equity Raising (including the Retail Entitlement Offer) is lead managed and fully underwritten by Canaccord Genuity (Australia) Limited. A summary of the key terms of the underwriting agreement is set out in the Investor Presentation.

For further information

Eligible retail shareholders are encouraged to carefully read the Retail Offer Booklet. For further information please call the retail entitlement offer information line on 1300 420 709 (within Australia) or +61 1300 420 709 (outside Australia) at any time between 8.30 am and 5.00 pm (Sydney time) Monday to Friday (excluding public holidays).

On behalf of the Board of Directors, I thank you for your continued support as a shareholder of Develop.

Yours faithfully

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Bill Beament Managing Director Develop Global Limited

Disclaimer

This letter is to inform you about the Retail Entitlement Offer. This letter is not a prospectus or offering document under any Australian law or under any other law. It is for information purposes only and does not constitute an offer, invitation, solicitation, advice or recommendation to apply for, retain or purchase any entitlements or securities in Develop in any jurisdiction. You are not required to do anything in response to this letter.

The provision of this letter is not, and should not be considered as, financial product advice. The information in this letter is general information only, and does not take into account your individual objectives, taxation position, financial situation or needs. If you are unsure of your position, please contact your accountant, tax advisor, stockbroker or other professional advisor.

This letter may not be distributed or released in the United States. This letter does not constitute an offer to sell, or the solicitation of an offer to buy securities in the United States or in any other jurisdiction in which such an offer would be illegal. Any securities described in this letter have not been, and will not be, registered under the US Securities Act of 1933, as amended (US Securities Act) and may not be offered or sold, directly or indirectly, in the United States except in transactions exempt from, or not subject to, the registration of the US Securities Act and applicable securities laws of any state or other jurisdiction of the United States.

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