DEVELOP GLOBAL LIMITED

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ACN 122 180 205

Retail Entitlement Offer Booklet

A 1 for 29 pro-rata accelerated non-renounceable entitlement offer of Develop Global Limited (ACN 122 180 205) ( Develop ) fully paid ordinary shares ( New Shares ) at an offer price of $3.20 per New Share to raise approximately $20 million (before costs) ( Entitlement Offer ).

The retail component of the Entitlement Offer (to which this Retail Offer Booklet relates) closes at 5:00pm (AEST time) on 26 July 2023 (unless otherwise extended or withdrawn).

The Entitlement Offer is fully underwritten by Canaccord Genuity (Australia) Limited (ABN 19 075 071 466) ( Underwriter ).

This Retail Offer Booklet requires your immediate attention. It is an important document which is accompanied by a personalised Entitlement and Acceptance Form and both should be read in their entirety. This Retail Offer Booklet is not a prospectus under the Corporations Act 2001 (Cth) ( Corporations Act ) and has not been lodged with the Australian Securities & Investments Commission ( ASIC ). Please consult your stockbroker, accountant or other professional adviser if you have any questions.

This Retail Offer Booklet may not be released to US wire services or distributed or released in the United States

Important Notices

This Retail Offer Booklet is dated 10 July 2023. The Retail Entitlement Offer is made pursuant to section 708AA of the Corporations Act (as notionally modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84 and ASIC Corporations (Disregarding Technical Relief) Instrument 2016/73), which allows entitlement offers to be made without a prospectus or other disclosure document.

As a result, the Retail Entitlement Offer is not being made under a prospectus and it is important for Eligible Retail Shareholders to read carefully and understand this Retail Offer Booklet and the information about the Company and the Retail Entitlement Offer made publicly available, prior to deciding whether to take up all or part of their Retail Entitlement or do nothing in respect of their Entitlement. This Retail Offer Booklet does not contain all of the information which an investor may require to make an informed investment decision, nor does it contain all the information which would be required to be disclosed in a prospectus or other disclosure document prepared in accordance with the requirements of the Corporations Act. The information in this Retail Offer Booklet does not constitute financial product advice and does not take into account your investment objectives, financial situation or particular needs.

This Retail Offer Booklet remains subject to change without notice, and the Company is not responsible for updating this Retail Offer Booklet. The Company may in its absolute discretion, but without being under any obligation to do so, update or supplement this Retail Offer Booklet. Any further information will be provided subject to the terms and conditions contained in these important notices. The Company reserves the right to withdraw the Retail Entitlement Offer or vary the timetable for the Retail Entitlement Offer without notice.

Defined terms used in these important notices have the meaning given in this Retail Offer Booklet.

Future performance and forward-looking statements

This Retail Offer Booklet contains certain “forward looking statements” and comments about future matters. Forward looking statements can generally be identified by the use of forward looking words such as “expect”, “anticipate”, “likely”, “intend”, “propose”, “should”, “could”, “may”, “predict”, “plan”, “will”, “believe”, “forecast”, “estimate”, “target”, “outlook”, “guidance”, and other similar expressions within the meaning of securities laws of applicable jurisdictions and include, but are not limited to, the outcome and effects of the Entitlement Offer and the use of proceeds. Indications of, and guidance or outlook on, future earnings or financial position or performance are also forward-looking statements. You are cautioned not to place undue reliance on forward-looking statements. Any such statements, opinions and estimates in this Retail Offer Booklet speak only as of the date hereof and are based on assumptions and contingencies subject to change without notice, as are statements about market and industry trends, projections, guidance and estimates. Forward-looking statements are provided as a general guide only. The forward looking statements contained in this Retail Offer Booklet are not indications, guarantees or predictions of future performance and involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of Develop Global Limited (ACN 122 180 205), and may involve significant elements of subjective judgement and assumptions as to future

events which may or may not be correct. Refer to the “Key Risks” section of the Investor Presentation included in section 4 of this Retail Offer Booklet for a non-exhaustive summary of certain general and Develop specific risk factors that may affect Develop. There can be no assurance that actual outcomes will not differ materially from these forward-looking statements. A number of important factors could cause actual results or performance to differ materially from the forwardlooking statements, including the risk factors included in the Investor Presentation included in section 4 of this Retail Offer Booklet. Investors should consider the forward-looking statements contained in this Retail Offer Booklet in light of those risks and disclosures.

The forward-looking statements are based on information available to Develop as at the date of this Retail Offer Booklet. Except as required by law or regulation (including the ASX Listing Rules), Develop undertakes no obligation to supplement, revise or update or otherwise forward-looking statements, regardless of whether new information, future events or results or other factors affect the information contained in this Retail Offer Booklet.

Past performance

Investors should note that past performance, including past share price performance, cannot be relied upon as an indicator of (and provides no guidance as to) future Develop performance including future share price performance.

Jurisdictions

This Retail Offer Booklet does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to permit a public offering of the New Shares in any jurisdiction outside of Australia. This Retail Offer Booklet and accompanying Entitlement and Acceptance Form may not be distributed outside Australia except as may be permitted under section 5.16 of this Retail Offer Booklet.

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

This Retail Offer Booklet and any accompanying documents do not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. Neither this Retail Offer Booklet, the Entitlement and Acceptance Form nor any accompanying ASX Announcements, may be distributed to any person in the United States. The New Shares have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States. Accordingly, the Entitlements may not be taken up by, and the New Shares are not being offered or sold, directly or indirectly to, persons in the United States or to persons acting for the account or benefit of a person in the United States (to the extent such persons are acting for the account or benefit of persons in the United States).

Disclaimer

The Underwriter is acting as the lead manager, bookrunner and underwriter of the Placement and Entitlement Offer. The Underwriter is acting for and providing services to Develop in relation to the Placement and Entitlement Offer and will not be acting for or providing services to Develop’s Shareholders or creditors. The Underwriter has been engaged solely as an independent contractor and is acting solely in a contractual relationship on an arm’s length basis with Develop. The engagement of the Underwriter by Develop is not intended to create any agency or other

relationship between the Underwriter and Develop’s Shareholders or creditors.

None of the Underwriter, its affiliates, related bodies corporate (as that term is defined in the Corporations Act), or shareholders, nor any of its directors, employees, officers, contractors, representatives, agents, affiliates, partners, consultants and advisers (together the Underwriter Parties ) have authorised, permitted or caused the issue, lodgement, submission, despatch or provision of this Retail Offer Booklet (or any other materials released by Develop) and, except to the extent referred to in this Retail Offer Booklet, none of them makes or purports to make any statement in this Retail Offer Booklet and there is no statement in this Retail Offer Booklet which is based on any statement by any of them.

The Underwriter Parties make no recommendation as to whether you or your related parties should participate in the Retail Entitlement Offer, nor do they make any representations or warranties, express or implied, to you concerning the Entitlement Offer or any such information, and by returning an Entitlement and Acceptance Form or otherwise paying for your New Shares in accordance with the instructions on the Entitlement and Acceptance Form, you represent, warrant and agree that you have not relied on any statements made by the Underwriter Parties in relation to the Placement and Entitlement Offer generally.

To the maximum extent permitted by law, the Underwriter Parties expressly disclaim all liabilities (including, without limitation, any liability arising from fault or negligence on the part of any person) and any direct, indirect, consequential or contingent loss or damage whatsoever arising from, make no representations regarding, and take no responsibility for, any part of this Retail Offer Booklet and make no representation or warranty as to the currency, accuracy, reliability or completeness of this Retail Offer Booklet.

Determination of eligibility of investors in the Entitlement Offer is determined by reference to a number of matters, including at the discretion of Develop and the Underwriter. To the maximum extent permitted by law, Develop and the Underwriter Parties expressly disclaim any duty or liability (including for negligence) in respect of the exercise of that discretion or otherwise.

The Underwriter is a full service financial institution engaged in various activities, which may include trading, financial advisory, investment management, investment research, principal investment, hedging, market making, market lending, brokerage and other financial and nonfinancial activities and services including for which they have received or may receive customary fees and expenses. The Underwriter may have interests in the securities of Develop, including providing investment

banking services to Develop. Further, they may act as market maker or buy or sell those securities or associated derivatives as principal or agent. The Underwriter is acting as lead manager and underwriter to the Placement and Entitlement Offer for which it has received or expects to receive fees and expenses.

The Underwriter is also acting as financial adviser to Develop in relation to the Proposed Scheme. The Underwriter, its affiliates and/or its related bodies corporate are or may in the future be lenders to Develop or its affiliates and/or its related bodies corporate. The Underwriter, its affiliates and related bodies corporates may earn fees, make profits and manage, avoid and/ or incur losses, and be indemnified for liabilities and/or reimbursed for expenses in connection with these transactions.

References to “you” and “your Entitlement”

In this Retail Offer Booklet, references to “you” are references to Eligible Retail Shareholders and references to “your Entitlement” (or “your Entitlement and Acceptance Form”) are references to the Entitlement (or Entitlement and Acceptance Form) of Eligible Retail Shareholders (as defined in section 5.2).

Times and dates

Times and dates in this Retail Offer Booklet are indicative only and subject to change. All times and dates refer to Sydney time. Refer to the “Key Dates” section of this Retail Offer Booklet for more details.

Currency

Unless otherwise stated, all dollar values in this Retail Offer Booklet are in Australian dollars (A$).

Trading New Shares

Develop will have no responsibility and disclaims all liability (to the maximum extent permitted by law) to persons who trade New Shares they believe will be issued to them before they receive their holding statements, whether on the basis of confirmation of the allocation provided by Develop or the Share Registry or otherwise, or who otherwise trade or purport to trade New Shares in error or which they do not hold or are not entitled to.

If you are in any doubt, as to these matters you should first consult with your stockbroker, accountant or other professional adviser.

Refer to section 5 for more detail.


Table of Contents	Page
Key dates for the Retail Entitlement Offer	5
Letter from the Chairman	6-8
1 Summary of Options Available to You	9
2 Offer Details & How to Apply	9-14
3 Australian Taxation Considerations	15-16
4 ASX Announcements	17-186
5 Important Information	187-196

Key dates for the Retail Entitlement Offer

Event	Date
Announcement of the Offer	3 July 2023
Record Date for eligibility in the Retail Entitlement Offer (5:00pm, AEST)	5 July 2023
Retail Offer Booklet despatched, Retail Entitlement Offer opens	10 July 2023
Retail Entitlement Offer closes (5:00pm, AEST)	26 July 2023
Notification to ASX of results of the Retail Entitlement Offer	28 July 2023
Issue of New Shares under the Retail Entitlement Offer	2 August 2023
Expected date for trading of New Shares issued under the Retail Entitlement Offer	3 August 2023

The timetable above is indicative only and may be subject to change. Develop reserves the right to amend any or all of these dates and times subject to the Corporations Act, the ASX Listing Rules and other applicable laws. In particular:

the New Shares issued under the Retail Entitlement Offer are expected to be allotted on 2 August 2023 and commence trading on ASX on a normal settlement basis on 3 August 2023; and
the Company’s decision on the number of New Shares to be issued to you will be final.

Develop reserves the right to extend the closing date of the Entitlement Offer, to accept late Applications under the Entitlement Offer (either generally or in particular cases) and to withdraw the Entitlement Offer without prior notice. Any extension of the closing date will have a consequential effect on the issue date of New Shares.

The commencement of quotation of New Shares is subject to confirmation from ASX.

Cooling off rights do not apply to an investment in New Shares. You cannot withdraw your Application once it has been accepted. Eligible Retail Shareholders wishing to participate in the Retail Entitlement Offer are encouraged to submit their Entitlement and Acceptance Form as soon as possible after the Retail Entitlement Offer opens.

Letter from the Chairman

10 July 2023

Dear Shareholder

Develop Global Limited – Accelerated Pro-Rata Non-Renounceable Entitlement Offer

On behalf of the Board, I am pleased to invite you to participate in a fully underwritten 1 for 29 accelerated pro-rata non-renounceable Entitlement Offer of New Shares at an offer price of $3.20 per New Share ( Offer Price ) to raise approximately $20 million (before costs).

On 3 July 2023, the Company announced its intention to raise up to approximately $50 million (before costs) through an equity raising consisting of:

a fully underwritten Entitlement Offer (to raise approximately $20 million before costs); and
a fully underwritten placement (to raise $30 million before costs) to certain sophisticated and institutional shareholders on the same terms as the Institutional Entitlement Offer (defined below) ( Placement ),

(together, the Offer ).

The Entitlement Offer comprises an institutional component ( Institutional Entitlement Offer ) and a retail component ( Retail Entitlement Offer ).

About the Proposed Scheme

Please refer to section 4 of this Retail Offer Booklet for the Company’s announcement dated 3 July 2023 and the Investor Presentation for further information about Develop’s proposed acquisition of Essential Metals Limited (ACN 103 423 981) pursuant to a scheme of arrangement ( Proposed Scheme ).

Capital Raising Rationale and Use of Funds

The proceeds of the Entitlement Offer will be used for the following purposes*:

to provide funding for the development of Develop’s assets;
subject to completion of the Proposed Scheme, to provide funding of the development of Essential Metals Limited’s assets; and
to fund transaction fees and costs.

*The Company reserves the right to change its intentions in relation to the use of funds. Further, if the Proposed Scheme does not proceed, the Company will need to consider alternative uses for the funds, including, to fund additional operational activities at the Woodlawn Project. Also, certain transaction costs in relation to the Proposed Scheme, such as legal and advisory fees, will still be payable by the Company.

Entitlement Offer

Under the Entitlement Offer, Eligible Shareholders are entitled to subscribe for 1 New Share for every 29 Shares held at 5:00pm (AEST) on the Record Date of 5 July 2023 ( Entitlement ) at the Offer Price. Approximately 6 million New Shares will be issued under the Entitlement Offer. New Shares will rank equally with Existing Shares in all respects from date of quotation.

The number of New Shares for which you are entitled to subscribe for under the Offer (your Entitlement) is set out in your personalised Entitlement and Acceptance Form (defined below) accompanying this Retail Offer Booklet and which can be accessed and downloaded via the Offer website at https://events.miraqle.com/dvp-offer.

The Offer Price of $3.20 per New Share represents a 7.5% discount to Develop’s closing price of $3.46 on 30 June 2023 (being the last trading day before the announcement of the Offer) and a 3.5% discount to the 5-day VWAP as at 30 June 2023 (being the last trading day before the announcement of the Offer).

The Retail Entitlement Offer to which this Retail Offer Booklet relates closes at 5:00pm (AEST) on 26 July 2023 (unless extended or withdrawn). The Institutional Entitlement Offer closed on 5 July 2023 and, together with the Placement, will raise approximately $40.9 million (subject to settlement, expected to occur on 12 July 2023).

This Retail Offer Booklet contains important information about the Entitlement Offer, including:

Key Dates
Summary of Options Available to You
Offer Details & How to Apply
Australian Taxation Considerations
ASX Announcements
Important Information

Accompanying this Retail Offer Booklet is your personalised entitlement and acceptance form ( Entitlement and Acceptance Form ). It details your Entitlement and is to be completed in accordance with the instructions provided on the form and the instructions in this Retail Offer Booklet under “Offer Details & How to Apply”. Your Entitlement and Acceptance Form can also be accessed and downloaded via the Offer website at https://events.miraqle.com/dvp-offer.

To participate, you must ensure that you have completed your Application by paying application monies ( Application Monies ) by BPAY® or EFT in accordance with the instructions set out in section 2.6 and your personalised Entitlement and Acceptance Form before 5:00pm (AEST) on 26 July 2023.

If you are unable to pay by BPAY® (for example if you are a New Zealand based Shareholder without an Australian bank account) or are having difficulty paying by BPAY® please call the Develop Offer Information Line on 1300 420 709 (within Australia) or +61 1300 420 709 (outside Australia) between 8:30am and 5:30pm (AEST) on Monday to Friday, before the Retail Entitlement Offer closes on 26 July 2023. Alternatively, you may pay by EFT by following the instructions set out in section 2.6 and your personalised Entitlement and Acceptance Form. Instructions on paying by EFT can also be obtained from the Offer website at https://events.miraqle.com/dvp-offer.

If you do not wish to take up any of your Entitlement, you do not have to take any action.

The Entitlement Offer is non-renounceable and therefore your Entitlement will not be tradeable on the ASX or any other exchange, cannot be sold, and is not otherwise transferable. This means that you will not receive any value for Entitlements you do not take up and your percentage shareholding in the Company will be reduced.

Shareholders in the United States are not eligible to participate in the Retail Entitlement Offer. Similarly, Shareholders (including custodians, trustees and nominees) who hold Shares on behalf of persons in the United States or are acting for the account or benefit of persons in the United States, are not eligible to participate in the Retail Entitlement Offer on behalf of those persons.

Underwriting

Canaccord Genuity (Australia) Limited (ABN 19 075 071 466) ( Underwriter ) is appointed as the exclusive lead manager, bookrunner and underwriter to the Placement and Entitlement Offer. The Company has entered into an underwriting agreement with the Underwriter in respect of the Placement and the Entitlement Offer ( Underwriting Agreement ). The Underwriting Agreement is on usual terms and the fees and termination events for the Underwriting Agreement are set out in section 5.9.

Further information and Application instructions

Further details of the Entitlement Offer, as well as the risks associated with investing in the Entitlement Offer are set out in this Retail Offer Booklet (including in the ASX Announcements and the “Key Risks” section of the Investor Presentation), which you should read carefully and in its entirety.

For further information, please contact the Develop Offer Information Line on 1300 420 709 (within Australia) or +61 1300 420 709 (outside Australia) between 8:30am and 5:30pm (AEST) on Monday to Friday, before the Retail Entitlement Offer closes on 26 July 2023 or vist the Offer website at https://events.miraqle.com/dvp-offer.

On behalf of Develop, I invite you to consider this investment opportunity and thank you for your continued support.

Yours faithfully

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Michael Blakiston Non-Executive Chairman Develop Global Limited

1 Summary of Options Available to You

If you are an Eligible Retail Shareholder (as defined in section 5.2) you may take any of the following steps:

take up all of your Entitlement (see section 2.4.1);
take up part of your Entitlement (see section 2.4.2); or
do nothing, in which case your Entitlement will lapse, and you will receive no value for those lapsed Entitlements (see section 2.4.3).

Further information is provided below.

2 Offer Details & How to Apply

2.1 Overview of the Retail Entitlement Offer

Eligible Retail Shareholders are being offered the opportunity to purchase 1 New Share for every 29 Existing Shares held as at the Record Date of 5:00pm (AEST) on 5 July 2023, at the Offer Price of $3.20 per New Share to raise approximately $20 million (before costs).

The Entitlement Offer provides Eligible Retail Shareholders (as defined in section 5.2) with the opportunity to take up all or part of their Entitlement. Entitlements under the Entitlement Offer are nonrenounceable.

Based on the number of Shares on issue as at the Record Date of the Entitlement Offer, 6,240,952 New Shares (subject to rounding) will be issued under the Entitlement Offer.

You have a number of decisions to make in respect of your Entitlement. You should read this Retail Offer Booklet carefully before making any decisions in relation to your Entitlement.

The Entitlement Offer is fully underwritten by the Underwriter.

The Retail Entitlement Offer opens on 10 July 2023 and will close at 5:00pm (AEST) on 26 July 2023 unless extended or withdrawn.

Further details on the Entitlement Offer are set out below.

2.2 Your Entitlement

Your Entitlement is set out on the accompanying personalised Entitlement and Acceptance Form and calculated on the basis of 1 New Share for every 29 Existing Shares you held as at the Record Date. If the result is not a whole number, your Entitlement will be rounded up to the nearest whole number of New Shares.

Your Entitlement and Acceptance Form can also be accessed and downloaded via the Offer website at https://events.miraqle.com/dvp-offer. If you have more than one registered holding of Existing Shares, you will be sent more than one personalised Entitlement and Acceptance Form and you will have a separate Entitlement for each separate holding.

New Shares issued under the Entitlement Offer will rank equally in all respects with Existing Shares.

The Entitlement Offer is non-renounceable and therefore your Entitlement will not be tradeable on the ASX or any other exchange, cannot be sold and is not otherwise transferable. This means that you will not receive any value for Entitlements you do not take up and your percentage shareholding in the Company will be reduced.

See section 5.2 for information on restrictions on participation.

The Entitlement stated on your personalised Entitlement and Acceptance Form may be in excess of the actual Entitlement you may be permitted to take up where, for example, you are holding Shares on behalf of a person in the United States.

2.3 Consider the Entitlement Offer carefully in light of your particular investment objectives and circumstances

The Entitlement Offer is being made pursuant to provisions of the Corporations Act which allow entitlement offers to be made without a prospectus. This Retail Offer Booklet does not contain all of the information which may be required in order to make an informed decision regarding an Application for New Shares offered under the Entitlement Offer.

As a result, it is important for you to read carefully and understand the information on Develop and the Entitlement Offer made publicly available, prior to deciding whether to take up all or part of your Entitlement or do nothing in respect of your Entitlement. In particular, please refer to this Retail Offer Booklet and other announcements made available on the ASX website relating to Develop. Further information is also available from the Offer website at https://events.miraqle.com/dvp-offer.

Please consult with your stockbroker, accountant or other professional adviser if you have any queries or are uncertain about any aspect of the Entitlement Offer. You should also refer to the “Key Risks” section of the Investor Presentation included in section 4 of this Retail Offer Booklet.

2.4 How Eligible Retail Shareholders Can Accept or Renounce the Entitlement Offer

2.4.1 If you wish to take up all of your Entitlement

If you wish to take up all of your Entitlement, please pay your Application Monies via BPAY® by no later than 5:00pm (AEST) on 26 July 2023 by following the instructions set out on the personalised Entitlement and Acceptance Form.

If you take up and pay for all of your Entitlement, before the close of the Entitlement Offer, it is expected that you will be issued New Shares on 2 August 2023.

Develop’s decision on the number of New Shares to be issued to you will be final.

Develop also reserves the right (in its absolute discretion) to reduce the number of New Shares issued if Develop believes an applicant’s claim to be overstated or if an applicant or their nominees fail to provide information to substantiate their claims to Develop’s satisfaction.

Entitlements are non-renounceable and will not be tradeable on ASX or otherwise transferable. Eligible Retail Shareholders who do not take up their rights in full will not receive any value in respect of those rights they do not take up.

If you do not take up your Entitlement in full, you will have your percentage holding in the Company reduced as a result of dilution by the New Shares issued under the Entitlement Offer.

2.4.2 If you wish to take up part of your Entitlement

If you wish to take up part of your Entitlement and apply for New Shares, please pay your Application Monies via BPAY® by no later than 5:00pm (AEST) on 26 July 2023 by following the instructions set out on the personalised Entitlement and Acceptance Form for the amount of New Shares you wish to apply.

If you do not take up your Entitlement in full, you will have your percentage holding in the Company reduced as a result of dilution by the New Shares issued under the Entitlement Offer.

2.4.3 If you wish to do nothing, in which case your Entitlement will lapse and you will receive no value for those lapsed Entitlements

Your Entitlement is non-renounceable, which means it is non-transferrable and cannot be sold, traded on ASX or any other exchange, nor can it be privately transferred.

If you take no action you will not be allocated New Shares and your Entitlement will lapse. Shareholders who do not take up their Entitlements will not receive any payment or value for those Entitlements they do not take up.

Eligible Retail Shareholders who do not participate fully in the Retail Entitlement Offer will have their percentage holding in Develop diluted.

2.5 Ineligible Retail Shareholders

All retail Shareholders who are not Eligible Retail Shareholders are ineligible retail Shareholders ( Ineligible Retail Shareholders ). Ineligible Retail Shareholders will not be entitled to participate in the Entitlement Offer.

Develop has determined pursuant to ASX Listing Rule 7.7.1 that it would be unreasonable on this occasion to extend the Retail Entitlement Offer to Ineligible Retail Shareholders, having regard to the number of Ineligible Retail Shareholders, the number and value of securities to be offered to Ineligible Retail Shareholders and the costs of complying with the legal and regulatory requirements which would apply to an offer of securities to Ineligible Retail Shareholders in various jurisdictions.

2.6 Payment

You can pay by BPAY®.

If you are unable to pay by BPAY® (for example if you are a New Zealand based Shareholder without an Australian bank account) or are having difficulty paying by BPAY® please call the Develop Offer Information Line on 1300 420 709 (within Australia) or +61 1300 420 709 (outside Australia) between 8:30am and 5:30pm (AEST) on Monday to Friday, before the Retail Entitlement Offer closes on 26 July 2023. Instructions on paying by EFT can also be obtained from the Offer website at https://events.miraqle.com/dvp-offer.

Cash and cheque payments will not be accepted. Receipts for payment will not be issued.

Develop will treat you as applying for as many New Shares as your payment will pay for in full up to your Entitlement.

Any Application Monies received for more than your Entitlement to New Shares, provided that amount is more than $2, will be refunded as soon as practicable after the close of the Entitlement Offer. No interest will be paid to applicants on any Application Monies received or refunded.

Payment by BPAY® or EFT

For payment by BPAY® or EFT, please follow the instructions on the personalised Entitlement and Acceptance Form. You can only make payment via BPAY® if you are the holder of an account with an Australian financial institution that supports BPAY® transactions.

If you are paying by EFT, please make sure you use your HIN/SRN as your reference/description for your payment. Failure to do so may result in your funds not being allocated to your application and New Shares subsequently not issued. Instructions on paying by EFT can also be obtained from the Offer website at https://events.miraqle.com/dvp-offer.

If you are paying by BPAY®, please make sure you use the specific Biller Code and your unique Customer Reference Number ( CRN ) on your personalised Entitlement and Acceptance Form. If you have multiple holdings and consequently receive more than one personalised Entitlement and Acceptance Form, when taking up your Entitlement in respect of one of those holdings only use the CRN or unique reference number specific to that holding. If you do not use the correct CRN or unique reference number specific to that holding your Application will not be recognised as valid.

Please note that should you choose to pay by BPAY®:

you do not need to submit your personalised Entitlement and Acceptance Form but are taken to make the declarations, representations and warranties on that Entitlement and Acceptance Form and in section 2.7; and
if you do not pay for your full Entitlement, you are deemed to have taken up your Entitlement in respect of such whole number of New Shares which is covered in full by your Application Monies.

Please note that should you choose to pay by EFT:

you need to submit your personalised Entitlement and Acceptance Form to Link Market Services at [email protected]; and
if you do not pay for your full Entitlement, you are deemed to have taken up your Entitlement in respect of such whole number of New Shares which is covered in full by your Application Monies.

It is your responsibility to ensure that your BPAY® or EFT payment is received by the Share Registry by no later than 5:00pm (AEST) on 26 July 2023. You should be aware that your financial institution may implement earlier cut-off times with regard to electronic payment, and you should therefore take this into consideration in the timing of when you make payment.

