DEVELOP GLOBAL LIMITED — Capital/Financing Update 2023

Oct 24, 2023

Proposed issue of securities

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Announcement Summary

Entity name

DEVELOP GLOBAL LIMITED

Announcement Type

New announcement

Date of this announcement

25/10/2023

The Proposed issue is:

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A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
DVP	ORDINARY FULLY PAID	43,779,411

Proposed +issue date 6/11/2023

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

DEVELOP GLOBAL LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ACN

Registration Number 122180205

1.3 ASX issuer code

DVP

1.4 The announcement is

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New announcement

1.5 Date of this announcement

25/10/2023

1.6 The Proposed issue is:

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A placement or other type of issue

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes

7A.1a Conditions

Approval/Condition	Date for determination	Is the date estimated or	** Approval
Court approval	24/10/2023	actual?	received/condition met?
		Actual	Yes

Comments

The new Develop shares the subject of this Appendix 3B will be issued pursuant to a scheme of arrangement under Part 5.1 of the Corporations Act 2001 (Cth) between Essential Metals Limited (Essential) and its shareholders (Scheme). No Develop shareholder approval is required, but the approval of the Essential shareholders and the Court is required for the Scheme. The approval of the Essential shareholders was obtained on 18 October 2023 and court approval was obtained on 24 October 2023.

Approval/Condition	Date for determination	Is the date estimated or	** Approval
Lodgement of court order	26/10/2023	actual?	received/condition met?
with +ASIC		Actual	No

Comments

Related to the Scheme described above.

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class

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Details of +securities proposed to be issued

ASX +security code and description

DVP : ORDINARY FULLY PAID

Number of +securities proposed to be issued

43,779,411

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

The new Develop shares the subject of this Appendix 3B are being issued pursuant to Scheme, under which all of the fully paid ordinary shares in Essential will be transferred to Develop in consideration for the issue of 1 new Develop share for every 6.18 scheme shares held by Essential shareholders.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 130,024,851.000000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 7C - Timetable

7C.1 Proposed +issue date

6/11/2023

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

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No

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

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7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? No 7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue Legal, advisory and other fees and transaction costs detailed in the Scheme Booklet.

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

As consideration for the transfer of shares in Essential to Develop Global Limited under the Scheme. Under the Scheme, 1 new Develop share will be issued for every 6.18 scheme shares held by Essential shareholders.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

Please refer to the Scheme Booklet lodged by Essential with ASX on 15 September 2023. Any fractional entitlement of an Essential shareholder (other than an Ineligible Foreign Holder and Non-electing Small Shareholder, as those terms are defined in the SID) to a part of a new Develop share will be rounded up or down to the nearest whole number of new Develop shares.

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: An applicable ASIC instrument or class order

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