DEVELOP GLOBAL LIMITED — Capital/Financing Update 2022

Feb 20, 2022

ASX Announcement

21 February 2022

Not for release to US wire services or distribution in the United States

DEVELOP receives firm commitments for $37m in raising to fund acquisition of Woodlawn base metals project in NSW

Preparations for exploration program already underway as part of strategy to grow the Resource and Reserve

HIGHLIGHTS

• Develop receives firm commitments for $37.2 million in Placement and Institutional Entitlement Offer as part of broader $50 million Equity Raising.

• Raising completed at a 5% premium to the five-day VWAP for the period ending on 16 February 2022, reflecting the market’s recognition of the outstanding value of the Woodlawn acquisition

• Retail Entitlement Offer will open on Thursday, 24 February 2022

Develop (ASX:DVP) is pleased to announce the completion of the institutional component of its 1 for 18.6 pro rata accelerated non-renounceable entitlement offer and institutional placement at A$3.30 per share.

Develop Managing Director Bill Beament said: "The strong demand for the raising and the premium price at which it was completed reflects the quality of the Woodlawn project, the attractive purchase price and the significant growth potential.

“We now look forward to unlocking the significant value in the asset through our extensive planned underground exploration program aimed at substantially growing the inventory".

The Placement and Institutional Entitlement Offer are fully underwritten by Canaccord Genuity (Australia) Limited.

The Placement comprised the issue of approximately 7.6 million New Shares, raising gross proceeds of approximately $25.0 million, and the Institutional Entitlement Offer comprised the issue of approximately 3.7 million New Shares, raising gross proceeds of approximately $12.2 million.

Completion of the Placement and the Institutional Entitlement Offer represents completion of the first stage of Develop's A$50 million equity raising, announced on 17 February 2022 (“ Equity Raising ”). The Placement and the Institutional Entitlement Offer have, together, raised gross proceeds of approximately $37.2 million

New Shares to be issued under the Placement and Institutional Entitlement Offer will rank equally with existing Develop shares in all respects from the date of their issue. Settlement of the New Shares is

expected to occur on Friday, 25 February 2022 and these New Shares are expected to be issued and commence trading on the ASX on a normal settlement basis on Monday, 28 February 2022.

In addition to the Placement and the Entitlement Offer, Develop intends to issue up to A$1 million of New Shares to Develop directors (“ Director Placement ”).

The Director Placement is not underwritten and will be undertaken at the same issue price as the Equity Raising. The Director Placement is subject to shareholder approval.

Develop expects that the trading halt in its shares will be lifted on Monday, 21 February 2021 and that its shares will recommence trading on an ex-entitlement basis from that time.

Canaccord Genuity (Australia) Limited is acting as lead manager and underwriter to the Equity Raising, and Ashurst are acting as Australian legal adviser to Develop in respect of the Equity Raising.

Retail Entitlement Offer

The fully underwritten retail component of the entitlement offer (“ Retail Entitlement Offer ”) will open on Thursday, 24 February 2022 and is expected to close at 5.00pm (Sydney time) on Monday, 7 March 2022.

Eligible retail shareholders will be able to subscribe for 1 New Share for every 18.6 Develop shares held as at 7.00pm (Sydney time) on Monday, 21 February 2021. The Retail Entitlement Offer price is also A$3.30 per New Share.

Further information will be sent to eligible retail shareholders in a booklet expected to be released to ASX and despatched on Thursday, 24 February 2022 (“ Retail Entitlement Offer Booklet ”). The Retail Entitlement Offer Information Booklet and accompanying personalised entitlement and acceptance forms will contain instructions on how to apply to participate in the Retail Entitlement Offer. Eligible retail shareholders are encouraged to carefully read the Retail Entitlement Offer Information Booklet for further details relating to the Retail Entitlement Offer.

Indicative Timetable

An indicative timeline with respect to the Equity Raising is detailed below

Event	Time / Date
Trading halt lifted and existing Develop shares resume trading on ex-entitlement basis	Monday, 21 February 2022
Record date to identify security holders entitled to participate in the	7.00pm (Sydney time) Monday,
Entitlement Offer	21 February2022
Retail Entitlement Offer opens. Despatch of Retail Entitlement OfferBooklet andpersonalised entitlement forms	Thursday, 24 February 2022
Settlement of Placement and Institutional Entitlement Offer	Friday, 25 February 2022
Allotment and issue of New Shares under Placement and Institutional
Entitlement Offer, normal trading of New Shares issued under the	Monday, 28 February 2022
Placement and Institutional Entitlement Offer
Retail Entitlement Offer closes	5.00 pm (Sydney time) Monday,7 March 2022
Settlement of Retail Entitlement Offer	Friday, 11 March 2022
Issue of New Shares under Retail Entitlement Offer	Monday, 14 March 2022
New Shares (issued under the Retail Entitlement Offer) commencetrading on ASX	Tuesday, 15 March 2022

Event Time / Date Despatch of holding statements in respect of New Shares issued Wednesday, 16 March 2022 under the Retail Entitlement Offer

• 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 Underwriter (if required), reserves the right to amend this timetable at any time, including extending the Retail Entitlement Offer period or accepting late applications, either generally or in particular cases, without notice.

Shareholder Enquiries

If you have any questions in relation to the Retail Entitlement Offer, please call the 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) on Monday to Friday (excluding public holidays) during the Retail Entitlement Offer period. Further information in relation to the Retail Entitlement Offer, and the Equity Raising generally, can be found in the Investor Presentation lodged with ASX on 17 February 2022.

This announcement is authorised for release by Bill Beament, Managing Director.

All dollar amounts are in Australian dollars unless otherwise indicated.

About Develop

Develop (ASX: DVP) is an exploration and development company with two advanced copper-zinc projects near Port Hedland in the Pilbara region of Western Australia. The two projects are the Sulphur Springs Project which includes the Sulphur Springs and Kangaroos Caves deposits, plus 27km of prospective tenements on the Panorama trend; and the JV on the Whim Creek Project, which includes the Resources at the Whim Creek, Mons Cupri and Salt Creek mines together with the Evelyn project and 18,100 ha of prospective tenements over the Whim Creek basin. The Company’s focus is to finance its flagship Sulphur Springs Project, paving the way for its transformation into a new mid-tier ASX-listed base metal producer in the medium term. This will position it to be a long-term supplier of copper and zinc to global markets at a time when significant shortfalls are expected for both metals, especially copper.

INVESTORS MEDIA Bill Beament Paul Armstrong Develop Read Corporate P: +61 8 6389 7400 P: +61 8 9388 1474 E: hello@develop.com.au E: info@readcorporate.com.au

Not an offer in the United States

This announcement has been prepared for publication in Australia and may not be released to US wire services or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.