2.7 Representations by acceptance

By applying for New Shares under the Retail Entitlement Offer (including making a payment by BPAY® or EFT), you will be deemed to have represented to Develop that you are an Eligible Retail Shareholder and:

acknowledge that you have read and understand this Retail Offer Booklet and your personalised Entitlement and Acceptance Form in their entirety;
agree to be bound by the terms of the Entitlement Offer, the provisions of this Retail Offer Booklet (including section 5.2), and the Constitution;
authorise Develop to register you as the holder(s) of New Shares allotted to you;
declare that all details and statements in the personalised Entitlement and Acceptance Form are complete and accurate;

declare you are over 18 years of age and have full legal capacity and power to perform all of your rights and obligations under the personalised Entitlement and Acceptance Form;
acknowledge that once Develop receives your personalised Entitlement and Acceptance Form or any payment of Application Monies via BPAY® or EFT, you may not withdraw your Application or funds provided except as allowed by law;
agree to apply for and be issued up to the number of New Shares specified in the personalised Entitlement and Acceptance Form, or for which you have submitted payment of any Application Monies via BPAY® or EFT, at the Offer Price per New Share;
authorise Develop, the Underwriter, the Share Registry and their respective officers or agents to do anything on your behalf necessary for New Shares to be issued to you, including to act on instructions of the Share Registry upon using the contact details set out in your personalised Entitlement and Acceptance Form;
declare that you were the registered holder(s) at the Record Date of the Shares indicated on the personalised Entitlement and Acceptance Form as being held by you on the Record Date;
acknowledge and agree that:
the determination of eligibility of investors for the purposes of the Institutional Entitlement Offer and Retail Entitlement Offer is determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry constraints and the discretion of the Company and the Underwriter;
each of the Company, the Underwriter, their advisors and their respective affiliates, officers, employees, agents and advisers disclaim any duty or liability (including for negligence) in respect of that determination and the exercise or otherwise of that discretion, to the maximum extent permitted by law;
acknowledge that the information contained in this Retail Offer Booklet and your personalised Entitlement and Acceptance Form is not investment advice nor a recommendation that New Shares are suitable for you given your investment objectives, financial situation or particular needs;
acknowledge that this Retail Offer Booklet is not a prospectus, does not contain all of the information that you may require in order to assess an investment in Develop and is given in the context of Develop’s past and ongoing continuous disclosure announcements to ASX;
acknowledge the statement of risks in the “Key Risks” section of the Investor Presentation included in section 5.4 of this Retail Offer Booklet, and that investments in Develop are subject to risk;
acknowledge that none of Develop, the Underwriter, or their respective related bodies corporate and affiliates and their respective directors, officers, partners, employees, representatives, agents, consultants or advisers, guarantees the performance of Develop, nor do they guarantee the repayment of capital;
agree to provide (and direct your nominee or custodian to provide) any requested substantiation of your eligibility to participate in the Entitlement Offer and of your holding of Shares on the Record Date;
authorise Develop to correct any errors in your personalised Entitlement and Acceptance Form or other form provided by you;
represent and warrant (for the benefit of Develop, the Underwriter and their respective related bodies corporate and affiliates) that you are not an Ineligible Retail Shareholder and are otherwise eligible to participate in the Entitlement Offer;

represent and warrant that the law of any place does not prohibit you from being given this Retail Offer Booklet and the personalised Entitlement and Acceptance Form, nor does it prohibit you from making an Application for New Shares and that you are otherwise eligible to participate in the Entitlement Offer;
understand and acknowledge that the Entitlements and New Shares have not been, and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdictions of the United States, and that accordingly, the Entitlements may not be taken up by and the New Shares may not be offered or sold, directly or indirectly, to a person in the United States or to persons acting for the account or benefit of a person in the United States (to the extent such persons are acting for the account or benefit of a person in the United States);
acknowledge and agree that the information in this Retail Offer Booklet remains subject to change without notice;
represent and warrant that that you are not in the United States and you are not acting for the account or benefit of a person in the United States (or, in the event that you are acting for the account or benefit of a person in the United States, you are not participating in the Retail Entitlement Offer in respect of that person);
are subscribing for or purchasing the New Shares outside the United States in an “offshore transaction” (as defined in Rule 902(h) under the U.S. Securities Act) in reliance on Regulation S under the US Securities Act;
are not engaged in the business of distributing securities;
you and each person on whose account you are acting have not and will not send this Retail Offer Booklet, the Entitlement and Acceptance Form or any other materials relating to the Retail Entitlement Offer to any person in the United States, any person (including nominees or custodians) acting for the account or benefit of a person the United States or any person in any other country outside Australia or New Zealand (except nominees and custodians may distribute such materials to Eligible Retail Shareholders);
if in the future you decide to sell or otherwise transfer the New Shares acquired under the Retail Entitlement Offer you will only do so in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act, including “regular way” transactions on ASX where neither you nor any person acting on your behalf knows, or has reason to know, that the sale has been pre-arranged with, or that the purchaser is, in the United States;
are eligible under applicable securities laws to acquire New Shares under the Retail Entitlement Offer;
if you are acting as a nominee or custodian, each beneficial holder on whose behalf you are submitting the Entitlement and Acceptance Form (i) is resident in Australia or New Zealand, (ii) is not in the United States, and (iii) is not acting for the account or benefit of a person in the United States, and you have not sent this Retail Offer Booklet, the Entitlement and Acceptance Form or any information relating to the Retail Entitlement Offer to any such person; and
you make all other representations and warranties set out in this Retail Offer Booklet and the Entitlement and Acceptance Form.

2.8 Enquiries

If you have any questions regarding the Retail Entitlement Offer, please contact the Develop Offer Information Line on 1300 420 709 (within Australia) or +61 1300 420 709 (outside Australia) between 8:30am and 5:30pm (AEST) on Monday to Friday, before the Retail Entitlement Offer closes on 26 July 2023 or vist the Offer website at https://events.miraqle.com/dvp-offer.

If you have any further questions, you should contact your stockbroker, accountant or other professional adviser.

3 Australian Taxation Considerations

3.1 Limitations and disclaimers

This section is a general summary of the Australian income tax, goods and services tax ( GST ) and stamp duty implications of the Entitlement Offer for certain Eligible Retail Shareholders.

Neither Develop nor any of its officers or employees, nor its taxation or other advisers, accepts any liability or responsibility in respect of any statement concerning taxation consequences, or in respect of the taxation consequences.

The comments in this section deal only with the Australian taxation implications of the Entitlement Offer if you:

are a resident for Australian income tax purposes; and
hold your Shares on capital account.

The comments do not apply to you if you:

are not a resident for Australian income tax purposes; or
hold your Shares as revenue assets or trading stock; or
acquired the Shares in respect of which the Entitlements are issued under any employee share scheme or where the New Shares are acquired pursuant to any employee share scheme; or
are subject to the Taxation of Financial Arrangement provisions contained in Division 230 of the Income Tax Assessment Act 1997 (Cth) or other special rules that modify the ordinary tax rules; or
acquired Entitlements otherwise than because you are an Eligible Retail Shareholder.

The comments in this section are necessarily general in nature and are based on the Australian tax legislation and administrative practice in force as at the date of this Retail Offer Booklet. They do not take into account any financial objectives, tax positions, or investment needs of Eligible Retail Shareholders. The comments do not take into account or anticipate changes in Australian tax legislation or future judicial or administrative interpretations of law after this time unless otherwise specified. The comments also do not take into account tax law of any country other than Australia.

The taxation implications of the Entitlement Offer will vary depending upon your particular circumstances. Accordingly, you should seek and rely upon your own professional advice before concluding on the particular taxation treatment that will apply to you and deciding whether to take up your Entitlements.

3.2 Issue of Entitlements

The issue of the Entitlements should not, of itself, result in any amount being included in the assessable income of an Eligible Retail Shareholder.

3.3 Take-up of Entitlements

New Shares will be acquired where the Eligible Retail Shareholder takes-up all or part of their Entitlement under the Entitlement Offer. An Eligible Retail Shareholder should not derive any

assessable income, or make any capital gain or capital loss at the time of taking up their Entitlement under the Entitlement Offer. For Australian capital gains tax ( CGT ) purposes, each New Share should:

be taken to have been acquired on the date the New Share is issued to the Eligible Retail Shareholder; and
have a cost base (and reduced cost base) that is equal to the Offer Price that is payable for the New Share plus certain non-deductible incidental costs incurred in acquiring, holding and disposing the New Share.

3.4 Lapse of Entitlement

If an Eligible Retail Shareholder does not take-up all or part of their Entitlement in accordance with the instructions set out above, then that Entitlement will lapse and the Eligible Retail Shareholder will not receive any consideration.

There should be no Australian tax implications for an Eligible Retail Shareholder from the lapse of all or some of their Entitlements.

3.5 Dividends on New Shares

Any future dividends or other distributions made in respect of New Shares will constitute assessable income of an Eligible Retail Shareholder and will be subject to the same income taxation treatment as dividends or other distributions made on Existing Shares held in the same circumstances.

3.6 Disposal of New Shares

The disposal of a New Share will be a disposal for CGT purposes.

An Eligible Retail Shareholder should make a capital gain if the capital proceeds on disposal exceed the cost base of the New Share. An Eligible Retail Shareholder should make a capital loss if the capital proceeds are less than the reduced cost base of the New Share.

An Eligible Retail Shareholder that is an individual, complying superannuation entity or trustee and that has held their New Shares for at least 12 months (not including the dates of acquisition and disposal of the New Shares) at the time of disposal should be entitled (subject to meeting other conditions) to apply the CGT discount to reduce the capital gain (after the application of any current year or carry forward capital losses). The CGT discount is 50% for individuals and entities acting as trustees, and 33⅓% for complying superannuation entities.

The CGT discount is not available for companies (unless shares are held by the company in the capacity as trustee).

The Government has proposed that managed investment trusts and attribution managed investment trusts will be prevented from applying the 50% CGT discount at the trust level (but will still be able to distribute such income as a capital gain that can be discounted in the hands of the beneficiary). This proposed change is yet to be enacted, however, the present Government has not expressed its position on the proposed change.

If a capital loss arises on disposal of the New Shares, the capital loss can only be used to offset capital gains; i.e. the capital loss cannot be used to offset amounts contributing to taxable income that are not capital gains. However, if the capital loss cannot be used in a particular income year it can be carried forward to use in future income years, provided certain tests are satisfied.

3.7 Other Australian taxes

No Australian GST or stamp duty will be payable by Eligible Retail Shareholders in respect of the issue or exercise of the Entitlements or the acquisition of New Shares.

4 ASX Announcements

This Retail Offer Booklet (other than the ASX Announcements in this section 4) is dated 10 July 2023. The Investor Presentation and Launch Announcement are current as at 3 July 2023 and the Institutional Results Announcement is current as at 5 July 2023. This Retail Offer Booklet remains subject to change without notice, however the Company is not responsible for updating this Retail Offer Booklet.

There are additional ASX announcements that have been made by Develop and which may be made throughout the Entitlement Offer Period that may be relevant in your consideration of whether to take part in the Entitlement Offer. Therefore, it is prudent that you check whether any further ASX announcements have been made by Develop before submitting an Application.

3 July 2023

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

Develop and Essential Metals enter into binding Scheme Implementation Deed

Transaction delivers a significant premium to Essential shareholders while giving them ongoing exposure to the Pioneer Dome Lithium Project and future upside from the combined group, led by highly regarded mining executive Bill Beament

Key Points

Develop Global Limited (ASX: DVP) and Essential Metals Limited (ASX: ESS) have entered into a binding Scheme Implementation Deed under which Develop proposes to acquire 100 per cent of the issued shares in Essential by way of a Scheme of Arrangement (Scheme)
The Scheme Consideration is 1 new Develop share for every 6.18 Essential shares held, implying a fully diluted equity value for Essential of ~A$152.6 million[1] and A$0.56 per share based on the closing price for Develop shares of A$3.46 per share on 30 June 2023. This represents a significant premium of:
34.9% to the closing Essential share price of A$0.415 per share on 30 June 2023;
30.8% to the 20-day Essential VWAP of A$0.428 per share up to and including 30 June 2023;
62.3% to the Essential share price prior to the pre-Tianqi Lithium Energy Australia (TLEA) Scheme price of A$0.345 per share on 6 January 2023 and 12.0% to the TLEA Scheme price of A$0.50 per share
The Scheme is unanimously recommended by the Essential Board of Directors in the absence of a superior proposal and subject to an Independent Expert concluding that the Scheme is in the best interests of Essential shareholders
Essential’s largest shareholder, Mineral Resources Limited (ASX: MIN) (MinRes), has agreed to vote its 19.55% shareholding in Essential in favour of the Scheme in the absence of a superior proposal and subject to the Independent Expert concluding that the Scheme is in the best interests of Essential shareholders
Upon implementation of the Scheme, Essential shareholders will hold 18.4%[2] of the combined group, which is estimated to have a pro forma market capitalisation of A$771.3 million based on the Capital Raising price of A$3.20 per Develop share and cash of approximately A$81.7 million[3]

1 Assuming intrinsic value of all in-the-money options over Essential, all Essential performance rights converted and the resulting Essential Shares participate in the Scheme

2 Assuming all in-the-money options over Essential are exercised, all Essential performance rights converted and the resulting Essential Shares participate in the Scheme. Also assumes completion of Capital Raising.

3 Pro Forma Cash of ESS and DVP at 31 March 2023 plus Capital Raising Proceeds

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As well as a substantial price premium, the transaction will deliver numerous significant benefits to Essential shareholders, including:
Retaining ongoing exposure (by receiving shares in Develop) to the development of the Pioneer Dome Lithium Project (Pioneer Dome) in Western Australia;
Gaining exposure to Develop’s outstanding Woodlawn and Sulphur Springs energy transition metals assets, as well as its cash-generating mining services division;
Develop’s world-class mining team which is ideally placed to unlock the value of Pioneer Dome in a timely and highly efficient manner;
Develop’s balance sheet, future cashflows and access to funding, which will further underpin and de-risk the development strategy for Pioneer Dome; and
Becoming part of a rapidly growing energy transition metals producer led by Bill Beament and his experienced team, in the process mitigating the risk associated with being a single-asset development company
Pioneer Dome, which is located in WA’s ‘Lithium Corridor’ 130km south of Kalgoorlie, is a hard rock lithium development asset with a Mineral Resource of 11.2Mt at 1.16% Li2O, on which a positive Scoping Study has been completed[4] and on which a Project Feasibility Study is underway

Develop Capital Raising:

Develop launches a fully underwritten A$50m capital raising comprised of a share placement to raise A$30m (Placement) and 1-for-29 accelerated non-renounceable entitlement offer to raise A$20m (Entitlement Offer) (together, the Capital Raising)
Capital Raising offer price of A$3.20 per share represents a 7.5% discount to Develop’s last traded price on 30 June 2023 of A$3.46 and a 3.5% discount to the 5-day VWAP as at that date
Develop MD Bill Beament intends to take up the full entitlement associated with his 19.4% shareholding, contributing ~A$3.9m to the Capital Raising
All eligible Directors of Develop intend to take up their full entitlement
Develop’s second largest shareholder MinRes (12.9%) intends to take up its full entitlement and participate in the Placement contributing ~A$6.4m to the Capital Raising
The proceeds of the Capital Raising will be used to:
Accelerate the development of Pioneer Dome (subject to successful completion of the Scheme), including drilling, metallurgical tests, approvals and updated economic and mining studies[4] ;
Payment of stamp duty and associated costs for the proposed transaction[5] ;
Prepare for the resumption of production at Woodlawn, including ongoing underground capital development which will significantly de-risk the production re-start;
Undertake further drilling at Woodlawn to follow-up on the recent significant exploration success and continue growing the mineral inventory for the life-of-mine plan

4 Refer to Essential ASX Announcement dated 7 February 2023 titled ““Pioneer Dome Scoping Study”. Essential confirms that it is not aware of any new information or data that materially affects the information included in the relevant announcement and that all material assumptions and technical parameters underpinning the estimates in the relevant announcement continue to apply and have not materially changed.

5 In the event the Scheme is not implemented, the Capital Raising proceeds allocated to the Pioneer Dome Pre-Feasibility Study and to pay stamp duty and associated costs for the proposed transaction will be used to fund additional operational activities at the Woodlawn Project.

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TRANSACTION OVERVIEW

Develop Global Limited (ASX: DVP ) ( Develop ) and Essential Metals Limited (ASX: ESS ) ( Essential ) are pleased to advise that they have entered into a binding Scheme Implementation Deed ( SID ) for the implementation of a Scheme of Arrangement ( Scheme ) under which Develop will acquire 100 per cent of the issued capital of Essential.

If the Scheme is implemented, each Essential shareholder on the record date for the Scheme ( Scheme Record Date ) will receive 1 new Develop share for every 6.18 Essential shares held ( Scheme Consideration ), implying a value for Essential of A$0.56 per share based on Develop’s last closing price of A$3.46 per share on 30 June 2023.

Develop Managing Director Bill Beament said: “This agreement delivers Essential shareholders a highly attractive premium of 34.9 percent to the closing price of Essential shares on 30 June 2023 as well as a host of other significant benefits.”

“They will retain ongoing exposure to the upside at the Pioneer Dome Lithium Project. They also stand to benefit enormously from Develop’s ability to unlock the value of Pioneer Dome in a timely and efficient manner by capitalising on Develop’s outstanding operational/mine building team and extensive funding capability.”

“In addition to the benefits relating directly to Pioneer Dome, Essential shareholders will gain exposure to Develop’s energy transition metals assets and mining services division, the strong track record of its team, future cashflows and ability to capitalise on further growth opportunities in this space”.

Essential Managing Director Tim Spencer said: “The Scheme announced today provides Essential shareholders with an exciting opportunity to join the rapid growth trajectory of a substantial diversified battery and energy transition metals group, led by Bill Beament, which has delivered exceptional returns for its shareholders over the past two years.”

“In addition to delivering a significant premium, the Scheme, if approved and implemented, will allow Essential shareholders to retain ongoing exposure to the development of our flagship lithium asset at Pioneer Dome as part of a much larger diversified resources group.”

“In considering the merits of this transaction, the Essential Board took into consideration a range of factors including the ability for Essential shareholders to participate in the benefits of the combined group with access to Develop’s world-class mining team, funding capability and ability to fast-track the Pioneer Dome asset through to production.”

“Develop’s world-class mining team is ideally placed to unlock the value of Pioneer Dome in a timely and efficient manner, while Develop’s balance sheet, future cash-flows and access to funding will further underpin and de-risk the development strategy for Pioneer Dome.”

“We believe this transaction is a great outcome for Essential shareholders and for other stakeholders including our employees, suppliers, the Ngadju people and the State of Western Australia, all of whom will benefit from the development of the Pioneer Dome Lithium Project as part of a large, well-funded and highly regarded Australian resources group with an exciting future.”

Mr Beament said that if approved, the Scheme would see Essential shareholders become part of a diversified battery and energy transition metals group, reducing the risks associated with being a single-asset development company.”

“Being a one-asset company, particularly in the development phase, brings significant risks and challenges,” he said. “Develop’s experienced team, multi-asset base and strong cashflow from the mining services division will help mitigate these risks and accelerate the development timetable in the process.”

Mr Beament said the proceeds of the Capital Raising would further strengthen Develop’s position and therefore the benefits of the Scheme for Essential shareholders.

“The funds will ensure we can accelerate the development of Pioneer Dome with updated mining and economic studies and advance the approvals process while seeking to grow the inventory and Resource confidence with more drilling,” he said. “This strategy is aimed at increasing and unlocking the value of Pioneer Dome sooner than would otherwise be the case. The proceeds will also advance the options we have at our exceptional Woodlawn project, where A$340m has already been spent by the previous owner, mainly on the plant, surface infrastructure and underground capital development, and everything on site is as good-as-new.”

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“We are generating outstanding exploration results and we intend to keep up the drilling. At the same time, we will continue the extensive underground capital development, which will significantly de-risk the re-start and give us a wealth of options.”

“I believe that the combination of these assets, the growth outlook, the balance sheet, future cashflows and our worldclass mining team makes this a compelling opportunity for Essential shareholders.”

SCHEME DETAILS

Upon implementation of the Scheme, Develop will issue approximately 44.4 million Develop shares for 100% of Essential and Develop will have approximately 241.0 million Develop shares on issue post transaction (including the Capital Raising shares to be issued by Develop)[6] .

Essential Board Recommendation

The Essential Board, comprised of three independent non-executive directors and one executive director, in consultation with its advisors, has carefully considered the merits of the proposed transaction with Develop, including the following considerations:

The Scheme Consideration delivers an attractive premium of 34.9% to the closing Essential share price of A$0.415 per share on 30 June 2023 and 30.8% to the Essential 20-day VWAP of A$0.428 valuing Essential at ~A$152.6 million and A$0.56 per share based on the closing price for Develop shares of A$3.46 per share on 30 June 2023;
The transaction is supported by MinRes which has entered into a binding voting deed with Develop, under which MinRes has agreed to vote its 19.55% shareholding in Essential in favour of the Scheme, in the absence of a superior proposal and subject to the Independent Expert concluding that the Scheme is in the best interests of Essential shareholders;
Receiving Develop shares will allow Essential shareholders to retain ongoing exposure to the development of Essential’s main asset, the Pioneer Dome Lithium Project;
Essential shareholders will also gain exposure to Develop’s advanced Woodlawn and Sulphur Springs energy transition metals assets and Develop’s rapidly growing underground mining services division;
Develop’s world-class mining team is ideally placed to unlock the value of Pioneer Dome in a timely and highly efficient manner;
Develop’s balance sheet, potential future cash-flows and access to funding will further underpin and de-risk the development strategy for Pioneer Dome;
Essential will have access to Develop’s strong equity capital markets profile whereby Develop’s shareholders include high-quality, domestic and offshore institutional investors;
Essential shareholders will have the opportunity to become part of a rapidly growing battery and energy transition metals producer led by highly regarded mining executive Bill Beament and his experienced team, in the process mitigating the risk associated with being a single-asset development company; and
Exposure to future market re-rating potential, enhanced trading liquidity and potential for shareholders to benefit from the combined group attracting greater market interest, as the combined group will have an increased likelihood of inclusion in indices

The Board of Essential unanimously recommends, in the absence of a superior proposal and subject to the Independent Expert (to be appointed by Essential) concluding that the Scheme is in the best interests of Essential shareholders, that Essential shareholders vote in favour of the Scheme.

6 Assumes all in-the-money options in Essential are exercised, all Essential performance rights converted and the resulting Essential Shares participate in the Scheme.

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In the absence of a superior proposal and subject to the Independent Expert concluding that the Scheme is in the best interests of Essential shareholders, each of the Directors of Essential has committed to vote in favour of the Scheme in respect of the shares they have an interest in[7] .[8]

Conditions

The SID is subject to various conditions precedent, including:

Approval being received from the Essential shareholders at a duly convened shareholder Scheme meeting;
Regulatory approvals;
Court approvals;
The Independent Expert concluding that the Scheme is in the best interests of Essential shareholders and not changing that conclusion prior to completion;
No material adverse change or prescribed event (each as defined in the SID) occurring in relation to either Essential or Develop;
In relation to Essential option securities on issue, the options either being exercised or cancelled; and
Other conditions customary for a transaction of this nature.

Full details of the conditions are set out in the SID which is attached as Appendix A to this announcement.

Exclusivity Arrangements

The SID contains various standard “no shop”, “no talk”, “notification” and “matching rights” provisions. Essential has agreed that it will not solicit any competing proposal or participate in any discussions or negotiations in relation to any competing proposal (unless failure to do so would involve a breach of the fiduciary duties of its Directors).

The SID also details circumstances under which Essential may be required to pay a 1% break fee to Develop and circumstances where Develop may be required to pay Essential a reverse break fee, both equivalent to approximately A$1.53 million and payable in certain circumstances.

Organisational Structure and Governance

The combined business will retain the employees of Essential (exclusive of all Directors) and the company name will remain as Develop Global Limited.

MinRes Voting Support

Essential’s major shareholder MinRes (owning 19.55% of Essential shares on issue) has entered into a binding voting deed with Develop under which it agrees to vote in favour of the Scheme, in the absence of a superior proposal and subject to the Independent Expert concluding that the Scheme is in the best interests of Essential shareholders.

7 The Board of Directors of Essential hold, in aggregate, 4,597,011 Essential shares, being 1.7% of Essential (on an undiluted basis). Timothy Spencer, Managing Director, of Essential, currently holds 1,970,181 Essential Performance Rights (which will convert to shares upon the change of control occurring) and each of the Directors of Essential hold Essential options, being in aggregate, 3,700,002 options (which may be converted into shares or will otherwise be subject to a private treaty agreement, subject to requisite ASX waiver of LR 6.23.2, to be cancelled for consideration consisting of Develop shares equal to the intrinsic value of such options). Despite any of the Directors’ personal interests in the outcome of the Scheme, the Directors consider that given the importance of the Scheme and their obligations as Directors, it is important and appropriate for them to provide a recommendation to shareholders in relation to the Scheme.

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Indicative Scheme Timetable

Essential shareholders do not need to take any action at this time.

Shareholders of Essential will be asked to approve the Scheme at a meeting which is expected to be held in October 2023. Further details of the Scheme, transaction terms and recommendations will be provided to Essential shareholders through a Scheme Booklet which will include the Independent Expert’s Report, expected to be made available to Essential shareholders in September 2023.

An indicative timetable for the Scheme is set out below:

An indicative timetable for the Scheme is set out below:
Action	Estimated Date
First Court Date	8 September 2023
Dispatch of Scheme Booklet to Essential shareholders	12 September 2023
Scheme Meeting of Essential shareholders	12 October 2023
Second Court Date	16 October 2023
Effective Date	18 October 2023
Scheme Record Date	20 October 2023
Implementation date	27 October 2023

Note: this timetable is indicative and is subject to change and regulatory approval and Court availability

Details of Develop Capital Raising

Develop is undertaking a fully underwritten A$50 million Capital Raising, which comprises:

a share placement of approximately 9.4 million new fully paid ordinary shares in Develop ( New Shares ) to raise A$30 million utilising Develop’s existing placement capacity ( Placement ); and
a 1-for-29 accelerated non-renounceable entitlement offer of approximately 6.2 million New Shares to raise approximately A$20 million ( Entitlement Offer ).

Develop intends to allocate funds from the Capital Raising as follows:

Develop intends to allocate funds from the Capital Raising as follows:
Use of Funds	A$m
Accelerate development of Pioneer Dome, including drilling, metallurgical tests, approvals and updated economic and miningstudies5	8.0
Pay stamp duty and other transaction costs for the proposed transaction and Capital Raising5	10.0
Prepare for the resumption of production at Woodlawn, including ongoing underground capital	25.0
development which will significantlyde-risk theproduction re-start
Undertake further drilling at Woodlawn to follow-up on the recent significant exploration	7.0
success and continuegrowingthe inventoryfor the life of mineplan
Total	50.0

All New Shares under the Capital Raising will be issued at a price of A$3.20 per New Share, which as at 30 June 2023 represents a:

7.5% discount to the last traded price of Develop shares on ASX on 30 June 2023 of A$3.46; and
3.5% discount to the 5-day VWAP.

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The Entitlement Offer provides Develop shareholders with the opportunity to subscribe for 1 New Share for every 29 existing Develop shares held as at 5.00pm Sydney Time on Wednesday 5 July 2023 ( Entitlement Offer Record Date ).

Eligible institutional Develop shareholders will be invited to participate in the accelerated institutional component of the Entitlement Offer ( Institutional Entitlement Offer ), which is being conducted today, Monday 3 July 2023, along with the Placement. Eligible institutional Develop shareholders can choose to take up all, part or none of their entitlements under the Institutional Entitlement Offer. Entitlements not taken up by eligible institutional Develop shareholders and entitlements that would otherwise have been offered to ineligible Develop shareholders, will be offered to new and existing institutional Develop shareholders concurrently with the Placement.

The retail component of the Entitlement Offer ( Retail Entitlement Offer ) will be conducted at the same offer price and offer ratio as the Institutional Entitlement Offer. The Retail Entitlement Offer will be open from Monday 10 July 2023 to eligible retail shareholders in Australia and New Zealand, as at 5:00pm (Sydney time) on the Entitlement Offer Record Date and is expected to close at 5:00pm (Sydney time) on Wednesday 26 July 2023. Further information will be contained in the Retail Offer Booklet which will be released separately and sent to eligible retail shareholders (refer to the indicative timetable for the Capital Raising below).

The Entitlement Offer is non-renounceable and entitlements will not be tradeable on the ASX or be otherwise transferable. Shareholders who do not take up their full entitlement will not receive any payment in respect of entitlements they do not take up and their percentage equity interest in Develop will be diluted.

Develop Managing Director Bill Beament intends to take up his full entitlement under the Entitlement Offer and major shareholder MinRes has indicated that it intends to take up its full entitlement under the Entitlement Offer and participate in the Placement on a pro-rata basis.

Each New Share issued under the Capital Raising will rank equally with existing fully paid ordinary shares in Develop on issue.

The underwriting of the Placement and Entitlement Offer is subject to the terms of an underwriting agreement summarised in the Investor Presentation released today. Canaccord Genuity as lead manager and sole underwriter of the Capital Raising is entitled to fees for underwriting the Placement and Entitlement Offer as disclosed in the Appendix 3B lodged with ASX today.

Indicative Capital Raising Timetable

An indicative timetable for the Capital Raising is set out below:

An indicative timetable for the Capital Raising is set out below:
Event	Time (Sydney time) / Date
Announcement of the Capital Raising - Placement and Institutional Entitlement Offer open	Monday, 3 July 2023
Announce completion of the Placement and Institutional Entitlement Offer	Wednesday, 5 July 2023
Trading halt is lifted and existing Develop shares resume trading on ex- entitlement basis	Wednesday, 5 July 2023
Entitlement Offer Record Date	5.00pm Wednesday, 5 July 2023
Retail Offer Booklet and Entitlement & Acceptance Form issued and Retail Entitlement Offer opens	Monday, 10 July 2023
Settlement of Placement and Institutional Entitlement Offer	Tuesday, 11 July 2023
Allotment and issue of New Shares, normal trading of New Shares issued under the Placement and Institutional Entitlement Offer	Wednesday, 12 July 2023
Retail Entitlement Offer closing date	5:00pm Wednesday, 26 July 2023
Settlement of Retail Entitlement Offer	Tuesday, 1 August 2023

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Time (Sydney time) / Date

Event

Allotment of New Shares under the Retail Entitlement Offer

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Normal trading of New Shares issued under the Retail Entitlement Offer

Wednesday, 2 August 2023 Thursday, 3 August 2023

Note: this timetable is indicative and may be subject to change. Develop reserves the right to amend any or all of these events, dates and times in its absolute discretion, subject to the Corporations Act 2001 (Cth) ( Corporations Act ), ASX Listing Rules and other applicable laws. Any extension to the closing date for the Retail Entitlement Offer will have a consequential effect on the anticipated date for issue of New Shares under the Retail Entitlement Offer. The Directors also reserve the right not to proceed with the whole or part of the Capital Raising at any time prior to allotment of New Shares. In that event, the relevant application monies will be refunded without interest in accordance with the Corporations Act. Quotation of the New Shares is subject to ASX discretion.

Presentation

Additional information regarding the Scheme and the Capital Raising is contained in the Investor Presentation released to the ASX today. The Investor Presentation contains important information that Develop shareholders should consider, including information about the risk factors and the foreign selling restrictions with respect to the Entitlement Offer.

Advisors

Essential has appointed Sternship Advisers as financial advisor and HopgoodGanim Lawyers as legal advisor in connection with the Scheme.

Develop has appointed Canaccord Genuity as financial advisor and sole underwriter and lead manager to the Capital Raising, and Gilbert + Tobin as legal advisor in connection with the Scheme and Capital Raising.

This joint announcement has been authorised for release to the ASX by the Boards of Develop Global Limited and Essential Metals Limited.

About 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 copper-zinc-silver project in WA’s Pilbara region. This project is currently the focus of ongoing exploration to grow the inventory and various development studies. 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 Limited (ASX: BGL) to provide underground mining services at its Bellevue Gold Project in WA.

About Essential

Essential (ASX: ESS) is focused on the development of the Pioneer Dome Lithium Project, located in the core of WA’s ‘Lithium Corridor’ in the Eastern Goldfields, approximately 130km south of Kalgoorlie. Comprising a 450km[2] tenement package, the Pioneer Dome Project lies in the heart of a region which is well-endowed with spodumene deposits such as Bald Hill, Mt Marion, Manna and Buldania. A Mineral Resource of 11.2Mt at 1.16% Li2O has been defined at Dome North in the northern area of the Project which underpinned a positive Scoping Study completed earlier this year. A Definitive Feasibility Study is currently underway.

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Important Notices

This announcement is a joint announcement by Develop and Essential. This announcement has been prepared in relation to the proposed Scheme between Develop and Essential by way of scheme of arrangement between Essential and its shareholders under Part 5.1 of the Corporations Act 2001 (Cth). Under the Scheme, Develop will acquire 100% of Essential shares in exchange for the issue of new Develop shares. The Scheme is subject to the terms and conditions described in the SID. A copy of the SID is attached to this announcement and available on the ASX website (at www.asx.com.au).

Develop and Essential have jointly prepared this announcement based on information available to each of them as at the date of this announcement. No representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information, opinions and conclusions contained in this announcement. To the maximum extent permitted by law, none of Develop or Essential, their respective directors, employees, agents or advisers, or any other person, accepts any liability, including, without limitation, any liability arising from fault or negligence on the part of any of them or any other person, for any loss arising from the use of this announcement or its contents or otherwise arising in connection with it.

Not an offer of securities

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.

Forward-looking statements

This announcement contains forward looking statements concerning Develop, Essential and the merged entity which are made as at the date of this announcement (unless otherwise indicated), including statements about intentions, beliefs and expectations, plans, strategies and objectives of the directors and management of Develop and Essential, the anticipated timing, outcome and effects of the Scheme (including expected benefits to shareholders of Develop and Essential), indications of and guidance on synergies, future earnings or financial position or performance, anticipated production or construction or development commencement dates, costs or production outputs, capital expenditure and expectations for the ongoing development and growth potential of the merged entity and the future operation of Develop and Essential.

Forward looking statements are not statements of historical fact or actual events and results may differ materially from those contemplated by the forward looking statements as a result of a variety of risks, uncertainties and other factors, many of which are outside the control of Develop, Essential and the merged entity. Such factors may include, among other things, risks relating to funding requirements, commodity prices, exploration, development and operating risks (including unexpected capital or operating cost increases), production risks, competition and market risks, regulatory restrictions (including environmental regulations and associated liability, changes in regulatory restrictions or regulatory policy and potential title disputes) and risks associated with general economic, political and other conditions. Any forward looking statements, as well as any other opinions and estimates, provided in this announcement are based on assumptions and contingencies which are subject to change without notice and may prove ultimately to be materially incorrect, as are statements about market and industry trends, which are based on interpretations of current market conditions.

There can be no assurance that the Scheme will be implemented or that plans of the directors and management of Develop and Essential for the merged entity will proceed as currently expected or will ultimately be successful.

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You are strongly cautioned not to place undue reliance on forward looking statements, including in respect of the financial or operating outlook for Develop, Essential or the merged entity (including the realisation of any expected synergies).

Except as required by law or the ASX Listing Rules, Develop and Essential assume no obligation to provide any additional or updated information or to update any forward looking statements, whether as a result of new information, future events or results, or otherwise. Nothing in this announcement will, under any circumstances (including by reason of this announcement remaining available and not being superseded or replaced by any other presentation or publication with respect to Develop, Essential or the merged entity, or the subject matter of this announcement), create an implication that there has been no change in the affairs of Develop or Essential since the date of this announcement.

Mineral Resource disclosure

Dome North Lithium Mineral Resource – Competent Person Statement

The information in this report that relates to the Dome North Lithium Project Mineral Resource is based on information compiled by Mr Andrew Dunn (Exploration Manager and permanent employee of Essential Metals Limited) and Mr Lauritz Barnes (consultant with Trepanier Pty Ltd). Mr Dunn is eligible to receive equity-based securities in Essential Metals Limited under the Company’s employee incentive schemes. Mr Dunn and Mr Barnes are both members of the Australian Institute of Geoscientists. Mr Dunn and Mr Barnes both have sufficient experience of relevance to the styles of mineralisation and types of deposits under consideration, and to the activities undertaken to qualify as Competent Persons as defined in the 2012 Edition of the Joint Ore Reserves Committee (JORC) Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Specifically, Mr Dunn is the Competent Person for the database (including all drilling information), the geological and mineralisation models plus completed the site visits. Mr Barnes is the Competent Person for the construction of the 3-D geology / mineralisation model plus the estimation. Mr Dunn and Mr Barnes consent to the inclusion in this report of the matters based on their information in the form and context in which they appear.

Dome North Mineral Resource by deposit and category: (0.3% Li2O cut-off grade)

Deposit	Classification	Tonnes (Mt)		Ta2O5 ppm	Contained Li2O (T)	Fe2O3 %
			Li2O %
Cade	Indicated	6.9	1.26	49	88,000	0.44
	Inferred	1.3	0.88	49	11,000	0.44
Davy	Indicated	1.6	1.08	81	18,000	0.54
	Inferred	0.6	0.89	73	4,000	0.58
Heller	Inferred	0.7	1.02	76	8,000	0.72
Total	Total	11.2	1.16	57	129,000	0.48

Note: Appropriate rounding applied.

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EXECUTION VERSION

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Scheme Implementation Deed

Essential Metals Limited ACN 103 423 981 ( Target )

Develop Global Limited ACN 122 180 205 ( Bidder )

Contact – Luke Dawson, Special Counsel, [email protected]

BRISBANE

Level 8, Waterfront Place, 1 Eagle Street T +61 7 3024 0000 Brisbane Qld 4000 Australia F +61 7 3024 0300

PERTH

Level 27, Allendale Square, 77 St Georges T +61 8 9211 8111 Terrace Perth WA 6000 Australia F +61 8 9221 9100

PO Box 7822, Waterfront Place Qld 4001 Australia

E [email protected]

PO Box Z 5312, St Georges Terrace, Perth WA 6831 Australia

www.hopgoodganim.com.au

Scheme Implementation Deed

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1.	Definitions and interpretation ....................................................................................................... 5	Definitions and interpretation ....................................................................................................... 5
	1.1	Definitions .......................................................................................................................... 5
	1.2	Interpretation ....................................................................................................................18
	1.3	Business Days .................................................................................................................19
	1.4	Parties ..............................................................................................................................19
	1.5	Best and reasonable endeavours ....................................................................................19
	1.6	Fairly Disclosed ................................................................................................................19
	1.7	Knowledge .......................................................................................................................20
2.	Obligations in relation to Scheme ..............................................................................................20
	2.1	Target to propose Scheme ..............................................................................................20
	2.2	The Target and the Bidder to implement Scheme ...........................................................20
	2.3	Nomination of acquirer .....................................................................................................20
3.	Conditions precedent .................................................................................................................21
	3.1	Conditions ........................................................................................................................21
	3.2	General obligations in relation to Conditions ...................................................................23
	3.3	Obligations in relation to Regulatory Approvals ...............................................................24
	3.4	Notice in relation to satisfaction or otherwise of Conditions ............................................25
	3.5	Waiver and benefit of Conditions .....................................................................................25
	3.6	Consultation on failure of Conditions ...............................................................................26
	3.7	Failure to agree ................................................................................................................26
	3.8	Exception .........................................................................................................................27
4.	Implementation of the Scheme ..................................................................................................27
	4.1	Scheme and Timetable ....................................................................................................27
	4.2	Target’s obligations ..........................................................................................................27
	4.3	Bidder’s obligations ..........................................................................................................32
	4.4	Dispute as to Scheme Booklet .........................................................................................33
	4.5	Responsibility statement in Scheme Booklet ...................................................................34
	4.6	Target board changes ......................................................................................................34
	4.7	Removal of the Target from the official list of the ASX ....................................................34
	4.8	Court proceedings ............................................................................................................35
5.	Scheme Consideration ...............................................................................................................35
	5.1	Scheme Consideration .....................................................................................................35
	5.2	Ineligible Foreign Holders and Non-electing Small Shareholders ...................................36
	5.3	Sale Agent and Sale Facility ............................................................................................36
	5.4	Fractional entitlements .....................................................................................................36
	5.5	Share Splitting ..................................................................................................................36
	5.6	Australian Tax roll-over ....................................................................................................37
	5.7	Withholding ......................................................................................................................37
6.	Conduct of business ...................................................................................................................38
	6.1	Conduct of the Target’s business ....................................................................................38
	6.2	Information obligations .....................................................................................................40
	6.3	Counterparty consents .....................................................................................................42
	6.4	Conduct of the Bidder’s business ....................................................................................42
	6.5	Target Additional Funding ................................................................................................42
	6.6	Assistance with integration ..............................................................................................43
7.	Recommendation, intentions and announcements ....................................................................43
	7.1	Target Board Recommendation and Voting Intention .....................................................43
	7.2	Confirmation .....................................................................................................................44
8.	Target Options and Target Performance Rights ........................................................................44
9.	Exclusivity arrangements ...........................................................................................................45
	9.1	No current discussions .....................................................................................................45
	9.2	No Shop ...........................................................................................................................45
	9.3	No talk and no due diligence............................................................................................45
	9.4	Notification of approaches ...............................................................................................46

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	9.5	Exclusivity of due diligence ..............................................................................................46
	9.6	Fiduciary exception ..........................................................................................................46
	9.7	Matching Right .................................................................................................................47
	9.8	Normal provision of information .......................................................................................48
	9.9	Legal advice .....................................................................................................................48
10.	Reimbursement of Costs ............................................................................................................49
	10.1	Rationale and nature of payment .....................................................................................49
	10.2	The Target Payment ........................................................................................................49
	10.3	The Bidder Payment ........................................................................................................50
	10.4	Timing of payment of Break Fee ......................................................................................50
	10.5	Compliance with law ........................................................................................................50
	10.6	One payment only ............................................................................................................51
	10.7	No payment if Scheme Effective ......................................................................................51
	10.8	The Target’s limitation of liability ......................................................................................51
	10.9	The Bidder’s limitation of liability ......................................................................................51
	10.10 Survival ............................................................................................................................52
11.	Releases and insurance .............................................................................................................52
	11.1	Liability of directors, officers and employees ...................................................................52
	11.2	Directors and officers insurance ......................................................................................52
	11.3	Obligations in relation to directors and officers insurance ...............................................53
	11.4	Directors and officers indemnities ....................................................................................53
	11.5	Compliance with law and benefit .....................................................................................53
12.	Representations, warranties and indemnities ............................................................................53
	12.1	Representations and warranties by the Bidder ................................................................53
	12.2	The Bidder’s indemnity ....................................................................................................53
	12.3	Qualifications of the Bidder’s Warranties and the indemnity ...........................................54
	12.4	Representations and warranties by the Target ................................................................54
	12.5	Target indemnity ..............................................................................................................54
	12.6	Qualifications of the Target’s Warranties and the indemnity ...........................................54
	12.7	Notifications .....................................................................................................................54
	12.8	Status of representations and warranties ........................................................................55
	12.9	Status and enforcement of indemnities ...........................................................................55
	12.10 Necessary tense changes................................................................................................55
13.	Confidentiality and public announcements ................................................................................55
	13.1	Confidentiality Deed .........................................................................................................55
	13.2	Survival of obligations ......................................................................................................55
	13.3	Disclosure on termination of deed ...................................................................................55
	13.4	Public announcements .....................................................................................................55
14.	Termination ................................................................................................................................56
	14.1	Limited termination events ...............................................................................................56
	14.2	Termination by Bidder ......................................................................................................56
	14.3	Termination by Target ......................................................................................................57
	14.4	Effect of termination .........................................................................................................57
	14.5	Remedies .........................................................................................................................58
15.	GST ............................................................................................................................................58
	15.1	Interpretation ....................................................................................................................58
	15.2	GST exclusive ..................................................................................................................58
	15.3	Reimbursements and similar payments ...........................................................................58
	15.4	GST payable ....................................................................................................................58
16.	Notices .......................................................................................................................................59
	16.1	Giving notice ....................................................................................................................59
	16.2	How notice is given ..........................................................................................................59
	16.3	Deemed service ...............................................................................................................59
	16.4	Target address .................................................................................................................59
	16.5	Bidder address .................................................................................................................60
	16.6	Change of address ...........................................................................................................60
17.	Governing law and jurisdiction ...................................................................................................60

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	17.1 Governing law ..................................................................................................................60
	17.2 Jurisdiction .......................................................................................................................60
18.	Miscellaneous .............................................................................................................................60
	18.1 Exercise rights .................................................................................................................60
	18.2 Legal effect ......................................................................................................................61
	18.3 Merger ..............................................................................................................................61
	18.4 Moratorium legislation ......................................................................................................61
	18.5 No assignment .................................................................................................................61
	18.6 Costs ................................................................................................................................61
	18.7 Remedies cumulative .......................................................................................................61
	18.8 Severability ......................................................................................................................61
	18.9 Further assurance ............................................................................................................61
	18.10 Taxes ...............................................................................................................................61
	18.11 Time .................................................................................................................................62
	18.12 Variation ...........................................................................................................................62
	18.13 Waiver ..............................................................................................................................62
	18.14 Counterparts ....................................................................................................................62
	18.15 Whole agreement .............................................................................................................62
Schedule 1 - The Bidder Warranties 63
Schedule 2 – The Target Warranties 66
Schedule 3 - Indicative Timetable 72
Schedule 4 – Tenements 73
Schedule 5 - Target Capital Structure 75
Attachment 1 - Scheme of Arrangement ............................................................................................... 79
Attachment 2 - Deed Poll ....................................................................................................................... 80

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Date

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Parties

Essential Metals Limited ABN 44 103 423 981 ( Target ) of Level 3, 1292 Hay Street, West Perth WA 6005

Develop Global Limited ABN 28 122 180 205 ( Bidder ) of 234 Railway Parade, West Leederville WA 6002

Background

A. The Bidder proposes that it will acquire all of the Scheme Shares pursuant to a scheme of arrangement under Part 5.1 of the Corporations Act between the Target and Scheme Shareholders.
B. The Target has agreed to propose the Scheme and issue the Scheme Booklet at the request of the Bidder, and the Target and the Bidder have agreed to implement the Scheme on the terms and conditions of this deed.

This deed witnesses as follows

1. Definitions and interpretation

1.1 Definitions

In this deed:

Agreed Announcement means the joint announcement and presentation in Agreed Form.

Agreed Budget means the forecast operational budget for the Target Group prepared by the Target in Agreed Form.

Agreed Form means the form of a document agreed contemporaneously with this deed and initialled or confirmed by email exchange for the purpose of identification.

Announcement Date means:

(a) the Execution Date; or
(b) if the Execution Date is not a Trading Day, the first Trading Day immediately following the Execution Date.

ASIC means the Australian Securities and Investments Commission.

Associates has the meaning given in section 12 of the Corporations Act.

ASX means ASX Limited (ABN 98 008 624 691) or, where the context requires, the financial market operated by it known as the “Australian Securities Exchange”.

Authorised Officer of a party which is a corporation means:

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(a) an employee of the party whose title contains either of the words Director or Company Secretary;

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(b) a person performing the function of any of them;
(c) a solicitor acting on behalf of the party; or
(d) a person appointed by the party to act as an Authorised Officer for the purposes of this deed and notified to the others.

Beneficiary means a present or former director or officer of the Target Group in respect of whom the Policy applies.

Bidder Counter Proposal has the meaning given in clause 9.7.

Bidder Disclosure Letter means the letter (if any) executed by the Bidder and given to the Target by the date of this deed.

Bidder Due Diligence Materials means:

(a) all information and documents provided to the Target by or on behalf of the Bidder by the Bidder prior to the date of this deed; and
(b) the questions raised by the Target during the due diligence process and the responses given to those questions given by or on behalf of the Bidder prior to the date of this deed (as per the documents provided by the Bidder).

Bidder Executive Team means Bill Beament and Ben MacKinnon.

Bidder Group means the Bidder and each of its Related Bodies Corporate.

Bidder Indemnified Party means the Bidder and its Related Bodies Corporate and their respective directors, officers and employees.

Bidder Information means:

(a) all information regarding the Bidder or the Bidder Group as is required to be included in the Scheme Booklet by:
(1) the Corporations Act and the Corporations Regulations 2001 (Cth);
(2) ASIC policy (including the Regulatory Guides); and
(3) all other applicable laws; and
(b) the Merged Entity Information; and
(c) any other information that the Target and the Bidder agree is Bidder Information,

in each case, that is provided by the Bidder to the Target in writing for inclusion in the Scheme Booklet, but excluding:

(d) the Independent Expert’s Report and any statement on the letterhead of the Target’s tax adviser of the Tax consequences of the Scheme and related matters for Target Shareholders as may be included in the Scheme Booklet; and
(e) any information provided by the Target to the Bidder or obtained by the Bidder from an announcement made by the Target to ASX or from a publicly available document lodged by it with ASIC.

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Bidder Material Adverse Change means any event, matter, change or circumstance occurring, discovered or announced between the date of this deed and the Delivery Time (including any action taken by a Regulatory Authority) which, whether individually or when aggregated with all such events, matters, changes, or circumstances or things of a like kind has had or will have (after taking into account any matter which offsets the impact of the event, change or circumstance and in each case other than those events, changes or circumstances) a material adverse effect on the Bidder Group, other than those events, changes or circumstances:

(a) contemplated or required to be done by the Bidder under the Transaction Documents (or reasonably necessary to the foregoing);
(b) where the Bidder has first consulted in writing with the Target in relation to the matter and the Target has, acting reasonably, approved the proposed matter or has not objected to the proposed matter in writing within 5 Business Days of having been so consulted;
(c) done or not done at the written request of the Target, including any consequences arising as a result of such matters;
(d)
that have been Disclosed by the Bidder prior to the date of this deed; or
(e) resulting from:
(1) a change in:
- (A) any legislation or regulation (including any generally accepted accounting principles or the interpretation of them), any judicial or administrative interpretation of the law or any practice or policy of a Regulatory Authority (whether or not retrospective in effect);
- (B) general industry, regulatory, political, market or economic conditions; or
- (C) commodity prices and commodity market conditions; or
(f) relating to any material adverse change or disruption to existing financial markets or economic conditions of Australia, the United Kingdom, the United States of America, Hong Kong or Singapore; or
(g) any outbreak or escalation of war or major hostilities, act of terrorism, an act of God, lightning, storm, flood, fire, earthquake or explosion, cyclone, tidal wave, landslide, or adverse weather conditions.

Bidder Nominee has the meaning given in clause 2.3.

Bidder Payment means the amount of $1.53 million (representing the amounts referred to in clause 10.1(d) in respect of the Target).

Bidder Prescribed Occurrence means the occurrence of any of the following events:

(a) the Bidder converting all or any of its securities into a larger or smaller number of securities;
(b) the Bidder resolving to reduce its share capital in any way or resolving to re-classify, combine, split, redeem or re-purchase directly or indirectly any of its shares;
(c) the Bidder;
(1) entering into a buy-back agreement; or

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(2) resolving to approve the terms of a buy-back agreement under the Corporations Act;

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(d) the Bidder issuing shares, or granting an option or a performance right over its shares or agreeing to make such an issue or grant such an option or a performance right (other than the issue of Bidder Shares under the Capital Raising, the issue of Bidder Performance Rights or options to employees in accordance with the Bidder’s ordinary practice, or upon exercise or vesting of Bidder Performance Rights or Bidder Options or as Disclosed);
(e) the Bidder issuing, or agreeing to issue, convertible notes;
(f) the Bidder agreeing to pay, declaring or paying a dividend or any other form of distribution of profits or return of capital to its members;
(g) the Bidder or any other member of the Bidder Group disposing of the whole, or a substantial part of the business or property of the Bidder Group (taken as a whole), other than in respect of any disposal of mining fleet in the ordinary course of business;
(h) the Bidder or any other member of the Bidder Group creating, or agreeing to create, any Encumbrance over any of its business or property other than in the ordinary course of business; or
(i) an Insolvency Event occurring in relation to the Bidder,

other than an event:

(j) required by law or a Regulatory Authority;
(k) contemplated or required to be done by the Bidder under the Transaction Documents (or reasonably necessary to the foregoing);
(l) where the Bidder has first consulted in writing with the Target in relation to the matter and the Target has, acting reasonably, approved the proposed matter or has not objected to the proposed matter in writing within 5 Business Days of having been so consulted; or
(m) that has been Disclosed by the Bidder prior to the date of this deed.

Bidder Shares means a fully paid ordinary share in the capital of the Bidder.

Bidder Warranties means the representations and warranties made by the Bidder set out in Schedule 1.

Business Day means a day that is not a Saturday, Sunday or public holiday and on which banks are open for business generally in Perth, Western Australia.

Capital Raising means the proposed placement and entitlement offer of new Bidder Shares to raise up to $50 million (before costs), as referred to in the Agreed Announcement.

Competing Proposal means any expression of interest, proposal, offer, transaction, agreement or arrangement, which, if implemented substantially in accordance with its terms, would result in a Third Party (either alone or together with any Associate, directly or indirectly):

(a) acquiring, becoming the holder of, or otherwise having a right to acquire, or obtaining a legal, beneficial or economic interest in, or control of, all or a substantial part of the business, assets or undertakings of the Target Group;
(b) acquiring Control of the Target;

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(c) acquiring or having a right to acquire a Relevant Interest in a legal, beneficial or economic interest in (including by way of equity swap, contract for difference or similar transaction or arrangement), or control of, 20% or more of any Target Shares;
(d) otherwise directly or indirectly acquiring, being stapled to, or merging with the Target; or
(e) requiring the Target to abandon or otherwise fail to proceed with the Transaction,

whether by way of takeover bid, members’ or creditors’ scheme of arrangement, reverse takeover, shareholder approved acquisition, capital reduction, buy back, sale or purchase of shares, other securities or assets, assignment of assets and liabilities, incorporated or unincorporated joint venture, dual-listed company (or other synthetic merger), deed of company arrangement, any debt for equity arrangement, recapitalisation, refinancing or other transaction or arrangement.

For the avoidance of doubt, each successive material modification or variation of any proposed, agreement, arrangement or transaction in relation to a Competing Proposal will constitute a new Competing Proposal.

Confidentiality Agreement means the confidentiality agreement entered into on 7 June 2023 between the Target and the Bidder.

Conditions means each condition specified in clause 3.1.

Control has the meaning given in the Corporations Act.

Controller has the meaning given to it in section 9 of the Corporations Act.

Corporations Act means the Corporations Act 2001 (Cth).

Court means the Supreme Court of Western Australia and the Federal Court of Australia (sitting in Perth) or such other court of competent jurisdiction under the Corporations Act as the Target and the Bidder agree in writing.

Deed of Release means a deed of release to be executed by each Director of the Target and each Subsidiary (among others), in Agreed Form.

Deed Poll means a deed poll to be executed by the Bidder (and the Bidder Nominee, if a Bidder Nominee is nominated by the Bidder) in favour of the Scheme Shareholders, substantially in the form set out in Attachment 1 or in such other form as the Target and the Bidder agree in writing.

Delivery Time means 8:00 am on the Second Court Date.

Disclosed means fairly disclosed:

(a) by either party to the other prior to the date of this deed in the Bidder Due Diligence Materials, Target Due Diligence Materials, Bidder Disclosure Letter or the Target Disclosure Letter (as the context permits or requires); or
(b) in documents that were publicly available prior to the date of this deed, including from any announcement made by the Target or the Bidder on ASX, public filings of the Target or the Bidder with ASIC, in records maintained by the PPS Register, in searches of public records as to the Tenements maintained by DMIRS or in records maintained by relevant Courts.

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Duty means any stamp, transaction or registration duty or similar charge imposed by any Regulatory Authority and includes any interest, fine, penalty, charge or other amount imposed in respect of any of them, but excludes any Tax.

Effective means, when used in relation to the Scheme, the coming into effect, under section 411(10) of the Corporations Act, of the order of the Court made under section 411(4)(b) in relation to the Scheme.

Effective Date means the date on which the Scheme becomes Effective in accordance with section 411(10) of the Corporations Act.

Encumbrance means a mortgage, charge, pledge, lien, encumbrance, security interest, title retention, preferential right, trust arrangement, contractual right of set-off, or any other security agreement or arrangement in favour of any person, whether registered or unregistered, including any Security Interest.

End Date means 30 November 2023 or such other date agreed between the parties in writing.

External Administrator means an administrator, Controller, trustee, provisional liquidator, liquidator or any other person holding or appointed to an analogous office or acting or purporting to act in an analogous capacity.

Exclusivity Period means the period commencing on the Execution Date and ending on the earliest of:

(a) the End Date;
(b) the date this deed is terminated in accordance with its terms; and
(c) the Implementation Date.

Execution Date means the date of this deed.

First Court Date means the first day of the hearing of an application made to the Court for an order pursuant to section 411(1) of the Corporations Act convening the Scheme Meeting or, if the hearing of such application is adjourned or subject to appeal for any reason, means the first day of the adjourned hearing.

First Court Hearing means the hearing at which an application is made to the Court for an order under section 411(1) of the Corporations Act approving the convening of the Scheme Meeting is heard or, if the application is adjourned or subject to appeal for any reason, the day on which the adjourned application is heard.

Foreign Acquisitions and Takeovers Act means the Foreign Acquisitions and Takeovers Act 1975 (Cth).

Implementation Date means the date that is 5 Business Days after the Record Date or such other date as the Target and the Bidder agree in writing (acting reasonably, taking account of ASX requirements) or as ordered by the Court.

Impugned Amount has the meaning given in clause 10.5.

Independent Expert means the independent expert to be engaged by the Target to prepare the Independent Expert’s Report and to express an opinion on whether the Scheme is in the best interests of Target Shareholders.

Independent Expert’s Report means the report (including the initial report and any update, revision, amendment, addendum or supplementary report) from the Independent Expert in respect of whether the Scheme is in the best interests of Target Shareholders.

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Indicative Timetable means the timetable contained in Schedule 3 or as otherwise may be agreed in writing by the Bidder and the Target, acting reasonably.

Ineligible Foreign Holder means any Scheme Shareholder whose address shown on the Target Share Register as at the Record Date is in a place outside Australia or New Zealand, unless no less than three Business Days before the Scheme Meeting, the Target and the Bidder agree in writing that it is lawful and not unduly onerous or unduly impracticable to issue that Target Shareholder with New Bidder Shares when the Scheme becomes Effective.

Insolvency Event means:

(a) in relation to any corporation:
(1) its Liquidation;
(2) an External Administrator is appointed in respect of the corporation or any of its property;
(3) the corporation ceases or threatens to cease to carry on its business;
(4) the corporation being deemed to be, or stating that it is, unable to pay its debts when they fall due;
(5) any other ground for Liquidation or the appointment of an External Administrator occurs in relation to the corporation;
(6) the corporation resolves to enter into Liquidation; or
(7) an application being made which is not dismissed or withdrawn within ten Business Days for an order, resolution being passed or proposed, a meeting being convened or any other action being taken to cause or consider anything described in paragraphs (1) to (6) (inclusive) above;
(b) in relation to an individual, that person becoming an insolvent under administration as defined in section 9 of the Corporations Act; and
(c) in relation to any person, anything analogous to or having a similar effect to anything described above in this definition under the law of any relevant jurisdiction.

Intellectual Property Rights means any and all intellectual property rights whether or not filed, perfected, registered or recorded and whether now or later existing, filed, registered, issued or acquired, including all renewals, in any country of the world, and whether conferred by statute, common law or equity, including rights in respect of:

(a) patents, inventions, designs, trade marks (including trade names) and service marks and any applications for, or rights to apply for, registration of any patent, design, trade mark or service mark;
(b) personality rights (if applicable), copyright, copyright registrations and copyright applications, copyright in copyrightable works and related rights (including copyright in software, websites, databases, documents, artistic works, musical works, dramatic works and advertising and other promotional materials, and audio-visual works or productions, including films, broadcasts, sound recordings and formats (and in particular all those produced or in development intended for television, radio, cinema or the web and for other broadcasting platforms as well as commercials and any other programs));
(c) all rights to have information (including trade secrets, manufacturing and production processes and techniques, research and development information, financial, marketing

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and business data, pricing and cost information, business and marketing plans, know-how, operating procedures and technical information, data base and data collections) kept confidential.

Liquidation means:

(a) a winding up or liquidation (whether voluntary or involuntary), provisional liquidation, dissolution, bankruptcy or other analogous proceeding; or
(b) an arrangement, assignment, composition or moratorium with or for the benefit of creditors or any class or group of creditors (including an administration or arrangement under part 5.3A of the Corporations Act).

Listing Rules means the Official Listing Rules of ASX as amended from time to time.

Merged Entity Information means the information regarding the merged Bidder / Target groups following implementation of the Scheme, including any pro forma financial information relating to the merged Bidder / Target group contained in the Scheme Booklet and the adjustments made to the relevant historical financial information to generate such pro forma financial information, other than any information provided by the Target to the Bidder or obtained from the Target’s public filings on the ASX regarding the Target Group contained in, or used in the preparation of such information.

Native Title Act means the Native Title Act 1993 (Cth).

Native Title Claims means either:

(a) any claim, application or proceeding in respect of Native Title Rights which is accepted by the Native Title Tribunal or the Registrar thereof pursuant to the Native Title Act in relation to Native Title Interests; or
(b) any claim, application or proceeding in respect of Native Title Interests.

Native Title Interests includes those rights, interests and statutory protections of and relating to Aboriginal persons or the protection of Aboriginal heritage as set out in the Aboriginal Heritage Act 1972 (WA), the Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth) or the Environmental Protection and Biodiversity Conservation Act 1999 (Cth).

Native Title Rights has the same meaning as the expressions “native title” or “native title rights and interests” as defined in section 223(1) of the Native Title Act and includes Native Title Interests.

New Bidder Shares means a Bidder Share to be issued under the Scheme.

Non-electing Small Shareholder means a Small Shareholder who has not provided the Target Share Registry with an Opt-In Notice in accordance with the terms of the Scheme .

Opt-in Notice means a notice by a Small Shareholder requesting to receive the Scheme Consideration as New Bidder Shares.

Option Cancellation Deed means the option cancellation deeds (in Agreed Form) incorporating the proposed Option Consideration set out in Schedule 5 entered into between the Bidder, Target and the Target Optionholders under which, subject to the Target obtaining a requisite ASX waiver of Listing Rule 6.23.2 to cancel the Target Options and the Scheme becoming Effective, the parties agree to cancel all Target Options held by each Target Optionholder, with effect on the Implementation Date.

Pioneer Dome Lithium Project means the project located approximately 60km to the north of Norseman and 130km to the south of Kalgoorlie in the Eastern Goldfields region of Western

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Australia, including the Tenements listed in Schedule 4 under that heading, any future tenements or interests acquired in substitution for or on conversion of those Tenements, together with any and all rights and interests (including under contracts) relating to or benefitting those Tenements.

Policy means the Target Group directors’ and officers’ insurance policy in effect at the date of this deed.

Recommendation has the meaning in clause 7.1(b)(1).

Record Date means 5.00pm on the second Business Day following the Effective Date, or such other date agreed in writing between the Bidder and the Target.

Regulator’s Draft has the meaning given to that term in clause 4.2(f).

Regulatory Authority means:

(a) any government or local authority, any department, minister or agency of any government and any other governmental, administrative, fiscal, monetary or judicial body; and
(b) any other authority, agency, commission or similar entity having powers or jurisdiction under any law or regulation or the listing rules of any recognised stock or securities exchange.

Regulatory Guides means all regulatory guides published by ASIC and in force at the date of this deed.

Regulatory Review Period means the period from the date on which the Target provides the Regulator’s Draft to ASIC to the date on which ASIC provides a letter indicating whether or not it proposes to appear to make submissions, or will intervene to oppose the Scheme, when the application made to the Court for orders under section 411(1) of the Corporations Act convening the Scheme Meeting is heard.

Related Body Corporate has the meaning given to that term in section 50 of the Corporations Act.

Relevant Employee means any executive or member of management of the Target Group whose annual base salary exceeds $200,000 per annum.

Relevant Interest has the meaning given to that term in the Corporations Act.

Representatives means, in relation to a party, the directors, officers, employees, professional advisers (including financiers, financial advisers, corporate advisers, legal advisers or technical or other expert advisers or consultants) and agents of the party or of its Related Bodies Corporate.

Run Off Cover has the meaning given to that term in clause 11.2(a)(1).

Sale Agent means a person appointed by the Target and the Bidder to sell the Bidder Shares that would otherwise be issued to or for the benefit of Ineligible Foreign Holders and Nonelecting Small Shareholders under the terms of the Scheme.

Sale Proceeds means the proceeds of the sale referred to in clause 5.2 after the Sale Agent or the Bidder (as applicable) has deducted any applicable brokerage, foreign exchange, stamp duty and other selling costs, taxes and charges.

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Scheme means a scheme of arrangement under Part 5.1 of the Corporations Act between the Target and the Scheme Shareholders substantially in the form set out in Attachment 1 or in such other form as the Target and the Bidder agree in writing.

Scheme Booklet means the Scheme Booklet to be prepared by the Target pursuant to section 412 of the Corporations Act in respect of the Scheme in accordance with the terms of this deed and to be despatched to Target Shareholders.

Scheme Consideration means the consideration to be provided by the Bidder to each Scheme Shareholder (other than an Ineligible Foreign Holder and Non-electing Small Shareholder) for the transfer of each Scheme Share under the Scheme, being, 1 New Bidder Share for every 6.18 Scheme Shares held by a Scheme Shareholder.

Scheme Implementation Deed or Deed means this deed.

Scheme Meeting means the meeting of Target Shareholders to be convened pursuant to section 411(1) of the Corporations Act to consider and, if thought fit, to approve the Scheme and includes any meeting convened following any adjournment or postponement of that meeting.

Scheme Resolution means the resolution to be put to Target Shareholders to approve the Scheme at the Share Scheme Meeting.

Scheme Share means a Target Share on issue as at the Record Date, other than any Target Shares held by the Bidder as at the Record Date.

Scheme Shareholder means each person registered in the Target Share Register as the holder of one or more Scheme Shares as at the Record Date.

Second Court Date means the first day of the hearing of an application made to the Court for an order pursuant to section 411(4)(b) of the Corporations Act approving the Scheme or, if the hearing of such application is adjourned or subject to appeal for any reason, means the first day of the adjourned hearing or appeal.

Second Court Hearing means the hearing at which the application made to the Court for an order pursuant to section 411(4)(b) of the Corporations Act approving the Scheme is heard or, if the application is adjourned for any reason, the adjourned hearing.

Security Interest has the meaning given in section 12 of the Personal Property Securities Act 2009 (Cth).

Share Splitting means the splitting by a holder of Target Shares into two or more parcels of Target Shares whether or not it results in any change in beneficial ownership of the Target Shares.

Small Shareholder means a Scheme Shareholder (other than an Ineligible Foreign Holder) who based on their holding of Scheme Shares on the Record Date, would on implementation of the Scheme, be entitled to receive less than a marketable parcel (as that term is defined in the Listing Rules) of New Bidder Shares (assessed by reference to the last traded price of Bidder Shares on ASX on the trading day prior to the Record Date) as Scheme Consideration.

Subsidiary has the meaning given to that term in section 9 of the Corporations Act.

Superior Proposal means a bona fide Competing Proposal which the Target Board, acting in good faith and after receiving advice from external legal advisers, considers to be:

(a) reasonably capable of being completed; and
(b) more favourable to Target Shareholders than the Scheme,

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in each case taking into account all aspects of the Competing Proposal,

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including the terms and conditions of the Competing Proposal, the price and financial value of the Competing Proposal, timing considerations and any other matters relevant to the Competing Proposal being contemplated.

Takeovers Panel means the Takeovers Panel constituted under the Australian Securities and Investments Commission Act 2001 (Cth).

Target Board means the board of directors of the Target and Target Board Member means any director of the Target comprising part of the Target Board.

Target Disclosure Letter means the letter (if any) executed by the Target and given to the Bidder by the date of this deed.

Target Due Diligence Materials means:

(c) all information and documents provided to the Bidder by or on behalf of the Target by the Target prior to the date of this deed; and
(d) the questions raised by the Bidder during the due diligence process and the responses given to those questions given by or on behalf of the Target prior to the date of this deed (as per the documents provided by the Target).

Target Executive Team means Timothy Spencer and Greg Fitzgerald.

Target Group means the Target and each of its Related Bodies Corporate.

Target Indemnified Parties means the Target and its Related Bodies Corporate and their respective directors, officers and employees.

Target Information means all information included in the Scheme Booklet, other than the Bidder Information, the Independent Expert's Report and any statement on the letterhead of the Target’s tax adviser of the tax consequences of the Scheme and related matters for Target Shareholders as may be included in the Scheme Booklet.

Target IP means all Intellectual Property Rights owned by the Target Group.

Target Long Term Incentive Plan means the "Equity Incentive Plan" operated by the Target from time to time.

Target Material Adverse Change means any event, matter, change or circumstance occurring, discovered or announced between the date of this deed and the Delivery Time (including any action taken by a Regulatory Authority) which, whether individually or when aggregated with all such events, matters, changes, or circumstances or things of a like kind has had or will have (after taking into account any matter which offsets the impact of the event, change or circumstance and in each case other than those events, changes or circumstances):

(a) a material adverse effect on the Target Group’s interest in the Tenements or the ability of the Target Group to exploit its interest in the Tenements as currently held at the date of this deed; or
(b) the effect of diminishing the consolidated net assets of the Target Group by at least 20% compared to the consolidated net assets of the Target as at 31 December 2022;

other than those events, changes or circumstances:

(c) contemplated or required to be done by the Target under the Transaction Documents (or reasonably necessary to the foregoing);

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(d) where the Target has first consulted in writing with the Bidder in relation to the matter and the Bidder has, acting reasonably, approved the proposed matter or has not objected to the proposed matter in writing within 5 Business Days of having been so consulted;
(e) done or not done at the written request of the Bidder, including any consequences arising as a result of such matters;
(f) that have been Disclosed by the Target prior to the date of this deed; or
(g) resulting from:
(1) the actual or anticipated change of control of the Target contemplated by the Transaction; or
(2) a change in:
- (A) any legislation or regulation (including any generally accepted accounting principles or the interpretation of them), any judicial or administrative interpretation of the law or any practice or policy of a Regulatory Authority (whether or not retrospective in effect);
- (B) general industry, regulatory, political, market or economic conditions; or
- (C) commodity prices and commodity market conditions; or
(h) relating to any material adverse change or disruption to existing financial markets or economic conditions of Australia, the United Kingdom, the United States of America, Hong Kong or Singapore; or
(i) any outbreak or escalation of war or major hostilities, act of terrorism, an act of God, lightning, storm, flood, fire, earthquake or explosion, cyclone, tidal wave, landslide, or adverse weather conditions.

Target Options means options to subscribe for Target Shares, as set out in Schedule 5.

Target Optionholder means each person who is registered in the Target Option Register as the holder of a Target Option.

Target Option Register means the register of option holders of the Target maintained in accordance with the Corporations Act.

Target Payment means the amount of $1.53 million (representing the amounts referred to in clause 10.1(d) (in respect of the Bidder).

Target Performance Rights means 3,368,235 unquoted performance rights granted pursuant to the Target Long Term Incentive Plan, and any further performance rights granted which have been disclosed in the Target Disclosure Letter.

Target Prescribed Occurrence means the occurrence of any of the following events:

(a) the Target converting all or any of its securities into a larger or smaller number of securities;
(b) the Target resolving to reduce its share capital in any way or resolving to re-classify, combine, split, redeem or re-purchase directly or indirectly any of its shares;
(c) the Target;

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(1) entering into a buy-back agreement; or

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(2) resolving to approve the terms of a buy-back agreement under the Corporations Act;
(d) the Target issuing shares, or granting an option or a performance right over its shares or agreeing to make such an issue or grant such an option or a performance right (other than the issue of Target Shares upon exercise or vesting of Target Performance Rights or Target Options, the issue of performance rights to employees as described in the Target Disclosure Letter, or as otherwise Disclosed);
(e) the Target issuing, or agreeing to issue, convertible notes or any other security convertible into shares;
(f) the Target agreeing to pay, declaring or paying a dividend or any other form of distribution of profits or return of capital to its members;
(g) the Target or any other member of the Target Group disposing of the whole, or a substantial part of the business or property of the Target Group (taken as a whole);
(h) the Target or any other member of the Target Group creating, or agreeing to create, any Encumbrance over any of its business or property other than in the ordinary course of business, other than as Disclosed; or
(i) an Insolvency Event occurring in relation to the Target,

other than an event:

(j) required by law or a Regulatory Authority;
(k) contemplated or required to be done by the Target under the Transaction Documents (or reasonably necessary to the foregoing);
(l) where the Target has first consulted in writing with the Bidder in relation to the matter and the Bidder has, acting reasonably, approved the proposed matter or has not objected to the proposed matter in writing within 5 Business Days of having been so consulted; or
(m) that has been Disclosed by the Target prior to the date of this deed.

Target Share Register means the register of members of the Target maintained by or on behalf of the Target in accordance with section 168(1) of the Corporations Act.

Target Share Registry means Automic Pty Ltd ACN 152 260 814.

Target Shareholder means each person registered in the Target Share Register as the holder of one or more Target Shares.

Target Shareholder Approval means the Scheme Resolution being passed at the Scheme Meeting by the requisite majorities of Target Shareholders under Section 411(4)(a) of the Corporations Act.

Target Shares means fully paid ordinary shares in the capital of the Target.

Target Warranties means the representations and warranties made by the Target set out in Schedule 2.

Tax means any tax, levy, excise, duty, charge, surcharge, contribution, withholding tax, impost or withholding obligation of whatever nature, whether direct or indirect, by whatever method

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collected or recovered, together with any fees, penalties, fines, interest or statutory charges in any country or jurisdiction.

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Tax Act means the Income Tax Assessment Act 1936 (Cth) or the Income Tax Assessment Act 1997 (Cth), or both as the context requires.

Taxation Administration Act means the Taxation Administration Act 1953 (Cth).

Tenements means the tenements as set out in Schedule 4.

Third Party means a person other than the Bidder, the Target, the Bidder Group or the Target Group.

Trading Day has the meaning given in the ASX Listing Rules.

Transaction means the acquisition by the Bidder of the Scheme Shares for the Scheme Consideration pursuant to the Scheme.

Transaction Documents means:

(a) this deed;
(b) the Scheme;
(c) the Deed Poll; and
(d) any other document, which the Bidder and the Target agree is necessary or desirable to be entered into for the purposes of the Scheme.

Voting Intention has the meaning in clause 7.1(b)(2).

1.2 Interpretation
(a) Unless the contrary intention appears, a reference in this deed to:
- (1) this deed or another document includes any variation or replacement of it despite any change in the identity of the parties;
- (2) one gender includes the others;
- (3) the singular includes the plural and the plural includes the singular;
- (4) a person, partnership, corporation, trust, association, joint venture, unincorporated body, Regulatory Authority or other entity includes any other of them;
- (5) an item, recital, clause, subclause, paragraph, schedule or attachment is to an item, recital, clause, subclause, paragraph of, or schedule or attachment to this deed and a reference to this deed includes any schedule or attachment;
- (6) a party includes the party’s executors, administrators, successors, substitutes (including a person who becomes a party by novation) and permitted assigns;
- (7) any statute, ordinance, code or other law includes regulations and other instruments under any of them and consolidations, amendments, re-enactments or replacements of any of them;
- (8) money is to Australian dollars, unless otherwise stated; and

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(9) a time is a reference to Perth time unless otherwise specified.

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(b) The words include, including, such as, for example and similar expressions are not to be construed as words of limitation.
(c) Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.
(d) Headings and any table of contents or index are for convenience only and do not affect the interpretation of this deed.
(e) A provision of this deed must not be construed to the disadvantage of a party merely because that party or its advisers were responsible for the preparation of this deed or the inclusion of the provision in this deed.
1.3

Business Days

(a) If anything under this deed must be done on a day that is not a Business Day, it must be done instead on the next Business Day.
(b) If an act is required to be done on a particular day, it must be done before 5.00pm on that day or it will be considered to have been done on the following day.
1.4 Parties
(a) If a party consists of more than one person, this deed binds each of them separately and any two or more of them jointly.
(b) An agreement, covenant, obligation, representation or warranty in favour of two or more persons is for the benefit of them jointly and each of them separately.
(c) An agreement, covenant, obligation, representation or warranty on the part of two or more persons binds them jointly and each of them separately.
1.5

Best and reasonable endeavours

Any provision of this deed which requires a party to use best endeavours or all reasonable endeavours to procure that something is performed or occurs or does not occur does not include any obligation to:

(a) pay any money or to provide any financial compensation, or any other incentive to or for the benefit of any person in the form of an inducement or consideration except for payment of any applicable fee for the lodgement or filing of any relevant application with any Regulatory Authority or the payment of immaterial expenses or costs, including costs of advisers, to procure the relevant thing; or
(b) commence or defend any legal action or proceeding against any person,

except, in each case, where that provision expressly specifies otherwise and, for the avoidance of doubt, that party will not breach the relevant provision requiring the use of best or all reasonable endeavours where the party does not procure that the thing is performed or occurs or does not occur as a result of matters outside the control or influence of the party.

1.6 Fairly Disclosed

A reference to an event, matter or circumstance being fairly disclosed means disclosed in sufficient detail so as to enable a reasonable and sophisticated person experienced in transactions similar to the Transaction and experienced in business similar to any business

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conducted by the Target Group (if disclosed by the Target) or the Bidder Group (if disclosed by the Bidder) to identify the nature, substance and scope of the relevant event.

Knowledge

A reference to a party being aware of certain information, having knowledge of certain information, having an awareness of certain information or to certain information being known to a party, at a particular time, is a reference to:

(a) in respect of the Bidder, a member of the Bidder Executive Team having actual knowledge or awareness of that information at the relevant time, or circumstances where a member of the Bidder Executive Team would have had actual knowledge or awareness of that information at the relevant time had they made due enquiries of people who might reasonably be expected to have knowledge or awareness of that information, but only to the extent that member of the Bidder Executive Team was employed by the Bidder at the relevant time; and
(b) in respect of the Target, a member of the Target Executive Team having actual knowledge or awareness of that information at the relevant time, or circumstances where a member of the Target Executive Team would have had actual knowledge or awareness of that information at the relevant time had they made due enquiries of people who might reasonably be expected to have knowledge or awareness of that information, but only to the extent that member of the Target Executive Team was employed by the Target at the relevant time.

2. Obligations in relation to Scheme

2.1 Target to propose Scheme
(a) The Target agrees to propose the Scheme on and subject to the terms and conditions of this deed.
(b) The Bidder agrees to assist the Target to propose the Scheme on and subject to the terms and conditions of this deed.
2.2

The Target and the Bidder to implement Scheme

The Target and the Bidder agree to implement the Scheme on and subject to the terms and conditions of this deed.

2.3 Nomination of acquirer
(a) At any time prior to 5 Business Days before the provision of the Regulator's Draft to ASIC, the Bidder may nominate a wholly owned Subsidiary of the Bidder ( Bidder Nominee ) to provide the Scheme Consideration and to which the Scheme Shares are to be transferred in accordance with the Scheme by providing a written notice which sets out the details of the Bidder Nominee to the Target.
(b) If the Bidder nominates a Bidder Nominee:
- (1) the parties must procure that the Scheme Shares transferred under the Scheme are transferred to the Bidder Nominee rather than the Bidder;
- (2) the Bidder must procure that the Bidder Nominee:
  - (A) complies with this deed as if the Bidder Nominee were a party to it in place of the Bidder; or

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(B) executes and delivers to the Target a deed poll of accession in favour of the Target under which the Bidder Nominee agrees to comply with this deed as if it were a party to it in place of the Bidder; and
(3) any such nomination will not relieve the Bidder of its obligations under this deed, including the obligation to provide the Scheme Consideration as contemplated by the terms of this deed and the Scheme (provided that the Bidder will not be in breach of this deed if it does not discharge an obligation where that obligation has been fully discharged by the Bidder Nominee).

3. Conditions precedent

3.1 Conditions

Subject to this clause 3, the Scheme will not become Effective and the obligations of the Target and the Bidder in relation to the implementation of the Scheme are not binding until each of the conditions listed in the first column of the following table are either satisfied or waived in accordance with clause 3.5:

Condition	Right to benefit and waive	Responsibility to satisfy
(a) (Scheme shareholder approval) Target Shareholders approve the Scheme by the majorities required under section 411(4)(a)(ii) of the Corporations Act;	The Target and the Bidder – Cannot be waived	The Target
(b) (Court approval of Scheme) the Court approves the Scheme in accordance with section 411(4)(b) of the Corporations Act (either conditionally and without modification or with modifications or conditions consented to by the Bidder (acting reasonably), unless such modifications or conditions are required by law, in which case Bidder consent is not required);	The Target and the Bidder – Cannot be waived	The Target
(c) (Regulatory approvals) on or before the Delivery Time, all consents, waivers, exemptions, declarations and approvals that are required by law, or by any Regulatory Authority to implement the Scheme are granted, given, made or obtained on an unconditional basis and none of those consents, waivers, exemptions, declarations or approvals have been withdrawn, amended, cancelled or revoked (or become subject to any notice, intimation or indication of intention to do any such thing). For the avoidance of doubt, this includes, but is not limited to, ASIC and ASX having issued or provided all such relief, waivers, confirmations, exemptions, consents or approvals and having done all such other	The Target and the Bidder – Cannot be waived	In respect of each agreed consent, waiver or approval, the party who has the legal obligation to obtain it

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Scheme Implementation Deed

Condition	Right to benefit and waive	Responsibility to satisfy
acts which are necessary (or which the Target and the Bidder agree are desirable, acting reasonably) to implement the Scheme and such relief, waivers, confirmations, exemptions, consents, approvals or other acts (as the case may be) remaining in full force and effect in all respects and not having been withdrawn, revoked, suspended, restricted or amended (or become subject to any notice, intimation or indication of intention to do any such thing) on or before the Delivery Time. If such consents, approvals or other acts are subject to conditions, those conditions must be acceptable to the Target and the Bidder (acting reasonably);
(d) (Option Cancellation Deeds) Before the Delivery Time, each Target Optionholder has either: (1) exercised the Target Options held by them, in accordance with their terms; (2) agreed unequivocally and irrevocably in writing to exercise the Target Options held by them, in accordance with their terms, prior to the Record Date; or (3) entered into an Option Cancellation Deed, so that all Target Options will either have lapsed, been exercised or cancelled in accordance with clause 8;	The Target	The Bidder and the Target
(e) (No restraint) no temporary restraining order, preliminary or permanent injunction or other temporary, preliminary or final order issued by any court of competent jurisdiction, no preliminary or final decision, determination, notice of objection, or order issued by any Regulatory Authority or any other legal restraint, in each case preventing any of the transactions contemplated by this deed is in effect at the Delivery Time;	The Target and the Bidder	The Target and the Bidder
(f) (Independent Expert's Report) the Independent Expert's Report concludes	The Target	The Target

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Condition	Right to benefit and waive	Responsibility to satisfy
that the Scheme is in the best interests of Target Shareholders on or before the date on which the Scheme Booklet is registered by ASIC under the Corporations Act and the Independent Expert does not change or publicly withdraw that conclusion prior to the Delivery Time;
(g) (No Target Material Adverse Change) no Target Material Adverse Change occurs before the Delivery Time;	The Bidder	The Target
(h) (No Target Prescribed Occurrence) no Target Prescribed Occurrence occurs, and the Target is not in material breach of clause 6.1, before the Delivery Time;	The Bidder	The Target
(i) (Target Warranties) the Target Warranties are true and correct in all material respects as at the time they are given or made; and	The Bidder	The Target
(j) (Bidder Warranties) the Bidder Warranties are true and correct in all material respects as at the time they are given or made.	The Target	The Bidder
(k) (No Bidder Material Adverse Change) no Bidder Material Adverse Change occurs before the Delivery Time;	The Target	The Bidder
(l) (No Bidder Prescribed Occurrence) no Bidder Prescribed Occurrence occurs, and the Bidder is not in material breach of clause 6.4, before the Delivery Time;	The Target	The Bidder

3.2 General obligations in relation to Conditions

Without prejudice to any other obligations of the Target and the Bidder under this deed, in respect of any given Condition:

(a) if one party is specified in the third column of the table in clause 3.1 opposite that Condition (or specified in respect of a particular regulatory approval in the case of the Condition in clause 3.1(c)), that party must use its reasonable endeavours to procure that the Condition is satisfied (only to the extent of the particular regulatory approval in the case of Condition in clause 3.1(c)) as soon as practicable after the date of this deed and continues to be satisfied at all times up until the last time it is to be satisfied (as the case may require);
(b) if the Target and the Bidder are both specified in the third column of the table in clause 3.1 opposite that Condition, both parties must, to the extent that it is within their respective control or influence, use their reasonable endeavours to procure that the

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Condition is satisfied as soon as practicable after the date of this deed and continues to be satisfied at all times up until the last time it is to be satisfied (as the case may require); and

(c) the Target and the Bidder must each, to the extent it is within its respective control or influence, use its reasonable endeavours to procure that there is no occurrence that would prevent the Condition being satisfied and no party shall take any action that will or is likely to hinder or prevent the satisfaction of the Condition except to the extent that such action is required to be done or procured pursuant to the Transaction Documents or is required by law.
3.3 Obligations in relation to Regulatory Approvals

Without limiting clause 3.2, to the extent that clause 3.2 requires a party to use best endeavours to procure that a regulatory consent, waiver or approval is obtained, that party must:

(a) as soon as practicable prepare and, subject to clause 3.3(b), lodge, each notice or application required to be given by that party for the purposes of procuring that the regulatory consent, waiver or approval is obtained and take all procedural steps it is responsible for as part of such consent, waiver or approval process, including responding to requests for information at the earliest practicable time and using its best endeavours to obtain such consent, waiver or approval as soon as practicable after the date of this deed;
(b) consult with the other party in advance of, and before sending, all communications with, or submissions or applications to, any Regulatory Authority relating to any regulatory consent, waiver or approval and provide the other party with a draft copy of such communications, submissions or applications as soon as practicable and consider in good faith any reasonable comments received from the other party;
(c) keep the other party informed of progress in relation to each such regulatory consent, waiver or approval and of any material matters raised by, or conditions, material actions or other arrangements proposed by, or to, any Regulatory Authority which relate to any such regulatory consent, waiver or approval; and
(d) provide copies, on a confidential basis, to the other party of all documents and other communications provided to and received from each relevant Regulatory Authority in relation to each such regulatory consent, waiver or approval (including before the date of this deed),

provided that:

(e) in relation to clause 3.3(d), the party applying for the consent, waiver or approval may withhold or redact information or documents if and to the extent that they are confidential to a Third Party;
(f) nothing in this clause 3.3 requires a party to disclose materially commercially sensitive information to the other party and so such information can be redacted; and
(g) the party applying for the consent, waiver or approval will not be prevented from taking procedural steps or communicating with or providing documents to a Regulatory Authority if the other party has not responded promptly under clause 3.3(b).

The other party must provide the applicant for a regulatory consent, waiver or approval with all assistance and information reasonably requested by the applicant in connection with the application and submissions for obtaining that consent, waiver or approval.

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3.4 Notice in relation to satisfaction or otherwise of Conditions

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Each party must:

(a) keep the other party promptly and reasonable informed of the steps it has taken and of its progress towards satisfaction of the Conditions;
(b) in relation to any Condition, promptly notify the other party in writing upon becoming aware of:
(1) the satisfaction of that Condition, in which case the notifying party must also provide reasonable evidence that the Condition has been satisfied; or
(2) any fact or circumstance that it becomes aware of which results in, or may result in, that Condition becoming incapable of satisfaction or may result in that Condition not being satisfied in accordance with its terms; and
(c) in relation to any Condition, promptly notify the other party in writing of a breach or non-satisfaction of a Condition or any occurrence or event that will prevent a Condition from being satisfied and where a party is entitled to waive that Condition upon receipt or delivery of such a notice (as applicable) that party must notify the other party in accordance with clause 3.5 as soon as reasonably practicable after receipt of that notice (and in any event before 8.00am on the Second Court Date), as to whether the party waive the breach or non-satisfaction of the Condition resulting from the occurrence or event.

3.5 Waiver and benefit of Conditions

(a) A Condition is only for the benefit of:
(1) if one party is specified in the second column of the table in clause 3.1 opposite that Condition, that party; or
(2) if both the Target and the Bidder are specified in the second column of the table in clause 3.1 opposite that Condition, both parties.
(b) In respect of the Conditions, if the Condition is specified in the second column of the table in clause 3.1 opposite that Condition as:
(1) for the benefit of one party, the Condition may be waived and may only be waived by that party by written notice to the other party;
(2) for the benefit of both the Target and the Bidder, the Condition may be waived and may only be waived by written agreement between the parties; or
(3) for the benefit of both the Target and the Bidder, but expressed as “Cannot be waived”, that Condition cannot be waived.
(c) A party entitled to waive or agree to waive a Condition under this clause 3.5 may do so in its absolute discretion subject to the provision of written notice to the other party.
(d) If a party waives the breach or non-satisfaction of any Condition, that waiver will not preclude it from suing the other party for any breach of this deed including a breach that resulted in the non-satisfaction of the Condition that was waived.
(e) Waiver of a breach or non-satisfaction in respect of one Condition does not constitute:
(1) a waiver of breach or non-satisfaction of any other Condition resulting from the same event; or

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(2) a waiver of breach or non-satisfaction of that Condition resulting from any other event.

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3.6 Consultation on failure of Conditions

If:

(a) there is a breach or non-satisfaction of a Condition which is not satisfied or waived (where capable of waiver) in accordance with this deed by the time or date specified in this deed for the satisfaction of the Condition (or by the End Date, if no such time and date is specified);
(b) there is an act, failure to act, event or occurrence which will, or which either party becomes aware will, prevent a Condition being satisfied by the time or date specified in this deed for the satisfaction of the Condition (or by the End Date if no such time and date is specified) (and the breach or non-satisfaction of the Condition which would otherwise occur has not already been waived in accordance with this deed); or
(c) the Scheme has not become Effective by the End Date,

then either party may give the other party written notice ( Consultation Notice ) requiring the Target and the Bidder to consult, acting reasonably and in good faith, with a view to determining whether:

(d) to extend the relevant time for satisfaction of the Condition or to adjourn or change the date of an application to the Court;
(e) the Transaction may proceed by way of an alternative means or methods to as to achieve an outcome that is:
(1) commercially substantially the same as the Scheme; and
(2) no less favourable to Target Shareholders than would result from the implementation of the Scheme;
(f) to extend the End Date; or
(g) do all, or any combination of, the matters listed in clauses 3.6(d) to 3.6(f) (inclusive).

3.7 Failure to agree

If the Target and the Bidder are unable to reach an agreement under clause 3.6 within 5 Business Days after the delivery of the Consultation Notice (or any shorter period ending at 5.00pm on the Business Day before the Second Court Date) then, after expiry of such period and in each case before the Delivery Time:

(1) subject to clauses 3.7(2) and 3.8, either party may terminate this deed by writing to the other party; or
(2) if a Condition may be waived and exists for the benefit of one party only, that party may only waive that Condition or terminate this deed by writing to the other party.

For the avoidance of any doubt, nothing in this clause 3.7 affects the obligation of the Target to pay the Target Payment or the obligation of Bidder to pay the Bidder Payment (in each case, if it is required to do so under clause 10).

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3.8 Exception

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A party will not be entitled to terminate this deed pursuant to clause 3.7 if the relevant Condition has not been satisfied or agreement cannot be reached as a result of:

(a) a breach of this deed by that party; or
(b) a deliberate act or omission of that party for the purpose of frustrating satisfaction of the Condition.

4. Implementation of the Scheme

4.1 Scheme and Timetable
(a) The Target must use its best endeavours to propose the Scheme to Target Shareholders on and subject to the terms and conditions of this deed and the Scheme.
(b) Each party must use its reasonable endeavours to give effect to the Scheme in accordance with the Indicative Timetable, subject to this deed and in compliance with their respective obligations, powers and duties under this deed, their constituent documents and all applicable laws and the proper performance by the directors of Bidder and Target of their fiduciary duties.
(c) The Target must not consent to any modification of, or amendment to, or the making or imposition by the Court of any condition in respect of, the Scheme without the prior written consent of the Bidder (such consent not to be unreasonably withheld or delayed).
(d) The parties must each use their reasonable endeavours to comply with their respective obligations under this deed, and take all necessary steps and exercise all rights necessary to implement the Transaction, in accordance with the Indicative Timetable.
(e) Failure by a party to meet any timeframe or deadline set out in the Indicative Timetable will not constitute a breach of this clause to the extent that such failure is due to circumstances and matters outside of the party’s control or due to the Target taking or omitting to take any action in response to a Competing Proposal as permitted or contemplated by this deed.
(f) Each party must keep the other informed about their progress against the Indicative Timetable and notify each other if it believes that any of the dates in the Indicative Timetable are not achievable.
(g) The extent that any of the dates or timeframes set out in the Indicative Timetable become not achievable due to matters outside of a party’s control, the parties will consult in good faith to agree to any necessary extension to ensure such matters are completed within the shortest possible timeframe.

4.2 Target’s obligations

The Target must take all steps reasonably necessary to implement the Scheme as soon as reasonably practicable after the date of this deed in accordance with the Timetable (and must consult with Bidder on a regular basis about its progress in that regard), and do each of the following:

(a) ( Agreed Announcement ) make the public announcement in the form of the Agreed Announcement on the Announcement Date (which must contain the Recommendation);

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(b) ( Scheme Booklet ) as soon as reasonably practicable after the date of this deed, prepare the Scheme Booklet (excluding the Bidder Information and the Independent Expert's Report) in accordance with all applicable laws;
(c) ( Recommendation ) include in the Scheme Booklet a statement by the Target Board:
(1) unanimously recommending that Target Shareholders vote in favour of the Scheme in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interest of Target Shareholders; and
(2) that each Target Board Member will (subject to the same qualifications as set out in clause 7.1(b)(3) to 7.1(b)(6) vote, or procure the voting of, any Target Shares in which they have a Relevant Interest at the time of the Scheme Meeting in favour of the Scheme at the Scheme Meeting,

unless there has been a withdrawal, adverse change, adverse modification or adverse qualification of recommendation in circumstances permitted by this deed;

(d) ( Consult with the Bidder in relation to the Scheme Booklet ) consult with the Bidder as to the content and presentation of the Scheme Booklet (noting that the Target has ultimate discretion with respect to the preparation, content and presentation of the Scheme Booklet other than as expressly provided in this deed) including:
(1) providing to the Bidder drafts of the Scheme Booklet and the Independent Expert’s Report for the purpose of enabling the Bidder and its Representatives to review and comment on those draft documents (in relation to the Independent Expert’s Report, the Bidder’s review is to be limited to a factual accuracy review);
(2) allowing the Bidder and its Representatives a reasonable opportunity to review and make comments on the draft Scheme Booklet;
(3) taking any reasonable comments made by the Bidder and its Representatives into account in good faith when producing a revised draft of the Scheme Booklet;
(4) providing to the Bidder a revised draft of the Scheme Booklet within a reasonable time before the Regulator’s Draft is finalised and to enable the Bidder to review the Regulator’s Draft before the date of its submission; and
(5) obtaining the Bidder's written consent to the inclusion of the Bidder Information (including in respect of the form and context in which the Bidder Information appears in the Scheme Booklet) (which consent must not be unreasonably withheld or delayed);
(e) ( Independent Expert ) promptly appoint the Independent Expert (if the Independent Expert has not been appointed prior to the date of this deed), and promptly provide all assistance and information reasonably requested by the Independent Expert in connection with the preparation of the Independent Expert’s Report (and any update to such report) for inclusion in the Scheme Booklet;
(f) ( Target Board Approval of Regulator’s Draft Scheme Booklet ) procure that a meeting of the Target Board is convened to approve the near final draft of the Scheme Booklet ( Regulator’s Draft ) to be provided to ASIC for its review;
(g) ( ASIC review of Regulator’s Draft Scheme Booklet ) as soon as reasonably practicable and no later than 14 days before the First Court Date, provide to ASIC the

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Regulator’s Draft, for its review and approval for the purposes of section 411(2) of the Corporations Act and:

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(1) liaise with ASIC as necessary and to the extent reasonably practicable during the Regulatory Review Period; and
(2) keep the Bidder reasonably informed in relation to any matters raised by ASIC or ASX in connection with the Regulator’s Draft or the Scheme and use reasonable endeavours to take into consideration any comments made by the Bidder and its Representatives in relation to resolving any such matters raised by ASIC or ASX;
(h) ( ASIC statements ) apply to ASIC for the production of:
(1) ( No appearance ) a letter stating that ASIC does not intend to appear at the First Court Hearing; and
(2) ( No objection ) a letter stating that, pursuant to section 411(17)(b) of the Corporations Act, ASIC has no objection to the Scheme;
(i) ( Court documents ) prepare all documents necessary for the Court proceedings relating to the Scheme in accordance with all applicable laws and provide the Bidder with copies of those documents and consider in good faith, for the purpose of amending drafts of those documents, comments from the Bidder and its Representatives on those documents;
(j) ( First Court Hearing ) lodge all documents with the Court and take all other reasonable steps to ensure that an application is heard by the Court for an order under section 411(1) of the Corporations Act directing the Target to convene the Scheme Meeting;
(k) ( Target Board Approval of Scheme Booklet for registration ) if the Court directs the Target to convene the Scheme Meeting, in accordance with section 412(6) of the Corporations Act, procure that a meeting of the Target Board is convened to approve the final Scheme Booklet for registration with ASIC and despatch to Target Shareholders;
(l) ( Scheme Booklet Due Diligence and Verification ) undertake appropriate due diligence and verification processes in relation to the Scheme Booklet (other than the Bidder Information, the Independent Expert’s Report and any statement on the letterhead of the Target’s tax adviser of the tax consequences of the Scheme and related matters for Target Shareholders as may be included in the Scheme Booklet);
(m) ( ASIC Registration of Scheme Booklet ) if the Court directs the Target to convene the Scheme Meeting, request that ASIC registers the explanatory statement included in the Scheme Booklet in relation to the Scheme in accordance with section 412(6) of the Corporations Act;
(n) ( Representation ) procure that it is represented by counsel at the Court hearings convened for the purposes of sections 411(1) and 411(4)(b) of the Corporations Act;
(o) ( Compliance with Court orders ) take all reasonable steps necessary to comply with the orders of the Court including, as required, despatching the Scheme Booklet to Target Shareholders and convening and holding the Scheme Meeting (and must not adjourn or postpone the Scheme Meeting or request the Court to adjourn or postpone the Scheme Meeting, in either case without obtaining the prior written approval of the Bidder) (such approval cannot be unreasonably withheld or delayed);

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(p) ( Opt-In Notice ) send an Opt-In Notice with the Scheme Booklet to each Target Shareholder who, based on their holding of Target Shares as at the date of the Court order convening the Scheme Meeting, would be a Small Shareholder;
(q) ( Update Scheme Booklet ) if it becomes aware of information after the date of despatch of the Scheme Booklet that is necessary to ensure that the Scheme Booklet does not contain any material statement that is false or misleading in a material respect (including because of any material omission from that statement) or which is required to be disclosed to Target Shareholders under any applicable law, as expeditiously as practicable:
(1) update or supplement the Scheme Booklet with, or where appropriate otherwise inform the market by way of announcement of, the information in an appropriate and timely manner, and in accordance with applicable law, and (if applicable) seek the Court’s approval for the despatch of any updated or supplementary Scheme Booklet; and
(2) to the extent it is reasonably practicable to do so, provide the Bidder with drafts of any documents that it proposes to issue to Target Shareholders under this clause 4.2(q).
(r) ( ASX listing ) subject to clause 4.2(s), use its best endeavours to ensure that the Target continues to be admitted to ASX, and that Target Shares continue to be quoted for trading (and not permanently suspended) on ASX, until the close of business on the Business Day immediately following the Implementation Date;
(s) ( Suspension ) apply to ASX to have trading in Target Shares suspended from the close of trading on the Effective Date;
(t) ( Second Court Hearing ) if the resolution submitted to the Scheme Meeting in relation to the Scheme is passed by the requisite majorities required under section 411(4)(a)(ii) of the Corporations Act and it can reasonably be expected that all other Conditions (other than the Condition in clause 3.1(b)) will be satisfied or waived in accordance with this deed, apply (and to the extent necessary, re-apply) to the Court for orders approving the Scheme in accordance with sections 411(4)(b) and 411(6) of the Corporations Act;
(u) ( Conditions Certificate ) at the Second Court Hearing provide to the Court:
(1) a certificate signed for and on behalf of the Target confirming (in respect of matters within its knowledge) whether or not the Conditions, (other than other than the Condition in clause 3.1(b)), have been satisfied or waived in accordance with this deed, and provide a draft of that certificate to the Bidder by 5:00 pm on the Business Day prior to the Second Court Date; and
(2) any certification provided to it by the Bidder pursuant to clause 4.3(m);
(v) ( Implementation of Scheme ) if the Scheme is approved by the Court:
(1) lodge with ASIC an office copy of the Court orders approving the Scheme in accordance with section 411(10) of the Corporations Act before 5:00 pm on the Business Day after the Court order was made (or such other date as is agreed between the Target and the Bidder in writing);
(2) close the Target Share Register as at the Record Date and determine entitlements to the Scheme Consideration in accordance with the Scheme;
(3) provide to the Bidder, or procure that the Target’s share registry provides to the Bidder, all necessary information about the Scheme Shareholders that the

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Bidder reasonably requires in order for the Bidder to provide, or procure the provision of, the Scheme Consideration in accordance with the Scheme; and

(4) subject to the Bidder satisfying its obligations under clause 5, on the Implementation Date:
- (A) execute, on behalf of the Scheme Shareholders, proper instruments of transfer and effect the transfer of Scheme Shares to the Bidder in accordance with the Scheme; and
- (B) register all transfers of Scheme Shares to the Bidder in accordance with the Scheme;
(w) ( Information ) provide all necessary information, and procure that the Target Registry provides all necessary information, in each case in a form reasonably requested by the Bidder, about the Scheme, the Scheme Shareholders and Target Shareholders to the Bidder and its Representatives, which the Bidder reasonably requires in order to:
(1) understand the legal and beneficial ownership of Target Shares and canvass agreement to the Scheme by Target Shareholders (including the results of any directions by the Target to Target Shareholders under Part 6C.2 of the Corporations Act);
(2) facilitate the provision of the Scheme Consideration and to otherwise enable the Bidder to comply with the terms of this deed, the Scheme and the Deed Poll; or
(3) review the tally of proxy appointments and directions received by the Target before the Scheme Meeting.

The Target must comply with any reasonable request of the Bidder for the Target to give directions to Target Shareholders pursuant to Part 6C.2 of the Corporations Act from time to time for one of the purposes referred to in clauses (1) and (2) above;

(x) ( Assistance ) up to the Implementation Date and subject to obligations of confidentiality owed to third parties and undertakings to Regulatory Authorities, provide the Bidder and its Representatives with reasonable access during normal business hours to information and personnel of the Target Group that the Bidder reasonably requests for the purpose of collation and provision of the Bidder Information and implementation of the Transaction;
(y) ( Compliance with laws ) do everything reasonably within its power to ensure that the Transaction is effected in accordance with all applicable laws and regulations;
(z) ( Promote merits of Transaction ) participate in efforts reasonably requested by the Bidder to promote the merits of the Transaction and the Scheme Consideration to Target Shareholders, including:
(1) meeting with key Target Shareholders at the reasonable request of the Bidder; and
(2) upon request by the Bidder, undertake reasonable proxy solicitation actions to promote the merits of the Transaction and encourage Target Shareholders to vote in favour of the Scheme, subject to applicable law and ASIC policy; and
(aa) ( Other things ) promptly do all other things contemplated by or necessary to give effect to the Scheme and, if the Scheme is approved by the Court, the orders of the Court approving the Scheme.

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4.3 Bidder’s obligations

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The Bidder must take all necessary steps to assist the Target to implement the Scheme, and must use reasonable endeavours to ensure that each step in the Indicative Timetable is met by the date set out beside that step (or in any event as soon as is reasonably practicable), including taking each of the following steps:

(a) ( Agreed Announcement ) make the public announcement in the form of the Agreed Announcement on the Announcement Date;
(b) ( Draft of the Bidder Information ) provide to the Target a draft of the Bidder Information as soon as reasonably practicable after the date of this deed and consult with the Target in relation to the content of drafts of the Bidder Information and (acting reasonably and in good faith) take into account any comments from the Target and its Representatives on those drafts;
(c) ( Final form of the Bidder Information ) provide to the Target the Bidder Information in a form appropriate for inclusion in the Scheme Booklet;
(d) ( Assistance with Scheme Booklet and Court documents ) provide any assistance or information reasonably requested by the Target or its Representatives in connection with the preparation of the Scheme Booklet (including any supplementary disclosure to Target Shareholders) or any Court documents, including reviewing the drafts of the Scheme Booklet prepared by the Target and provide comments in a timely manner on those drafts in good faith;
(e) ( Independent Expert’s Report ) promptly provide all assistance and information reasonably requested by the Independent Expert to enable it to prepare the Independent Expert’s Report for inclusion in the Scheme Booklet (including any supplementary disclosure to Target Shareholders and provided that the provision of any information by the Bidder to the Independent Expert is subject to the Independent Expert entering into arrangements with the Bidder, including in relation to confidentiality, in a form reasonably acceptable to the Bidder);
(f) ( Due diligence and verification ) undertake appropriate due diligence and verification processes in relation to the Bidder Information and provide to the Target all evidence of such processes as may be reasonably requested;
(g) ( Reasonable assistance ) provide all assistance and information reasonably requested by the Target or its Representatives in connection with:
(1) the preparation of the Scheme Booklet (including any supplemental disclosure to Target Shareholders) and any documents required to be filed with the Court in respect of the Scheme; and
(2) the Target in applying for any regulatory consents, approvals or modifications in connection with the Scheme determined appropriate or necessary by the Target;
(h) ( Liaise with ASIC) provide all reasonable assistance requested by the Target to assist the Target to resolve any matters raised by ASIC regarding the Scheme Booklet or the Scheme;
(i) ( Approval of the Bidder Information ) as soon as reasonably practicable after receipt from the Target of the draft of the Scheme Booklet, and in any event before a draft of the Scheme Booklet is lodged with ASIC and if required by the Target again before the Scheme Booklet is despatched to Target Shareholders, confirm in writing to the Target that:

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(1) the Bidder consents to the inclusion of the Bidder Information in the Scheme Booklet (including in respect of the form and context in which the Bidder Information appears in the Scheme Booklet) (which consent must not be unreasonably withheld or delayed); and
(2) the Bidder Information in the form and context in which it appears in the draft of the Scheme Booklet is accurate and complete and is not misleading or deceptive, does not contain any omission and is in a form appropriate for despatch to Target Shareholders (subject to the approval of the Court);
(j) ( Keep the Target Informed and Update Bidder Information ) promptly inform the Target in writing if it becomes aware after the despatch of the Scheme Booklet that the Bidder Information in the form and context in which it appears in the Scheme Booklet is inaccurate, incomplete or has become misleading or deceptive in any respect or contains any material omission (including of any information required to be disclosed under any applicable law), and provide such further or new information as is required to ensure that such information is no longer misleading or deceptive in any respect or contains any material omission;
(k) ( Deed Poll ) no later than 2 Business Days prior to the First Court Date, execute the Deed Poll, and procure the Bidder Nominee (if applicable) to enter into the Deed Poll, and deliver the executed Deed Poll to the Target;
(l) ( Representation ) procure that, if requested by the Target, it is represented by counsel at the Court hearings convened for the purposes of the Scheme;
(m) ( Condition Certificate ) before 8:00am on the Second Court Date, provide to the Target for provision to the Court at the Second Court Hearing a certificate for and on behalf of the Bidder (confirming (in respect of matters within its knowledge) whether or not the Conditions (other than the Condition in clause 3.1(b) have been satisfied or waived in accordance with this deed, and provide a draft of that certificate to the Target by 5:00 pm on the day that is three Business Days prior to the Second Court Date;
(n) ( Scheme Consideration ) if the Scheme becomes Effective, provide, or procure the provision of, the Scheme Consideration on the Implementation Date in accordance with clause 5 of this deed and the terms of the Scheme and the Deed Poll;
(o) ( Share Transfer ) if the Scheme becomes Effective, accept a transfer of the Scheme Shares as contemplated by this deed and execute the instruments of transfer in respect of the Scheme Shares in accordance with the Scheme;
(p) ( Quotation of Bidder Shares ) as soon as practicable apply to ASX for official quotation by ASX of the New Bidder Shares to be issued pursuant to the Scheme and Deed Poll and promptly notify the Target in writing of the lodgement, progress and outcome of such application (and of any actual or anticipated modification of such outcome); and
(q) ( Other things necessary ) promptly do all other things contemplated by or necessary to give effect to the Scheme and, if the Scheme is approved by the Court, the orders of the Court approving the Scheme.

4.4 Dispute as to Scheme Booklet

If, after a reasonable period of consultation, the Target and the Bidder, each acting reasonably and in good faith, are unable to agree on the form or content of the Scheme Booklet, then:

(a) if the disagreement relates to the form or content of the Bidder Information (or any information solely derived from, or prepared solely in reliance on, the Bidder Information), the Target will, acting in good faith, make such amendments to that

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information in the Scheme Booklet as the Bidder may require (acting reasonably and in good faith);

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(b) if the disagreement relates to the form or content of the Target Information (or any information solely derived from, or prepared solely in reliance on, information provided by or on behalf of the Target, or extracted from announcements made by the Target to ASX regarding the Target Group, the Target will, acting in good faith, decide the final form of that aspect of the Scheme Booklet; and
(c) in any other case, the Target (acting reasonable and in good faith) will decide the form and content of that part of the Scheme Booklet).

4.5 Responsibility statement in Scheme Booklet

The Scheme Booklet will contain a responsibility statement to the effect that:

(a) the Bidder is responsible for the Bidder Information contained in the Scheme Booklet and, to the maximum extent permitted by law, the Target will not be responsible for any Bidder Information and will disclaim any liability for the Bidder Information;
(b) the Target is responsible for the Target Information contained in the Scheme Booklet and, to the maximum extent permitted by law, the Bidder will not be responsible for any Target Information and will disclaim any liability for the Target Information;
(c) the Independent Expert is responsible for the Independent Expert’s Report, and none of the Target, the Bidder or their respective directors, officers or advisors assumes any responsibility for the accuracy or completeness of the Independent Expert’s Report or any other report or letter issued to the Target by a third party in connection with the Independent Expert’s Report; and
(d) if the Scheme Booklet contains a statement on the letterhead of the Target’s tax adviser of the tax consequences of the Scheme and related matters for Target Shareholders, that tax adviser is responsible for that letter.
4.6

Target board changes

On the Implementation Date, and subject to the Bidder having provided the Scheme Consideration in accordance with clause 5 the Target must:

(a) cause the appointment to the Target Board and to the boards of each Subsidiary of the Target of such persons as nominated by the Bidder in writing to the Target, subject to those persons being appointed having provided to the Target a duly signed consent to act as a director of the relevant companies; and
(b) procure that the directors of the Target and each Subsidiary of the Target which the Bidder nominates enter into a Deed of Release and resign from the board of each relevant entity.

4.7 Removal of the Target from the official list of the ASX

Subject to the Scheme becoming Effective, the Target must take all steps necessary for the Target to be removed from the official list of ASX with effect from the close of business on the Business Day immediately following the Implementation Date, including by lodging a request for removal with ASX prior to the Implementation Date, and the Target and the Bidder (to the extent necessary) must satisfy any conditions reasonably required by ASX for it to act on that request.

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4.8 Court proceedings

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(a) Without limiting clause 4.3(l):
(1) the Bidder is entitled to separate representations at all Court proceedings relating to the Scheme (at its own cost); and
(2) the Target must support any application by the Bidder for leave of the Court to be represented, or the separate representation of the Bidder, at any hearing held by the Court in relation to the Scheme whether following a request by the Target or otherwise.
(b) For the avoidance of any doubt, this deed does not give the Target or the Bidder any right or power to give undertakings to the Court for or on behalf of the other party without that party’s written consent.

5. Scheme Consideration

5.1 Scheme Consideration
(a) Subject to clause 5.2, the Bidder covenants in favour of the Target (in its own right and on behalf of each Scheme Shareholder) that the Bidder will:
- (1) apply to ASX for the official quotation of the New Bidder Shares that comprise the Scheme Consideration on the ASX; and
- (2) allot and issue to the Scheme Shareholders the New Bidder Shares that comprise the Scheme Consideration in accordance with the Scheme and Deed Poll on terms such that each New Bidder Share will rank equally in all respects with each existing Bidder Share.
(b) The Bidder covenants in favour of the Target (in its own right and on behalf of each Scheme Shareholder) that:
- (1) the New Bidder Shares to be issued under the Scheme and Deed Poll will be duly and validly authorised and will, on and from their issue, rank equally in all respects with all existing Bidder Shares;
- (2) the New Bidder Shares issued as Scheme Consideration will be entitled to participate in and receive any dividends or distribution of capital paid and any other entitlements accruing in respect of Bidder Shares on and after the Implementation Date;
- (3) on issue, each such New Bidder Share will be validly issued, fully paid and free from any mortgage, charge, lien, encumbrance or other security interest or thirdparty rights; and
- (4) it will use its best endeavours to ensure that the New Bidder Shares issued as Scheme Consideration will be listed for quotation on the official list of ASX with effect from the Business Day after the Effective Date (or such later date as ASX may require), initially on a deferred settlement basis and, with effect from the first Business Day after the Implementation Date, on an ordinary (T+2) settlement basis.
(c) The Target acknowledges that the covenants by the Bidder in this clause 5.1 are given to the Target in its own right and in its capacity as trustee and nominee for each Scheme Shareholder.

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5.2 Ineligible Foreign Holders and Non-electing Small Shareholders

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The Bidder will be under no obligation under this deed, the Scheme or the Deed Poll to issue, and will not issue or procure to be issued any New Bidder Shares in the name of any Ineligible Foreign Holder or Non-electing Small Shareholder and, instead, unless the Bidder and the Target otherwise agree, the Bidder will issue or procure that the New Bidder Shares to which the Ineligible Foreign Holder and Non-electing Small Shareholder would have otherwise been entitled to receive as Scheme Consideration to the Sale Agent in accordance with clause 5.3.

5.3 Sale Agent and Sale Facility

(a) The Bidder must appoint the Sale Agent (such entity being acceptable to the Target acting reasonably) no later than 5 Business Days prior to the Scheme Meeting (and if required by ASIC, such nominee is to be approved by ASIC) and on the Implementation Date issue to the Sale Agent the New Bidder Shares to which an Ineligible Foreign Holder and Non-electing Small Shareholder would otherwise be entitled under the Scheme and the Deed Poll (which in each case shall include any fraction of a New Bidder Share and disregarding the operation of clause 5.4).
(b) Where New Bidder Shares are issued to the Sale Agent pursuant to clause 5.3(a), the Bidder will procure that, as soon as reasonably practicable and in any event not more than 15 Business Days after the Implementation Date that the Sale Agent, acting on behalf of the Ineligible Foreign Holders and Non-electing Small Shareholders and not on the behalf of the Target or the Bidder:
(1) sells on ASX or another prescribed financial market all of the New Bidder Shares issued to the Sale Agent pursuant to clause 5.3(a) in such manner, at such price and on such terms as the Sale Agent determines in good faith; and
(2) subject to the receipt of the Sale Proceeds, remits or procures to be remitted, to the Bidder, the Sale Proceeds.
(c) Promptly after receipt of the Sale Proceeds, the Bidder will pay in Australian dollars to each Ineligible Foreign Holder and Non-electing Small Shareholder such proportion of the Sale Proceeds to which that Ineligible Foreign Holder and Non-electing Small Shareholder is entitled, in accordance with the terms of the Scheme and in full satisfaction of their right to the Scheme Consideration.
(d) For the purposes of this clause 5.3 each Ineligible Foreign Holder and Non-electing Small Shareholder appoints the Bidder as its agent to receive on its behalf any financial services guide or other notices (including any updates to those documents) that the nominee is required to provide to Ineligible Foreign Holders and Non-electing Small Shareholders under the Corporations Act.

5.4 Fractional entitlements

(a) Any fractional entitlement of a Scheme Shareholder (other than an Ineligible Foreign Holder and Non-electing Small Shareholder) to a part of a New Bidder Share will be rounded up or down to the nearest whole number of New Bidder Shares.
(b) The fractional entitlements of Ineligible Foreign Holders and Non-electing Small Shareholders will be dealt with in accordance with clause 5.3(a)

5.5 Share Splitting

If the Bidder is of the opinion (acting reasonably) that two or more Scheme Shareholders (each of whom holds a number of Scheme Shares that results in rounding in accordance with clause 5.4) have, before the Record Date, been party to Share Splitting or division in an attempt to

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obtain unfair advantage by reference to such rounding, the Bidder may give notice to those Scheme Shareholders:

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(a) setting out their names and registered addresses as shown in the Target Share Register;
(b) stating that opinion; and
(c) attributing the Scheme Shares held by all of them to one of them as specifically identified in the notice,

and, after such notice has been given, the Scheme Shareholder specifically identified in the notice as the deemed holder of all the specified Scheme Shares will, for the purposes of the Scheme and Deed Poll, be taken to hold all of those Scheme Shares and each of the other Scheme Shareholders whose names and registered addresses are set out in the notice will, for the purposes of the Scheme and Deed Poll, be taken to hold no Scheme Shares. The Bidder, in complying with the other provisions of the Scheme and Deed Poll relating to it in respect of the Scheme Shareholder specifically identified in the notice as the deemed holder of all the specified Scheme Shares, will be taken to have satisfied and discharged its obligations to the other Scheme Shareholders named in the notice under the terms of the Scheme and Deed Poll.

5.6 Australian Tax roll-over

(a) The Bidder acknowledges that each Scheme Shareholder who is an Australian resident shareholder who holds on capital account is expected to seek roll-over relief under subdivision 124-M of the Tax Act, to the extent permitted by the Tax Act.
(b) The Bidder undertakes that it will not make a choice to deny roll-over relief to the Scheme Shareholders under subsection 124-795(4) of the Tax Act.
5.7

Withholding

(a) For the purpose of this clause 5.7:

Declaration means a declaration provided by a Scheme Shareholder in accordance with section 14-225 and section 14-210(3) of Schedule 1 to the Taxation Administration Act.

(b) The Bidder shall be entitled to deduct or withhold any amounts (including Taxes or Duties) required under applicable law that become due under the Scheme .
(c) If the Bidder determines (acting reasonably) that it is required to pay an amount to the Commissioner of Taxation pursuant to Subdivision 14-D of Schedule 1 to the Taxation Administration Act (a CGT Withholding Amount ) with respect to the acquisition of the Scheme Shares from each Scheme Shareholder unless that Scheme Shareholder provides a Declaration, the Bidder will:
(1) determine the amount of the CGT Withholding Amount;
(2) determine the amount of the New Bidder Shares as is necessary in the opinion of the Bidder to account for the CGT Withholding Amount (taking into account potential fluctuations in share price and an amount necessary to cover costs associate with the share sale facility described in clause 5.3) that would otherwise have been issued to a Scheme Shareholder to be sold via the share sale facility described in clause 5.3);
(3) the Sale Agent appointed under clause 5.3 will then pay to the Bidder the CGT Withholding Amount from the Sale Proceeds, after deducting any applicable

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fees, brokerage, taxes and charged (reasonably incurred by the Sale Agent) and the Bidder will then pay the CGT Withholding Amount to the Commissioner of Taxation within the time required under Subdivision 14-D of Schedule 1 to the Taxation Administration Act. Alternatively, where the Bidder remits the CGT Withholding Amount to the Commissioner of Taxation pursuant to Subdivision 14-D of Schedule 1 to the Taxation Administration Act, the Bidder will be entitled to retain as reimbursement an amount equal to the CGT Withholding Amount paid to the Commissioner from the Sale Proceeds; and

(4) be deemed to have satisfied its obligations to pay the CGT Withholding Amount to the Scheme Shareholder for the purposes of the Scheme.
(d) Prior to exercising its rights under this clause 5.7, the Bidder must use reasonable endeavours to notify the Scheme Shareholder of its intention to withhold so that the Scheme Shareholder has the opportunity to provide a Declaration.

6. Conduct of business

6.1 Conduct of the Target’s business
(a) From the date of this deed up to and including the Implementation Date, the Target must procure that the business and operations of the Target Group are conducted:
- (1) as a going concern in the ordinary and normal course and in a manner generally consistent (subject to any applicable laws and regulations) with past practice, and must not make any significant change to the nature or scale of any activity comprised in its businesses and operations; and
- (2) in accordance with the Agreed Budget; and
- (3) substantially consistent with the manner in which the business and operations were conducted in the 12 month period prior to the date of this deed (subject to all applicable laws, regulations and requirements of Regulatory Authorities), including:
  - (A) complying in all material aspects with all material contracts to which a Target Group member is a party to;
  - (B) using reasonable endeavours to preserve and maintain the value of its business and assets, the services of its current officers and material employees and its current relationships with Regulatory Authorities, joint venturers, customers, suppliers, landlords, licensors, licensees and others with whom it has business dealings;
  - (C) protecting and maintaining each of its assets in the normal course and consistent with past practices and maintaining appropriate and adequate insurance in respect of each of those assets which are insurable;
  - (D) maintaining the Tenements in good standing;
  - (E) keeping and maintaining proper records of all its dealings and transactions relating to its business and operations;
  - (F) ensuring that all amounts owing to trade or other creditors of the entity are paid in accordance with applicable payment terms;

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  - (G) consulting with the Bidder and adopting any reasonable comments from the Bidder in relation to the preparation and approval of any budget or business plan relating to the Target businesses or operations, other than in respect of the Agreed Budget;

  - (H) ensuring that there is no occurrence in relation to the Target within their control that would constitute or be likely to constitute a Target Material Adverse Change;

  - (I) not undertaking any action which would, or would reasonably be expected to, give rise to a Target Prescribed Occurrence; and

  - (J) conducting its business and operations in accordance with all applicable laws and regulations and sound industry practice.

(b) From the date of this deed up to and including the Implementation Date, the Target must not, and must procure that each other member of the Target Group does not:
(1) acquire or agree to acquire any securities, legal or equitable interest, business, asset, entity or undertaking in a single or series of related transactions, the value of which exceeds $500,000 or is material to the Target Group as a whole;
(2) dispose or agree to dispose of any interest in any Tenement (other than in the ordinary course of business arising from the requirement for partial surrender, relinquishment or forfeiture in accordance with the terms of a relevant license);
(3) dispose or agree to dispose of any securities, legal or equitable interest (other than any interest in a Tenement), business, asset, entity or undertaking in a single or series of related transactions, the value of which exceeds $500,000 or is material to the Target Group as a whole;
(4) pay, discharge or satisfy any liability under a contract (including paying, or agreeing to pay any termination benefit payments), arrangement or understanding to the Target Group of more than $500,000 other than in accordance with its terms;
(5) commit to any capital expenditure (excluding exploration and evaluation expenditure) in excess of $500,000;
(6) commit to any exploration and evaluation expenditure in excess of the Agreed Budget;
(7) enter into any offtake, mine-gate sale, take or pay, pay or take, tolling agreement or similar arrangement (whether binding or not) in relation to any lithium-bearing minerals, concentrates or compounds (including lithium hydroxide, carbonate, metal, bromide, chloride) or the Pioneer Dome Lithium Project (and the Target will suspend any process for the solicitation of offers or expression of interest in relation to such an arrangement);
(8) enter into a loan, advance or financing arrangement (other than with another member of the Target Group or to any client under a margin loan or similar facility in the ordinary course of business) as lender;
(9) vary any employment agreement with one or more of its officers, directors, other executives, or employees, or accelerate or otherwise increase remuneration, compensation or rights to benefits for any of the aforementioned, other than:

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  - (A) in accordance with an existing contractual obligation to do so (provided the Bidder is notified of any such variation and the Bidder has been provided with the relevant contract for review);

  - (B) in the ordinary course of business including variations resulting from annual pay reviews;

  - (C) pursuant to an obligation under the Target Group's policies and guidelines in effect as at the date of this deed (the terms of which have been disclosed in writing to the Bidder prior to the date of this deed); or

  - (D) as required by law or regulation;

(10) enter into, or resolve to enter into, a transaction with a related party of the Target, including giving or agreeing to give a financial benefit to a related party (other than a related party that is a member of the Target Group) as defined in section 228 of the Corporations Act;
(11) incur any additional financial indebtedness, other than draw-downs of existing debt facilities or additional financial indebtedness incurred in the ordinary course of business;
(12) guarantee or indemnify the obligations of any other person other than a member of the Target Group;
(13) cease, or threaten to cease, to carry on a substantial part of its business;
(14) unless otherwise required by law, settle or compromise any new claim, litigation, investigation, arbitration or other like proceeding in relation to any member of the Target Group the value of which exceeds $500,000 (individually or in aggregate);
(15) authorise, agree, offer, commit or resolve to do anything that affects the good standing of the Tenements or the Target’s rights to the Tenements; or
(16) authorise, agree, offer, commit or resolve to do any of the things referred to in clauses 6.1(b)(1) to 6.1(b)(15), whether conditionally or otherwise.
(c) Nothing in this clause 6.1 restricts the ability of the Target or any member of the Target Group to take any action:
(1) expressly permitted or required to be done by the Target under the Transaction Documents (or reasonably necessary to the foregoing);
(2) where the Target has first consulted in writing with the Bidder in relation to the matter and the Bidder has, acting reasonably, approved the proposed matter;
(3) in accordance with the Agreed Budget;
(4) to avoid the occurrence of a Target Material Adverse Change; or
(5) required by law or otherwise arising as a result of any court or Regulatory Authority order, injunction or undertaking.

6.2 Information obligations

(a) Subject to clause 6.2(c), between the date of this deed and the Implementation Date, the Target must and must cause each other Target Group Member to afford to the Bidder and its Representatives reasonable access to information (subject to any

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existing confidentiality obligations owed to third parties, appropriate consents in relation to which the Target must use all reasonable endeavours to obtain), premises and such senior executives of any member of the Target Group as reasonably requested by the Bidder at mutually convenient times, and afford the Bidder reasonable co-operation, for the sole purpose of:

(1) the implementation of the Scheme;
(2) the Bidder developing and implementing plans for the carrying on of the businesses of the Target Group following implementation of the Scheme;
(3) the Bidder meeting its obligations under this deed and verifying the Target Warranties;
(4) keeping the Bidder informed of material developments relating to Target Group; and
(5) any other purpose agreed in writing between the parties.
(b) Subject to clause 6.2(c), between the date of this deed and the Implementation Date, the Target must and must cause each other Target Group Member to:
(1) consult with the Bidder in relation to all major business decisions of the Target Group;
(2) provide the Bidder with details of any material contracts which are proposed to be entered into;
(3) inform the Bidder of any material developments concerning the Target Group’s business and the financial position and performance of the Target Group, including by providing the Target Group’s monthly management accounts, in a timely manner to the Bidder;
(4) prior to the Target undertaking any activity or conduct in accordance with clause 6.1(b)(1), provide the Bidder with any program of work, or any other document of a similar nature; and
(5) promptly notify the Bidder after becoming aware of a matter that makes any information in the Target Due Diligence Materials or a matter that has been publicly filed by the Target (including in respect of any other member of the Target Group) incomplete, incorrect, untrue or misleading in any material respect.
(c) The Target is not required to comply with clause 6.2(a) and 6.2(b) where the Target Board has determined in good faith and having considered written advice from external legal advisers that to undertake the relevant action would likely:
(1) involve a breach of:
- (A) the fiduciary or statutory duties owed by any Target director;
- (B) any legal obligations of the Target or any Target director; or
(2) otherwise be unlawful; or
(3) concerning consideration of an actual or potential Competing Proposal.
(d) The Target and the Bidder acknowledge that all information that is provided pursuant to this clause 6.2 will be provided subject to the terms of the Confidentiality Agreement.

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6.3 Counterparty consents

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The Target and the Bidder will cooperate with each other in good faith, and will take all actions reasonably required, to seek to identify and obtain all counterparty consents which are necessary or desirable to implement the Scheme.

6.4 Conduct of the Bidder’s business

(a) From the date of this deed up to and including the Implementation Date, the Bidder must:
(1) procure that the business and operations of the Bidder Group are conducted as a going concern in the ordinary and normal course and in a manner generally consistent (subject to any applicable laws and regulations) with past practice, and must not make any significant change to the nature or scale of any activity comprised in its businesses and operations;
(2) conduct its business and operations in accordance with all applicable laws and regulations and sound industry practice; and
(3) not take or fail to take any action that would, or would be likely to, prevent a Condition being satisfied or result in a Condition not being satisfied.
(b) The obligations of the Bidder under clause 6.4(a) do not apply in respect of any matter:
(1) in connection with the Capital Raising;
(2) expressly permitted or required to be done or procured by the Bidder pursuant to the Transaction Documents or the transactions contemplated therein, or which is otherwise contemplated by the Transaction Documents;
(3) where the Bidder has first consulted in writing with the Target;
(4) that has been Disclosed by the Bidder prior to the date of this deed;
(5) to avoid the occurrence of a Bidder Material Adverse Change; or
(6) required by law or otherwise arising as a result of any court or Regulatory Authority, order injunction or undertaking.

6.5 Target Additional Funding

(a) In the event that the Target Group’s cash balance falls below $3.5 million between the date of this deed and the Effective Date, then notwithstanding any other provision of this deed, the Target may, subject to clause 6.5(b) and upon conclusion of the period of good faith negotiation referred to in clause 6.5(d), acting reasonably, undertake an equity capital raising for an amount of up to $3.5 million ( Additional Funding ) on market standard terms.
(b) The Target must, prior to undertaking any equity capital raising under clause 6.5(a):
(1) provide evidence (to the satisfaction of the Bidder, acting reasonably) of the cash position of the Target Group; and
(2) request (in writing) that the Bidder provide the Additional Funding to the Target, in the form of either equity or debt.
(c) The Bidder may elect to provide (or not provide) the Additional Funding in its sole discretion by giving written notice to the Target within five (5) Business Days of the

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Target making such request for Additional Funding and providing the evidence referred to in clause 6.5(b).

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(d) If the Bidder elects to provide the Additional Funding by giving notice in accordance with clause 6.5(c), the parties agree to enter into good faith discussions for a period of five (5) Business Days regarding the form and terms of that Additional Funding.
(e) For the avoidance of any doubt, if the parties are unable to reach agreement regarding the form and terms of the Additional Funding within the period of good faith discussions referred to in clause 6.5(d), then the Target is expressly permitted to undertake the equity capital raising contemplated by clause 6.5(a).

6.6 Assistance with integration

(a) The parties agree that:
(1) the efficient implementation of the merged entity following the Implementation Date will be assisted by the knowledge and experience of the Target’s business held by the employees of the Target; and
(2) a smooth transition for the merged entity will be significantly assisted, and effect would be given to the integration assistance principle detailed in clause 6.6(a)(1), through the maintenance of the employment of the existing employees of the Target Group (excluding, for the avoidance of any doubt, any members of the Target Board or its executive team) post-Implementation.
(b) For the avoidance of any doubt, this clause 6.6 does not constitute an agreement, arrangement or understanding with any employee of the Target Group relating in any way to the Transaction or the operation of the Target’s business post-Implementation of the Scheme.

7. Recommendation, intentions and announcements

7.1 Target Board Recommendation and Voting Intention

(a) The Target Board must procure that, subject to clause 7.1(b)(3) and 7.1(b)(6), the Target Board Members unanimously recommend that Target Shareholders vote in favour of the Scheme at the Scheme Meeting in the absence of a Superior Proposal and subject to the Independent Expert concluding in the Independent Expert’s Report (and continuing to conclude) that the Scheme is in the best interest of Target Shareholders.
(b) The Target must ensure that the Agreed Announcement and the Scheme Booklet state to the effect that each Target Director:
(1) recommends that Target Shareholders vote in favour of the resolution to approve the Scheme ( Recommendation ); and
(2) intends to cause any Target Shares in which he or she has a Relevant Interest to be voted in favour of the resolution to approve the Scheme ( Voting Intention ),

and must procure that the Target Board collectively, and the Target Board Members individually, do not change, withdraw or modify their Recommendation or Voting Intention or make a public statement that is inconsistent with their Recommendation or Voting Intention, unless the Target has complied with its obligations in clause 9 and:

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  - (3) the Independent Expert concludes in the Independent Expert's Report that the Scheme is not in the best interests of Target Shareholders;

  - (4) there is a Superior Proposal and the Target Board, after considering the matter in good faith and after taking advice from external legal advisers, determines that it no longer considers the Scheme to be in the best interests of Target Shareholders;

  - (5) the change, withdrawal or modification occurs because of a requirement or request by a court or Regulatory Authority that one or more Target Board Members abstain or withdraw from making a recommendation that Target Shareholders vote in favour of the Scheme after the date of this deed; or

  - (6) the Target Board has determined, after receiving written legal advice from its external legal advisers, that the Target Board, by virtue of the directors’ duties of the Target Board Members, is required to change, withdraw or modify its recommendation.

(c) Without limiting the operation of clause 9 or the preceding provisions of this clause 7.1, if circumstances arise, including the receipt or expected receipt of an unfavourable report from the Independent Expert (including either the Independent Expert’s Report or any update of, or any revision, amendment or supplement to, that report) which may lead to any one or more Target Board Members adversely changing, withdrawing, adversely modifying or adversely changing their recommendation to vote in favour of the Scheme, the Target must:
- (1) immediately notify the Bidder of this fact; and
- (2) consult with the Bidder in good faith for two Business Days after the date on which the notice above is given to consider and determine whether there are any steps that can be taken to avoid such a change, withdrawal or variation (as applicable).
(d) Despite anything to the contrary in this clause 7.1, a statement made by the Target or the Target Board to the effect that no action should be taken by Target Shareholders pending the assessment of a Competing Proposal by the Target Board or the completion of the matching right process set out in clause 9.7 shall not contravene this clause 7.1.
7.2

Confirmation

The Target represents and warrants to the Bidder that it has been advised by each Target director in office at the date of this deed that he or she will make and maintain their Recommendation and Voting Intention unless permitted to change or withdraw it in accordance with this deed.

8. Target Options and Target Performance Rights

Prior to 8.00am on the Second Court Date, the Target must have put arrangements in place (including obtaining any necessary ASX Waivers) so that all Target Performance Options and Target Performance Rights will either vest (and have resulted in the issue of Target Shares), lapse or otherwise be cancelled or terminated by no later than the Implementation Date.

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9. Exclusivity arrangements

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9.1 No current discussions
(a) The Target represents and warrants that, as at the date of this deed:
- (1) it is not a party to any agreement or arrangement with any third party entered into for the purposes of facilitating an actual, proposed or potential Competing Proposal, other than agreements pursuant to which due diligence access has been terminated;
- (2) it is not, directly or in indirectly, in any negotiations or discussions, and has ceased any existing negotiations or discussions, with any person in respect of any actual, proposed or potential Competing Proposal; and
- (3) any due diligence access granted to any third party for the purposes of such third party making, formulating, developing or finalising, or assisting in the making, formulation, development or finalisation of, a Competing Proposal has been terminated.
(b) Subject to clause 9.6, the Target undertakes, in respect of any confidentiality or other agreement it has with any person that has been entered into in the last 12 months in connection with the provision of confidential information to that person or in connection with a Competing Proposal, to not waive, and to promptly enforce (including in respect of an anticipated breach), any standstill obligations under any such agreements
(c) The Target must, and must procure that its Related Bodies Corporate, cease any negotiations, discussions or other communications existing as at the date of this deed relating to any actual, proposed or potential Competing Proposal, or any transaction that would, or would reasonably be expected to, reduce the likelihood of success of the Transaction.
9.2

No Shop

During the Exclusivity Period, the Target must not, and must ensure that its Representatives and Related Bodies Corporate do not, except with the prior written consent of the Bidder, directly or indirectly solicit, invite, facilitate, encourage or initiate any Competing Proposal or any enquiries, negotiations or discussions with any Third Party or communicate any intention to do any of these things which may reasonably be expected to lead to an actual, proposed or potential Competing Proposal.

9.3 No talk and no due diligence

Subject to clause 9.6, during the Exclusivity Period, the Target must not, and must ensure that its Representatives and Related Bodies Corporate do not, except with the prior written consent of the Bidder, directly or indirectly:

(a) enter into, continue or participate in any negotiations or discussions with any Third Party in relation to a Competing Proposal or which may reasonably be expected to lead to a Competing Proposal;
(b) negotiate, accept or enter into (or offer or agree to negotiate, accept or enter into) any agreement, arrangement or understanding with any Third Party in relation to a Competing Proposal or which may reasonably be expected to lead to an actual, proposed or potential Competing Proposal
(c) disclose, provide or make available any information to a Third Party for the purposes of enabling that party to make (or with a view of obtaining, or which would reasonably be expected to encourage or lead to) an actual, proposed or potential Competing

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Proposal or any agreement, arrangement or understanding that might be reasonably expected to lead to a Competing Proposal; or

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(d) communicate any intention to do any of the things listed in clauses 9.3(a), 9.3(b) or 9.3(c),

even if that person's Competing Proposal was not directly or indirectly solicited, invited, encouraged or initiated by the Target, any member of the Target Group, any of its Representatives or the person has publicly announced the Competing Proposal.

9.4 Notification of approaches

During the Exclusivity Period, the Target must as soon as possible notify the Bidder n writing (and in any event within 24 hours of becoming aware) if:

(a) it (or any member of the Target Group or its Representatives) receives or becomes aware of an approach or attempt by any person regarding any actual, proposed or potential Competing Proposal, including details of the party making the proposal, the terms of the proposal and any material updates to the proposal; or
(b) it (or any member of the Target Group or its Representatives) receives or becomes aware of a proposal made to the Target or any member of the Target Group or its Representatives regarding an actual, proposed or potential Competing Proposal, including details of the party making the proposal, the terms of the proposal and any material updates to the proposal,

whether direct or indirect, in writing or otherwise, and whether or not that Competing Proposal was solicited, invited, encouraged or initiated by the Target, any member of the Target Group or any of its Representatives.

9.5 Exclusivity of due diligence

Subject to clause 9.6, during the Exclusivity Period, the Target must not, and must ensure that neither it nor any member of the Target Group or any of its Representatives, in relation to an actual, proposed or potential Competing Proposal:

(a) enables any other person to undertake due diligence investigations on any member of the Target Group, any of the operations or assets of the business of the Target Group or any part thereof;
(b) makes available to any other person, or permits any other person to receive any nonpublic information relating to any member of the Target Group, any of the operations or assets of the business of the Target Group or any part thereof;
(c) makes available to any other person, or permits any other person to have access to, any officers or employees of the Target Group; or
(d) makes available to any other person, or permits any other person to have access to any premises or sites used, leased, licenced or owned by the Target Group,

other than the Bidder and any other person nominated by the Bidder (whether in the course of due diligence or otherwise).

9.6 Fiduciary exception

Clauses 9.1(b), 9.3, 9.4 and 9.5 do not apply to the extent that they restrict the Target from taking or refusing to take any action with respect to a genuine Competing Proposal (which was not directly or indirectly solicited, invited, encouraged or initiated by the Target, any member of

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the Target Group or any of its Representatives during the Exclusivity Period in breach of clause 9) provided that the Target Board has first determined acting in good faith, that:

(a) after consultation with its financial advisors, such a genuine Competing Proposal is, or could reasonably be expected to become, a Superior Proposal; and
(b) after receiving written legal advice from its external legal advisors (who must be reputable advisors experienced in transactions of this nature), taking or refusing to take such action in compliance with clauses 9.1(b), 9.3, 9.4 and 9.5 in relation to such genuine Competing Proposal would constitute, or would be likely to constitute, a breach of the Target Board’s fiduciary or statutory duties,

provided that to the extent the Target, any member of the Target Group or its Representatives propose to provide information to which clause 9.4 applies, the Target has entered into a binding confidentiality agreement with the relevant person who will receive that information, and either:

(c) the terms of the confidentiality agreement are no less favourable to the Target than the Confidentiality Agreement; or
(d) the Target agrees to amend the terms of the Confidentiality Agreement such that the obligations imposed on the Bidder under that agreement are no less favourable to the Bidder than the obligations imposed on the relevant person who will receive that information are to that other person.
9.7 Matching Right
(a) During the Exclusivity Period, the Target:
- (1) must not and must procure that each of its Related Bodies Corporate do not enter into any legally binding agreement arrangement or understanding (whether in writing or not) pursuant to which a Third Party proposes, or proposes to undertake to give effect to a Competing Proposal; and
- (2) must use reasonable endeavours to procure that none of its directors change, withdraw or modify their Recommendation or Voting Intention in favour of the Scheme, publicly recommend, support or endorse a Competing Proposal or make any public statement to the effect that they may do so at a future point in time (provided that a statement that no action should be taken by Target Shareholders pending the assessment of a Competing Proposal by the Target Board and its Advisors will not contravene this clause),

unless:

(3) the Target Board, acting in good faith and in order to satisfy what the directors of the Target consider to be their statutory or fiduciary duties (having received written legal advice from their external legal adviser) determine that the Competing Proposal is, or could reasonably be expected to lead to, a Superior Proposal;
(4) the Target has provided the Bidder with the material terms and conditions of the Competing Proposal;
(5) the Target has given the Bidder at least 2 Business Days after the provision of the information referred to in paragraph 9.7(a)(4) above to provide a matching or superior proposal to the terms of the relevant Competing Proposal ( Bidder Counter Proposal ); and

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(6) the Bidder has not in that time period provided a Bidder Counter Proposal that the Target directors determine has terms and conditions (taken as a whole) that are equal to or more favourable than those of the relevant Competing Proposal and would deliver an equal or superior outcome for Target Shareholders.
(b) The Target must use its reasonable endeavours to procure that its directors, within 2 Business Days of receiving the Bidder Counter Proposal, consider the Bidder Counter Proposal in good faith and notify the Bidder as to the outcome of its determination of the Bidder Counter Proposal.
(c) If the notification provided by the Target to the Bidder pursuant to clause 9.7(b)is that the Target Board has determined that the Bidder Counter Proposal would provide an equal or superior outcome to Target Shareholders compared to the Competing Proposal, then the Target and the Bidder must use their reasonable endeavours to agree any necessary amendments to this deed and agree such other documents that are reasonably necessary to reflect the Bidder Counter Proposal as soon as reasonably practicable and the Target must use reasonable endeavours to procure that each of the directors of the Target continue to recommend that Target Shareholders vote in favour of the Scheme (as modified by the Bidder Counter Proposal) (subject to the same qualifications as set out in clause 7.1).
(d) For the avoidance of any doubt, in the event that the Bidder has not made a Bidder Counter Proposal by the expiry of the period referred to in clause 9.7(a)(5) or the notification provided by the Target to the Bidder pursuant to clause 9.7(b) is that the Target Board has determined that the Bidder Counter Proposal would not provide an equal or superior outcome to Target Shareholders compared to the Competing Proposal, then the Target Board may:
(1) publicly change or withdraw its statement that they consider the Scheme to be in the best interests of Target Shareholders and/or its recommendation that Target Shareholders vote in favour of the Scheme; and
(2) enter into any legally binding agreement, arrangement or understanding (whether or not in writing) pursuant to which a Third Party proposes undertake or give effect to a Competing Proposal.

9.8 Normal provision of information

Nothing in this clause prevents the Target from:

(a) providing information to its Representatives;
(b) providing information to any Regulatory Authority;
(c) providing information to its employees, auditors, consultants, customers, joint venturers and suppliers acting in that capacity in the ordinary course of business;
(d) providing information required to be provided by law; or
(e) making presentations to brokers, portfolio investors, analysts and other Third Parties in the ordinary course of business.
9.9

Legal advice

The Target acknowledges that it has received legal advice on this deed and the operation of this clause 9 from reputable legal advisers experienced in transactions of this nature.

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10. Reimbursement of Costs

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10.1 Rationale and nature of payment

Each party acknowledges and agrees that:

(a) it has required the inclusion of this clause 10 in the absence of which it would not have entered into this deed or otherwise agreed to implement the Scheme, subject to the terms and conditions in this deed;
(b) it believes that the Scheme will provide significant benefits to it and its shareholders, and that it is reasonable and appropriate that the Target (in respect of the Target Payment) and the Bidder (in respect of the Bidder Payment) agree to the inclusion of this clause 10 in order to secure the other party's execution of this deed and agreement to implement the Scheme, subject to the terms and conditions in this deed;
(c) it has received legal advice on the operation of this clause 10 from reputable legal advisers experienced in transactions of this nature;
(d) the amount payable by the Target (in respect of the Target Payment) pursuant to clause 10.2 and by the Bidder (in respect of the Bidder Payment) pursuant to clause 10.3is to be purely and strictly compensatory in nature so as to compensate the Bidder (in respect of the Target Payment) and the Target (in respect of the Bidder Payment) for the following:
(1) advisory costs relating to the Scheme;
(2) costs of management and directors' time;
(3) out-of-pocket expenses relating to the Scheme;
(4) reasonable opportunity costs incurred by the Bidder or the Target (as applicable) in pursuing the Scheme or in not pursuing other alternative acquisitions or strategic initiatives which the Bidder or the Target (as applicable) could have developed to further its business and objectives; and
(5) damage to the Bidder's or the Target's (as applicable) reputation associated with a failed transaction and the implications of that damage to the Bidder's or the Target's (as applicable) business; and
(e) the costs incurred by each party are of a nature that cannot be accurately quantified, and that a genuine pre-estimate of the costs to be incurred by each of the Target and the Bidder would equal or exceed the compensatory amount payable under clause 10.2 and clause 10.3, respectively.

10.2 The Target Payment

The Target agrees to pay the Target Payment to the Bidder without deduction, set off or withholding if:

(a) ( Competing Proposal ) a Competing Proposal is announced before the earlier of the Second Court Date and termination of this deed, and within 12 months after the date of this deed, the Third Party who announced the Competing Proposal (or any of its Associates) completes that Competing Proposal); or
(b) ( Change of recommendation ) during the Exclusivity Period, one or more of the Target directors fail to recommend the Scheme or publicly change, modify or withdraw their Recommendation or Voting Intention or publicly recommend, support or endorse a Competing Proposal, unless it occurs after:

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(1) the failure to recommend, or the change to or withdrawal of a recommendation to vote in favour of the Scheme occurs because of a requirement or request by a court or a Regulatory Authority that one or more Target Board Members abstain or withdraw from making a recommendation that Target Shareholders vote in favour of the Scheme after the date of this deed;
(2) the Independent Expert has concluded that the Scheme is not in the best interests of Target Shareholders;
(3) the Independent Expert changes or publicly withdraws its conclusion that the Scheme is in the best interests of Target Shareholders; or
(4) the Target has become entitled to terminate this deed pursuant to clause 3.7 or 14.3(b)(1) and has given the appropriate notice to the Bidder; or
(c) ( Termination ) the Bidder terminates this deed in accordance with clause 14.2(b)(1) or 14.2(b)(2)(B).

10.3 The Bidder Payment

The Bidder agrees to pay the Bidder Payment to the Target without deduction, set off or withholding if:

(a) at any time after the date of this deed, the Target terminates this deed in accordance with clause 14.3(b)(1) or 14.3(b)(3)(B); or
(b) the Bidder does not pay or procure the payment of the Scheme Consideration in accordance with the terms and conditions of this deed, the Scheme and the Deed Poll.
10.4 Timing of payment of Break Fee
(a) A demand by a party for payment of the Target Payment under clause 10.2 or the Bidder Payment under clause 10.3 must:
- (1) be in writing;
- (2) be made after the occurrence of the event in that clause giving rise to the right to payment;
- (3) state the circumstances which give rise to the demand; and
- (4) nominate an account in the name of the Bidder or a Related Body Corporate into which the Target is to pay the Target Payment, or the Target or a Related Body Corporate into which the Bidder is to pay the Bidder Payment (as applicable).
(b) The Target must pay the Target Payment into the account nominated by the Bidder and the Bidder must pay the Bidder Payment into the account nominated by the Target (as applicable), without deduction, set-off or withholding, within 5 Business Days after receiving a valid demand for payment where the Bidder is entitled under clause 10.2 to the Target Payment or the Target is entitled under clause 10.3 to the Bidder Payment (as applicable).

10.5 Compliance with law

(a) If it is finally determined following the exhaustion of all reasonable avenues of appeal to the Takeovers Panel or a court that all or any part of the Target Payment or the Bidder Payment (as applicable) ( Impugned Amount ):

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(1) would, if paid, be unlawful for any reason;

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(2) involves a breach of the fiduciary or statutory duties of the Target Board; or
(3) constitutes 'unacceptable circumstances' within the meaning of the Corporations Act or breaches an order of the Takeovers Panel,

then:

(4) the requirement to pay the Target Payment or the Bidder Payment (as applicable) does not apply to the extent of the Impugned Amount; and
(5) if the Bidder or the Target (as applicable) has received the Impugned Amount, it must refund it within 5 Business Days of the final determination.
(b) The Target and the Bidder must not make, or cause to be made, any application to the Takeovers Panel or a Court for or in relation to a declaration or determination referred to in this clause 10.5.

10.6 One payment only

(a) Where the Target Payment becomes payable to the Bidder under clause 10.2 and is actually paid to the Bidder, the Bidder cannot make any claim against the Target for the payment of any subsequent Target Payment.
(b) Where the Bidder Payment becomes payable to the Target under clause 10.3 and is actually paid to the Target, the Target cannot make any claim against the Bidder for the payment of any subsequent Bidder Payment.

10.7 No payment if Scheme Effective

Despite anything to the contrary in this deed (including the occurrence of any event in clause 10.2 or clause 10.3), neither the Target Payment nor the Bidder Payment will be payable if the Scheme becomes Effective and if any amount has already been paid, it must be refunded by the Bidder or the Target (as applicable) within 10 Business Days after the Scheme becomes Effective.

10.8 The Target’s limitation of liability

(a) Notwithstanding any other provision of this deed, the maximum liability of the Target to all other persons under or in connection with this deed, including in respect of any breach of this deed (except to the extent that the breach arises out of wilful or deliberate breach of this deed by the Target Group or its Representative) and the indemnity in clause 12.5, will be the amount of the Target Payment.
(b) A payment made by the Target in accordance with this clause 10 represents the sole and absolute liability of the Target and any member of the Target Group under or in connection with this deed and represents the sole and absolute remedy to the Bidder, and no further damages, fees, expenses or reimbursements of any kind will be payable by the Target under or in connection with this deed.
(c) The amount of the Target Payment to be paid to the Bidder under this clause 10 will be reduced by the amount of any loss or damage recovered by the Bidder in relation to a breach of this deed and the indemnity clause 12.5.

10.9 The Bidder’s limitation of liability

(a) Notwithstanding any other provision of this deed, the maximum liability of the Bidder to all other persons under or in connection with this deed, including in respect of any breach of this deed (except to the extent that the breach arises out of wilful or

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deliberate breach of this deed by the Bidder Group or its Representative) and the indemnity in clause 12.2, will be the amount of the Bidder Payment.

(b) A payment made by the Bidder in accordance with this clause 10 represents the sole and absolute liability of the Bidder and any member of the Bidder Group under or in connection with this deed and represents the sole and absolute remedy to the Target, and no further damages, fees, expenses or reimbursements of any kind will be payable by the Bidder under or in connection with this deed.
(c) The amount of the Bidder Payment to be paid to the Target under this clause 10 will be reduced by the amount of any loss or damage recovered by the Target in relation to a breach of this deed and the indemnity in clause 12.2.

10.10 Survival

Any accrued obligations under this clause 10 survives termination of this deed.

11. Releases and insurance

11.1 Liability of directors, officers and employees

To the maximum extent permitted by law, each Party releases all rights against, and agrees that it will not make any claim against, the other party’s past or present Representatives in respect of any matter arising in connection with this deed or the Transaction, including:

(a) any breach of any representation or warranty;
(b) any disclosure containing any statement which is false or misleading (whether by omission or otherwise); or
(c) any failure to provide information,

whether current, future, known or unknown, arising at common law, in equity, under statute or otherwise, except:

(d) in the case of the release in clause 11.1(a), to the extent arising from the fraud of the relevant Representative; and
(e) otherwise, to the extent arising from the fraud, dishonesty or wilful default of the relevant Representative.

11.2 Directors and officers insurance

(a) The Bidder acknowledges and agrees that:
(1) subject to clause 11.2(b), prior to the Implementation Date, the Target will arrange and pay all premiums required for run off directors' and officers' liability insurance cover ( Run Off Cover ) to be put in place for the benefit of each Beneficiary on, so far as practicable, terms (including as to limits of liability and deductibles) no less favourable than under the Policy; and
(2) the Run Off Cover will cover claims made up to 7 years after the Implementation Date in respect of conduct or matters occurring on or before the Implementation Date.
(b) Prior to purchasing any Run Off Cover, the Target must provide the Bidder with the terms of the proposed Run Off Cover, including the price.

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11.3 Obligations in relation to directors and officers insurance

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From the Implementation Date, the Bidder must procure that the Target does not:

(a) vary or cancel the Policy or Run Off Cover; or
(b) unless required under the Policy or Run Off Cover, commit any act or omission that may prejudice any claim by a Beneficiary under the Policy or Run Off Cover.

11.4 Directors and officers indemnities

Without limiting any other term of this deed, the Bidder undertakes that it will, from the Implementation Date and in respect of each deed of indemnity, access and insurance ( Relevant Deed ) made by a member of the Target Group ( Relevant Entity ) in favour of a director, officer or employee of any member of the Target Group, whether past or present, ( Indemnified Person ) from time to time procure that:

(a) the Relevant Entity complies with the Relevant Deed; and
(b) to the extent that the Relevant Entity ceases to exist after the Implementation Date, each Indemnified Person has the benefit of an indemnity from another member of the Target Group of good financial standing on terms no less favourable to the Indemnified Person than those contained in the Relevant Deed as at the Implementation Date.

11.5 Compliance with law and benefit

(a) Clause 11.1 and clause 11.4 are subject to any restriction under the Corporations Act and will (if and to the extent required) be read down accordingly.
(b) The Bidder acknowledges and agrees that the Target holds the benefit of this clause 11 to the extent it relates to each Target Indemnified Party as trustee for them, and, as such, each such Target Indemnified Party may enforce this clause 11 against the Bidder.
(c) The Target acknowledges and agrees that the Bidder holds the benefit of this clause 11 to the extent it relates to each Bidder Indemnified Party as trustee for them, and, as such, each such Bidder Indemnified Party may enforce this clause 11 against the Target.

12. Representations, warranties and indemnities

12.1 Representations and warranties by the Bidder

The Bidder represents and warrants to the Target (on its own behalf and separately as trustee for each of the Target Indemnified Parties) that each of the Bidder Warranties is true and correct in all material respects:

(a) as at the date of this deed; and
(b) are repeated continuously thereafter until the Delivery Time,

unless the relevant Bidder Warranty is expressed to be given only at a particular time in which case it is given as at that time.

12.2 The Bidder’s indemnity

(a) The Bidder acknowledges and agrees that in entering into this deed the Target and the Target Indemnified Parties have relied on the Bidder Warranties.

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(b) Subject to clause 10.9, the Bidder indemnifies the Target (on its own behalf and separately as trustee for each of the Target Indemnified Parties) against any claim, action, damage, liability, cost, expense, payment or loss suffered or incurred by reason of any breach of any of the Bidder Warranties.

12.3 Qualifications of the Bidder’s Warranties and the indemnity

The Bidder Warranties and the indemnity provided under clause 12.2 are subject to facts, matters, circumstances and acts which:

(a) are or have been expressly required to be done by the Bidder under the Transaction Documents;
(b) were within the actual knowledge of the Target or its Representatives as at the date of this deed; or
(c) have been Disclosed to the Target prior to the date of this deed.

12.4 Representations and warranties by the Target

The Target represents and warrants to the Bidder (on its own behalf and separately as trustee for each of the Bidder Indemnified Parties) that each of the Target Warranties is true and correct in all material respects:

(a) as at the date of this deed; and
(b) are repeated continuously thereafter until the Delivery Time,

unless the relevant Target Warranty is expressed to be given only at a particular time in which case it is given as at that time.

12.5 Target indemnity

(a) The Target acknowledges and agrees that in entering into this deed the Bidder and the Bidder Indemnified Parties have relied on the Target Warranties.
(b) Subject to clause 10.8, the Target indemnifies the Bidder (on its own behalf and separately as trustee for each of the Bidder Indemnified Parties) against any claim, action, damage, liability, cost, expense, payment or loss suffered or incurred by reason of any breach of any of the Target Warranties.

12.6 Qualifications of the Target’s Warranties and the indemnity

The Target Warranties and the indemnity under clause 12.5 are subject to facts, matters, circumstances and acts which:

(a) are or have been expressly required to be done by the Target under the Transaction Documents;
(b) were within the actual knowledge of the Bidder or its Representatives as at the date of this deed; or
(c) have been Disclosed by the Target prior to the date of this deed.

12.7 Notifications

Each party will promptly (and in any event, within 2 Business Days) advise the other in writing if it becomes aware of any fact, matter or circumstance which constitutes or may constitute a breach of any of the representations or warranties given by it under this clause 12, with such

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notice to include details of the relevant circumstances and any actions taken to remedy the actual or potential breach.

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12.8 Status of representations and warranties

Each representation and warranty in this clause 12:

(a) is severable;
(b) will survive the termination of this deed; and
(c) is given with the intent that liability thereunder will not be confined to breaches which are discovered prior to the date of termination of this deed.
12.9

Status and enforcement of indemnities

(a) Each indemnity in this deed is a continuing obligation, separate and independent from the other obligations of the Target and the Bidder, and survives termination, completion or expiration of this deed.
(b) It is not necessary for a party to incur expense or to make any payment before enforcing a right of indemnity conferred by this deed.

12.10 Necessary tense changes

For the purposes of clauses 12.1 and 12.4, the Bidder Warranties and the Target Warranties shall be read with any necessary adjustments to the tense used in the relevant warranty.

13. Confidentiality and public announcements

13.1 Confidentiality Deed

The Target and the Bidder acknowledge and agree that they continue to be bound by the Confidentiality Deed after the date of this deed in respect of all information received by it from the other party on, before or after the date of this deed and that the terms of this deed will prevail over the terms of the Confidentiality Deed to the extent of any inconsistency.

13.2 Survival of obligations

The rights and obligations of the Target and the Bidder in relation to confidential information under the Confidentiality Deed survive termination of this deed.

13.3 Disclosure on termination of deed

The parties agree that, if this deed is terminated under clause 14, any party may disclose:

(a) the fact that this deed has been terminated, where such disclosure is required by the Listing Rules or is in the reasonable opinion of that party required to ensure that the market in its securities is properly informed; and
(b) the fact that this deed has been terminated to ASIC.

13.4 Public announcements

(a) Where a party proposes or is required to make any subsequent public announcement or disclosure in connection with the Transaction or the Scheme, that party must, before making such announcement, to the extent lawful and practicable to do so, consult with the other party prior to making the relevant announcement or disclosure and unless

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immediate disclosure is required must give the other party a reasonable opportunity to comment on the form and content of the public announcement or disclosure and considering in good faith any such comments from the other party.

(b) The Bidder and the Target agree to consult with each other in advance in relation to:
(1) overall communication plans;
(2) approaches to Target Shareholders;
(3) approaches to the media;
(4) proxy solicitation; and
(5) written presentations,

in each case relating to the Transaction, including to provide each other a reasonable advance opportunity to comment, to ensure that the information is consistent with the information in the Scheme Booklet.

14. Termination

14.1 Limited termination events

This deed may only be terminated:

(a) by either party in the circumstances contemplated by clauses 14.2 and 14.3;
(b) by mutual written agreement of the parties;
(c) by either party if a court or other Regulatory Authority has issued a final and nonappealable order, decree or ruling or taking other action which permanently restrains or prohibits the Transaction; or
(d) by either party if the Court refuses to make any order directing the Target to convene the Scheme Meeting, provided that the parties have first met and consulted in good faith and agreed that they do not wish to proceed with the Scheme.

14.2 Termination by Bidder

The Bidder may terminate this deed at any time prior to 8.00am on the Second Court Date:

(a) in accordance with clause 3.7;
(b) by giving written notice to the Target if:
(1) the Target is in material breach of any clause of this deed (including in relation to the Target Warranties) and:
- (A) the Bidder has given written notice to the Target setting out the relevant circumstances and stating an intention to terminate this deed; and
- (B) the relevant circumstances have not been remedied and have continued to exist for 5 Business Days (or any shorter period ending at 8.00am on the Second Court Date) from the time the notice in clause 14.2(b)(1)(A) is given; or
(2) there is:

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(A) a Target Material Adverse Change in respect of the Target that occurs prior to 8.00am on the Second Court Date;
(B) a Target Prescribed Occurrence in respect of the Target that occurs prior to 8.00am on the Second Court Date
(3) the Target Shareholder Approval is not obtained;
(4) a Target director publicly withdraws, fails to make or adversely changes their Recommendation or Voting Intention or publicly recommends, supports or endorses a Competing Proposal, for any reason; or
(5) in any circumstances where the Target enters into any legally binding agreement, arrangement or understanding in relation to the undertaking or giving effect to any actual, proposed or potential Competing Proposal.

14.3 Termination by Target

The Target may terminate this deed at any time before the Delivery Time prior to 8.00am on the Second Court Date:

(a) in accordance with clause 3.7;
(b) by giving written notice to Bidder if:
(1) the Bidder is in material breach of any clause of this deed ((including in relation to the Bidder Warranties) and:
- (A) the Target has given written notice to the Bidder setting out the relevant circumstances and stating an intention to terminate this deed; and
- (B) the relevant circumstances are not remedied and have continued to exist for 5 Business Days from the time such notice is received by the Bidder (or any shorter period ending at the Delivery Time); or
(2) a majority of the Target directors publicly withdraw, fail to make or adversely change their Recommendation or Voting Intention or publicly recommend a Competing Proposal, for any reason, and, if required to do so, the Target pays the Target Payment to the Bidder; or
(3) there is:
- (A) a Bidder Material Adverse Change in respect of the Bidder that occurs prior to 8.00am on the Second Court Date; or
- (B) a Bidder Prescribed Occurrence in respect of the Bidder that occurs prior to 8.00am on the Second Court Date.

14.4 Effect of termination

If this deed is terminated the provisions of this deed (and all further obligations and liabilities of the parties under this deed) shall cease to have effect except for the provisions of (and obligations set out in) this clause and clauses 1, 10, 11, 13, 14.5 and 15, 16 and 18.15, 18.3, 18.5, 18.6, 18.8, 18.10, 18.12, 18.13 and 18.14 (inclusive), and 17 which will survive termination.

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14.5 Remedies

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The parties acknowledge that damages may not be a sufficient remedy for breach of this deed and that specific performance, injunctive relief or any other remedies which would otherwise be available in equity or law are available as a remedy for a breach or threatened breach of this deed by any party, notwithstanding the ability of the other party to terminate this deed or demand payment of the Target Payment or the Bidder Payment (as the case may be).

15. GST

15.1 Interpretation

(a) Except where the context suggests otherwise, terms used in this clause have the meanings given to those terms by the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (as amended from time to time).
(b) Any part of a supply that is treated as a separate supply for GST purposes (including attributing GST payable to tax periods) will be treated as a separate supply for the purposes of this clause.
(c) To the extent any consideration for a supply is expressly specified to be inclusive of GST, that consideration must not be taken into account in calculating the GST payable under clause 15.4(a) in relation to that supply.

15.2 GST exclusive

Unless this deed expressly states otherwise, all consideration to be provided under this deed is exclusive of GST.

15.3 Reimbursements and similar payments

Any payment or reimbursement required to be made under this deed that is calculated by reference to a cost, expense, or other amount paid or incurred will be limited to the total cost, expense or amount less the amount of any input tax credit to which an entity (or the representative member of the GST group of which the entity seeking reimbursement is a member of) is entitled for the acquisition to which the cost, expense or amount relates.

15.4 GST payable

(a) If GST is payable in relation to a taxable supply made under or in connection with this deed then any party ( Recipient ) that is required to provide consideration to another party ( Supplier ) for that supply must pay an additional amount to the Supplier equal to the amount of that GST at the same time as other consideration is to be provided for that supply.
(b) No payment of any amount pursuant to clause 15.4(a) is required until the Supplier has provided a valid tax invoice to the Recipient.
(c) If the GST payable in relation to a supply made under or in connection with this deed varies from the additional amount paid by the Recipient under clause 15.4(a) then the Supplier must promptly issue an adjustment note to the Recipient and will provide a corresponding refund or credit to, or will be entitled to receive the amount of that variation from, the Recipient. Any payment, credit or refund under this paragraph is deemed to be a payment, credit or refund of the additional amount payable under clause 15.4(a).
(d) Clauses 15.4(a) to 15.4(c) do not apply to the extent that the consideration for the supply is subject to a reverse-charge.

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16. Notices

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16.1 Giving notice

A notice, approval, consent, demand, request or other communication connected with this deed ( Notice ) has no legal effect unless it is:

(a) in writing and in the English language;
(b) addressed to the address of the addressee shown in this deed or to such other address as it may have notified the sender; and
(c) in the case of:
(1) personal service or post, signed by the party or by an Authorised Officer of the sender; or
(2) email, the Notice must stat that the email is a communication under this deed.

16.2 How notice is given

In addition to any other method of service provided by law, the Notice may be:

(a) sent by prepaid ordinary post to the address for service of the addressee, if the address is in Australia and the Notice is sent from within Australia;
(b) sent by prepaid airmail to the address for service of the addressee, if the address is outside Australia or if the Notice is sent from outside Australia;
(c) sent by electronic mail to the electronic mail address of the addressee; or
(d) personally delivered at the address for service of the addressee.
16.3 Deemed service

If the Notice is sent or delivered in a manner provided by clause 16.2, it must be treated as given to and received by the addressee:

(a) if personally delivered, on delivery;
(b) if sent by prepaid ordinary post from within Australia to an address in Australia, on the second Business Day (at the address to which it is posted) after posting;
(c) if sent by prepaid airmail to an address outside Australia or sent by prepaid airmail from outside Australia, on the fifth Business Day (at the address to which it is posted) after posting; or
(d) if sent by email, 24 hours after the email was sent, unless the party sending the email knows or reasonably ought to suspect that the email and the attached communication were not delivered to the addressee’s domain specified in the email address notified for the purposes of clause 16,

but if the communication would otherwise be taken to be received on a day that is not a Business Day or after 5.00pm, it is taken to be received at 9.00am on the next Business Day.

16.4 Target address

Target’s initial address for service and electronic mail address are:

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Target

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Address: Level 3, 1292 Hay Street, West Perth, WA 6005

Electronic Mail: [email protected]

Attention: Company Secretary

With a copy to: [email protected] and [email protected]

16.5 Bidder address

Bidder’s initial address for service and electronic mail address are:

Bidder

Address: 234 Railway Parade, West Leederville WA 6002 Electronic Mail: [email protected] Attention: General Counsel and Company Secretary With a copy to: [email protected], [email protected] and [email protected]

16.6 Change of address

A party may change its address for service or electronic mail address by giving a Notice of that change to each other party.

17. Governing law and jurisdiction

17.1 Governing law

This deed is governed by and construed in accordance with the laws of Western Australia.

17.2 Jurisdiction

Each party irrevocably:

(a) submits to the non-exclusive jurisdiction of the courts of Western Australia and the courts competent to determine appeals from those courts, with respect to any proceedings which may be brought at any time relating to this deed; and
(b) waives any objection it may now or in the future have to the venue of any proceedings, and any claim it may now or in the future have that any proceedings have been brought in an inconvenient forum, if that venue falls within clause 17.2(a).

18. Miscellaneous

18.1 Exercise rights

A single or partial exercise or waiver by a party of any right under or relating to this deed will not prevent any other exercise of that right or the exercise of any other right.

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18.2 Legal effect

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Each party acknowledges and agrees for the benefit of each other party that this document is intended to take effect as a deed. Each party executes this document with the intention that it will be immediately legally bound by this document despite the existence of, but subject to, the conditions precedent contained in clause 3. To avoid any doubt, there will be no need for further delivery of this document following the satisfaction of the conditions precedent contained in clause 3.

18.3 Merger

If the liability of a party to pay money under this deed becomes merged in any deed, judgment, order or other thing, the party liable must pay interest on the amount owing from time to time under that deed, judgment, order or other thing at the higher of the rate payable under this deed and that fixed by or payable under that deed, judgment, order or other thing.

18.4 Moratorium legislation

Any law which varies prevents or prejudicially affects the exercise by a party of any right, power or remedy conferred on it under this deed is excluded to the extent permitted by law.

18.5 No assignment

A party must not assign, transfer or novate all or any part of its rights or obligations under or relating to this deed or grant, declare, create or dispose of any right or interest in it, without the prior written consent of each other party.

18.6 Costs

Except as otherwise provided in this deed, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing each Transaction Document.

18.7 Remedies cumulative

The rights and remedies under this deed are cumulative and not exclusive of any rights or remedies provided by law.

18.8 Severability

If a provision of this deed is illegal, invalid, unenforceable or void in a jurisdiction it is severed for that jurisdiction and the remainder of this deed has full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected.

18.9 Further assurance

Each party must promptly at its own cost do all things (including executing and delivering all documents) necessary or desirable to give full effect to this deed and the transactions contemplated by it.

18.10 Taxes

The Bidder must:

(a) pay all Taxes which may be payable or determinable in connection with the execution, delivery, performance or enforcement of this deed or any payment or receipt or of any transaction contemplated by this deed; and
(b) indemnify Target against any liabilities resulting from any delay or omission by Bidder to pay any Taxes.

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18.11 Time

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(a) Time is of the essence of this deed.
(b) If the parties agree to vary a time requirement, the time requirement so varied is of the essence of this deed.
(c) An agreement to vary a time requirement must be in writing.
18.12 Variation

An amendment or variation to this deed is not effective unless it is in writing and signed by the parties.

18.13 Waiver

(a) A party’s waiver of a right under or relating to this deed, whether prospectively or retrospectively is not effective unless it is in writing and signed by that party.
(b) No other act, omission or delay by a party will constitute a waiver of a right.

18.14 Counterparts

(a) This deed may be executed electronically or in handwriting in any number of counterparts and by the parties on separate counterparts. Each counterpart (whether kept in electronic or paper form) constitutes an original of this deed, and all together constitute one deed.
(b) Without limiting the foregoing, if the signatures on behalf of one party are on more than one copy of this deed, this shall be taken to be the same as, and have the same effect as, if all of those signatures were on the same counterpart of this deed.

18.15 Whole agreement

This deed together with the Confidentiality Agreement:

(a) is the entire agreement and understanding between the parties relating to the subject matter of this deed; and
(b) supersedes any prior agreement, representation (written or oral) or understanding on anything connected with that subject matter.

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Schedule 1 - The Bidder Warranties

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The Bidder represents and warrants to the Target (on its own behalf and separately as trustee for each of the Target Indemnified Parties) that:

(a) ( Validly existing ) it is a company properly incorporated and validly existing under the laws of Australia;
(b) ( Authority ) the execution and delivery by the Bidder of the Transaction Documents to which the Bidder is party has been properly authorised by all necessary corporate action and the Bidder has full corporate power and lawful authority to execute and deliver such Transaction Documents and to perform or cause to be performed its obligations under such Transaction Documents;
(c) ( Binding and enforceable ) the Transaction Documents to which the Bidder is party constitute legal, valid and binding obligations on it, enforceable in accordance with their terms;
(d) ( No default ) the Transaction Documents to which the Bidder is party (and the Bidder’s entry into and compliance with those Transaction Documents) do not conflict with or result in a breach of or default under:
(1) the constitution or equivalent constituent documents of the Bidder or any of its Subsidiaries; or
(2) any writ, order or injunction, judgment, law, rule, obligation or regulation to which the Bidder or any of its Subsidiaries is party, or by which the Bidder or any of its Subsidiaries is bound;
(e) ( No approvals ) As far as the Bidder is aware, no shareholder or Regulatory Authority approvals are required to be obtained by any member of the Bidder Group in order for it to execute and perform the Transaction Documents to which it is party;
(f) ( Bidder Information ) as at the First Court Date, the date of despatch of the Scheme Booklet, the date of the Scheme Meeting and the Second Court Date:
(1) the Bidder Information has been prepared and included in the Scheme Booklet in good faith and on the understanding that the Target and the Target Indemnified Parties have relied, and will continue to rely, on that information for the purposes of preparing the Scheme Booklet and proposing the Scheme;
(2) the Bidder Information complies in all material respects with, and contains all information regarding the Bidder, the Bidder Group and the Scheme Consideration required by, all relevant laws (including the Corporations Act, Listing Rules and relevant Regulatory Guides);
(3) the Bidder Information in the form and context in which it appears in the Scheme Booklet is not misleading or deceptive in any material respect and does not contain any material omission;
(4) any statement of opinion or belief contained in the Bidder Information is honestly held and there are reasonable grounds for holding the opinion or belief; and
(5) all information provided by or on behalf of the Bidder to the Independent Expert has been prepared and provided in good faith and on the understanding that the Independent Expert has relied, and will continue to rely, on the information for the purposes of preparing the Independent Expert’s Report;

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(g) ( Insolvency ) no Insolvency Event has occurred in relation to the Bidder; and

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(h) ( Other relationships ) other than as Disclosed, neither the Bidder nor any of its Associates:
(1) has a Relevant Interest in any Target Shares; or
(2) is a party to any agreement, arrangement or understanding involving the conferring of rights on it, the economic effect of which is equivalent, substantially equivalent, or similar to, it acquiring, holding or disposing of Target Shares (whether combined with a financing arrangement or not);
(i) ( No breach of Conditions ) the Bidder is not aware of any circumstance, matter or thing that may cause or contribute to a breach of any of the Conditions in clauses 3.1(j), 3.1(k) or 3.1(l);
(j) ( Continuous disclosure ) as at the date of this deed, the Bidder is not in breach of its continuous disclosure obligations under the Listing Rules and is not relying on the exclusion in Listing Rule 3.1A to withhold any information from disclosure (other than in relation to the Transaction or as disclosed in writing to the Target on or before the date of this deed);
(k) ( Bidder issued capital ) the issued capital of the Bidder as at the date of this deed is:
(1) 180,987,603 Bidder Shares;
(2) 787,600 unlisted performance rights; and
(3) 32,754,232 unlisted options,

and there are no other Bidder securities (or offers or agreements to issue any securities) that may convert into Bidder Shares; ( New Bidder Shares ) the New Bidder Shares to be issued in accordance with clause 5 and the terms of the Scheme will be duly authorised and validly issued, fully paid and non-assessable, and free of all security interests and third party rights and will rank equally with all of the other Bidder Shares then on issue;

(l) ( Information to Independent Expert ) all information provided by or on behalf of the Bidder to the Independent Expert to enable the Independent Expert’s Report to be included in the Scheme Booklet to be prepared and completed will not be misleading or deceptive in any material respect (whether by omission or otherwise) and will be provided in good faith and on the understanding that the Independent Expert will rely upon that information for the purposes of preparing the Independent Expert’s Report for inclusion in the Scheme Booklet;
(m) ( Ordinary course of business ) other than as fairly disclosed to the ASX, between 1 July 2022 and the date of this deed, the Bidder has conducted its business in the ordinary and usual course of business, consistent with past practices;
(n) ( No Regulatory Approvals ) as at the date of this deed, no Regulatory Approvals are required by the Bidder in order for it to execute and perform this deed and to implement the Scheme;
(o) ( Not a foreign person ) so far as the Bidder is aware, having made reasonable inquiries, the Bidder is not a ‘foreign person’ as defined in the Foreign Acquisitions and Takeovers Act;

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(p) ( No restriction ) as at the date of this deed, there is no judgment, injunction, order or decree binding on any member of the Bidder Group that has or would be likely to have the effect of prohibiting, materially restricting or materially impairing after the Effective Date any business of the Bidder Group as it is presently being conducted;
(q) ( Litigation ) as at the date of this deed, no member of the Bidder Group, nor the assets, properties, or business of any member of the Bidder Group, is subject to any judgment, order, writ, injunction or decree of any court, Regulatory Authority, or arbitration tribunal, which would or is likely to result in a Bidder Material Adverse Change, and so far as the Bidder is aware:
(1) there are no material actions, suits, arbitrations, legal or administrative proceedings pending against any member of the Bidder Group which if successful, would or is likely to result in a Bidder Material Adverse Change; and
(2) no member of the Bidder Group is the subject of any pending investigation which if progressed to its conclusion, would or is likely to result in a Bidder Material Adverse Change.
(r) ( Financial Statements ) the Bidder’s financial statements as disclosed to the ASX have been prepared in accordance with the Accounting Standards on a basis consistent with past practice financial statements and, so far as the Bidder is aware, there has not been any event, change, effect or development which would require the Bidder to restate its financial statements as disclosed to the ASX.
(s) ( Compliance with laws ) To the best of the knowledge of the directors of the Bidder, the members of the Bidder Group have complied in all material respects with the requirements imposed by any applicable mining, environmental, cultural heritage, health, safety and employment laws and regulations with respect to the Bidder’s Tenements and business.

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Schedule 2 – The Target Warranties

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The Target represents and warrants to the Bidder (on its own behalf and separately as trustee for each of the Bidder Indemnified Parties) that:

(a) ( Validly existing ) it is a company properly incorporated and validly existing under the laws of its place of incorporation;
(b) ( Authority ) the execution and delivery by the Target of the Transaction Documents to which the Target is party has been properly authorised by all necessary corporate action and the Target has full corporate power and lawful authority to execute and deliver such Transaction Documents and to perform or cause to be performed its obligations under such Transaction Documents;
(c) ( Binding and enforceable ) the Transaction Documents to which the Target is party constitute legal, valid and binding obligations on it, enforceable in accordance with their terms;
(d) ( No default ) the Transaction Documents to which the Target is party (and the Target’s entry into and compliance with those Transaction Documents) do not conflict with or result in a breach of or default under:
(1) the constitution or equivalent constituent documents of the Target or any of its Subsidiaries; or
(2) any writ, order or injunction, judgment, law, rule, obligation or regulation to which the Target or any of its Subsidiaries is party, or by which the Target or any of its Subsidiaries is bound;
(e) ( No approvals ) no shareholder or Regulatory Authority approvals are required to be obtained by the Target Group in order for the Target to execute and perform the Transaction Documents to which it is a party, other than as contemplated by this deed;
(f) ( Capital structure ) as at the date of this deed, the Target Shares, Target Options and Target Performance Rights on issue are as set out in Schedule 5, and the Target has not issued or agreed to issue any other securities, instruments or rights which may convert into Target Shares which are still outstanding, other than as Disclosed;
(g) ( Target Information ) as at the First Court Date, the date of despatch of the Scheme Booklet, the date of the Scheme Meeting and the Second Court Date:
(1) the Target Information has been prepared and included in the Scheme Booklet in good faith and on the understanding that the Bidder and the Bidder Indemnified Parties have relied, and will rely, on that information for the purposes of considering and approving the Bidder Information in the Scheme Booklet;
(2) the Target Information complies in all material respects with all relevant laws (including the Corporations Act, Listing Rules and relevant Regulatory Guides);
(3) the Target Information (as well as any Bidder Information to the extent that it consists of information relating to the Target Group that was provided to the Bidder by or on behalf of the Target or has been extracted from announcements made by the Target to ASX regarding the Target Group) does not contain a statement which is misleading or deceptive in any material respect and does not contain any material omission;

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(4) any statement of opinion or belief contained in the Target Information is honestly held and there are reasonable grounds for holding the opinion or belief; and
(5) all information provided by or on behalf of the Target to the Independent Expert has been prepared and provided in good faith and on the understanding that the Independent Expert has relied, and will continue to rely, on the information for the purposes of preparing the Independent Expert’s Report;
(h) ( Disclosure ) the Target is in compliance with all of the disclosure requirements under the Listing Rules, including its continuous disclosure obligations under Listing Rule 3.1 and, as at the date of this deed, following the making by the Target of the Agreed Announcement to ASX , will not be withholding any information pursuant to Listing Rule 3.1A;
(i) ( ASX announcements ) as far as the Target is aware, no material information contained in any document or announcement which any member of the Target Group has lodged, or filed with, or otherwise given to, ASIC or ASX (or which has been lodged, filed or given on behalf of a member of the Target Group) since the date 12 months prior to the date of this deed, was misleading or deceptive in any material respect (whether by omission or otherwise) as at the date the relevant document was lodged, filed with or given to ASIC or ASX (or, if applicable, such other date that the information in the relevant document was expressed to be given);
(j) ( Target Due Diligence Materials ) the Target Due Diligence Materials and all other information provided to Bidder by Target for the purpose of its due diligence investigations (but for the avoidance of doubt, does not include any information of commercial or competitive sensitivity) were compiled and made available to the Bidder and its Representatives in good faith and as far as the Target is aware, the Target Due Diligence Materials are:
(1) true and accurate in all material respects as at the date of this deed;
(2) are not misleading or deceptive in any material respect; and
(3) do not omit any material information known that has not otherwise been Disclosed to the Bidder and which might reasonably be considered necessary for the Bidder to make an informed decision as to whether to enter into this deed and proceed with the Transaction contemplated by it;
(k) ( Tenements ) all Tenements set out in Schedule 4:
(1) are held either directly or indirectly by the Target Group, and the Target Group is the legal and beneficial owner of those tenements in the ownership percentages as per Schedule 4;
(2) and any minerals the subject of those tenements, are not the subject of any agreements where they will be disposed by the Target;
(3) are in good standing and are not liable to forfeiture and, there is no presently existing or potential matter which is likely to prejudice the renewal of those tenements;
(4) are not the subject of litigation or other proceeding pending or threatened against those tenements; and
(5) are not affected by Native Title Claims, Native Title Rights or cultural heritage sites;

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(l) ( Reasonable assumptions ) to the extent any Target Due Diligence Materials include forward looking statements, those forward looking statements are based on assumptions which Target believes, as at the date the information was provided, were determined with reasonable care and skill;
(m) ( Financial reports ) the Target Group’s financial statements as filed with ASX comply with all applicable statutory requirements and were prepared in accordance with the Corporations Act, relevant accounting standards and all other applicable laws and regulations, and give a true and fair view of the financial position and assets and liabilities of the Target Group;
(n) ( ordinary course of business ) during the 12 months prior to the date of this deed, the business and operations of the Target Group have been conducted as a going concern in the ordinary and normal course and in a manner generally consistent (subject to any applicable laws and regulations) with past practice;
(o) ( Insolvency ) no Insolvency Event has occurred in relation to the Target;
(p) ( Assets ) as at the date of this deed, the Target Group owns, or has the right to use, all of the assets and real property, free and clear of any Encumbrances that are material for the conduct of the business of the Target Group, and will continue to do so upon and immediately following implementation of the Transaction;
(q) ( Properties ) no Target Group member has any interest in land other than its interest as lessee under the lease of Suite 3.4, 1292 Hay Street, West Perth 6005 WA, and no Target Group member is party to any agreement or arrangement in relation to the ownership (including purchase or sale), occupation, lease, licence or use of any real property;
(r) ( Licences, permits, authorisations and approvals ) the Target and each member of the Target Group has all material licences, permits, authorisations and approvals necessary for it to conduct its business in the manner in which it is conducted at the date of this deed, and none of the Target or any member of the Target Group are in material breach of, or default under, any such licence, permit, authorisation or approval, nor has the Target or any of its Subsidiaries, received any notice in respect of the termination, revocation, variation or non-renewal of any such licence, permit, authorisation or approval;
(s) ( Employment ) the Target Due Diligence Materials Disclose details of the period of service, remuneration package, applicable allowances, redundancy and/or termination entitlements and accrued leave (including long service leave, annual leave and personal leave) as at the date specified therein for each Relevant Employee;
(t) ( Intellectual Property Rights ):
(1) the Target Group is the sole legal and beneficial owner of all right, title and interest in and to the Target IP;
(2) the Target Group has not licensed, assigned or otherwise disposed of any right, title or interest in the Target IP and there is no obligation for the Target Group to grant a licence, assignment or other right in respect of any Target IP to any third party (including companies related to the Target Group, other than to Target or its Subsidiaries); and
(3) the Target IP comprises all the Intellectual Property Rights necessary for each of Target and its Subsidiaries to operate its business as it has been operated in the 12 months before the date of this deed;
(u) ( Compliance with laws ) the Target and each member of the Target Group have complied in all material respects with all applicable laws and regulations in each

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applicable jurisdiction in which the Target Group operates, and none of the Target or any member of the Target Group is aware of, or has received any notice of any actual or alleged material breach of any such laws or regulations by any member of the Target Group;

(v) ( Material Contracts ) all material contracts, in existence as at the date of this deed have been Disclosed in the Target Due Diligence Materials;
(w) ( Compliance with contracts ) as far as the Target is aware, the Target and each member of the Target Group have complied in all material respects with each material contract to which it is a party, and none of the Target or any member of the Target Group is aware of any intention on the part of any counterparty to such a material contract to terminate or amend the terms of such material contract;
(x) ( Rights under Material Contracts ) as at the date of this deed, there are no material contracts which contain any change of control provisions, pre-emptive rights, mandatory sale or purchase obligations or similar rights that will be triggered by implementation of the Transaction (except as specifically Disclosed in the Target Due Diligence Materials);
(y) ( Third party relationships ) No Target Group member has been notified in writing by any third party that such third party intends to cease or alter the nature of its commercial or business dealings with the Target Group, where the cessation or alteration of such commercial or business dealings could be reasonably expected to have a material adverse effect on the operational or financial performance of the Target Group (taken as a whole);
(z) ( No breach of any financing arrangements ) there is no existing or unremedied material breach of, nor any material default, event of default, cancellation event, review event, prepayment event or similar event currently subsisting under any existing financing or security arrangements to which the Target or any of its Subsidiaries is party to or by which any member of the Target Group (or any assets thereof) is bound;
(aa) ( No Encumbrances ) on the Implementation Date, there will be no Encumbrances over all or any of the Target Group's present or future assets or revenues other than in the ordinary course of business or as contemplated by the Mining Lease Application;
(bb) ( Costs ) the Target Due Diligence Materials contain full copies of all mandate letters and letters of engagement relating to the appointment of the Target’s legal, financial, tax and other advisers who are entitled to receive fees in connection with the Transaction;
(cc) ( No Target Prescribed Occurrence ) no Target Prescribed Occurrence is subsisting or has occurred between the date of this deed and the Implementation Date;
(dd) ( No litigation ) as at the date of this deed, neither the Target nor any of its Subsidiaries are:
(1) a party to any material legal action, investigation, proceeding, dispute, claim, demand, notice, direction, inquiry, arbitration, mediation, dispute resolution or litigation; or
(2) the subject of any material ruling, judgement, order, declaration or decree by any Regulatory Authority,

and there is no such legal action, investigation, proceeding, dispute, claim, demand, notice, direction, inquiry, enforcement action, arbitration, mediation, dispute resolution or litigation, dispute resolution, litigation, ruling, judgement, order, declaration or decree pending, threatened or anticipated, against the Target or its Subsidiaries;

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(ee) ( Insurance ) in respect of the insurances effected in respect of the Target Group:

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(1) the insurances provide usual insurance coverage for the business activities undertaken by the Target Group;
(2) the Target Group has not carried out any business activities in respect of which it does not have usual insurance coverage;
(3) each insurance is in full force and effect in accordance with its terms and all applicable premiums have been paid by the due date for payment; and
(4) nothing has been done or omitted to be done that would make any insurance void or voidable or that would permit an insurer to cancel the policy or refuse or materially reduce a claim or materially increase the premium payable under any Insurance or otherwise alter the terms of the policy;
(ff) ( Insurance claims ) as at the date of this deed:
(1) there are no outstanding Claims made by a Target Group member or any person on its behalf under any Insurance or an insurance policy previously taken out by or for the benefit of any Target Group member;
(2) there are no threatened or pending Claims under any Insurance and there are no facts, matters or circumstances which could give rise to an entitlement to make a Claim under any insurance;
(3) the Target Group members have notified insurers of all material claims, facts, matters and circumstances as required by the notification provisions under each insurance;
(4) no Target Group member has made a claim under any insurance that has been rejected or denied by the insurer; and
(5) each Target Group member has in place all insurances required by law or contract to be taken out by it, subject to excesses and deductibles;
(gg) ( Anti-bribery ) no member of the Target Group or any director, officer or employee of the Target Group, or to the knowledge of Target, any other person acting on behalf of any member of the Target Group, has:
(1) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity;
(2) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; or
(3) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment,

and in each case, in violation of any applicable domestic or foreign anti-bribery laws in Australia or any other jurisdiction which is applicable to the Target Group; and

(hh) ( Money laundering laws ) the operations of the Target Group are and have been conducted at all times in compliance with all applicable money laundering legislation of Australia or any other jurisdiction which is applicable to the Target Group, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Regulatory Authority in those jurisdictions, including, but not limited to, conducting customer identification and verification in a

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manner consistent with the requirements of the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) and the Anti-Money Laundering and Counter-Terrorism Financing Rules Instrument (No 1) 2007 .

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Schedule 3 - Indicative Timetable

Event

Date

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Announce Transaction 30 June 2023 Target submits Regulator’s Scheme Booklet to ASIC 21 August 2023 First Court Hearing 8 September 2023 Scheme Meeting 12 October 2023 Second Court Hearing 16 October 2023 Effective Date 18 October 2023 Record Date for Scheme 20 October 2023 Implementation Date 27 October 2023

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Schedule 4 – Tenements

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TENEMENT

REGISTERED HOLDER

FOOTNOTE

Juglah Dome Project

E25/585

Western Copper Pty Ltd

Pioneer Dome Project

E15/1515 Essential Metals Limited E15/1725 Essential Metals Limited E63/1669 Essential Metals Limited E63/1782 Essential Metals Limited E63/1783 Essential Metals Limited E63/1785 Essential Metals Limited E63/1825 Essential Metals Limited E63/2118 Essential Metals Limited M15/1896 Essential Metals Limited M63/665 Essential Metals Limited L63/77 Essential Metals Limited

Horse Rocks Project

E15/1710

Essential Metals Limited

Blair - Golden Ridge Project

E26/186	Golden Ridge Nth Kambalda Pty Ltd	2
E26/211	Golden Ridge Nth Kambalda Pty Ltd	2
E26/212	Golden Ridge Nth Kambalda Pty Ltd	2
M26/220	Golden Ridge Nth Kambalda Pty Ltd	2
M26/222	Golden Ridge Nth Kambalda Pty Ltd	2
M26/284	Golden Ridge Nth Kambalda Pty Ltd	2
M26/285	Golden Ridge Nth Kambalda Pty Ltd	2
L26/272	Golden Ridge Nth Kambalda Pty Ltd	2

E27/558

Essential Metals Limited

E45/4948 Essential Metals Limited E47/3318-I Essential Metals Limited E47/3321-I Essential Metals Limited

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E47/3945	Essential Metals Limited
	Essential Metals Limited 25% - Northern
E27/278	Star Resources Limited 75%
	Essential Metals Limited 25% - Northern
E27/438	Star Resources Limited 75%
	Essential Metals Limited 25% - Northern
E27/4911	Star Resources Limited 75%
	Essential Metals Limited 25% - Northern
E27/520	Star Resources Limited 75%
	Essential Metals Limited 25% - Northern
E27/548	Star Resources Limited 75%
	Essential Metals Limited 25% - Northern
E27/579	Star Resources Limited 75%
	Essential Metals Limited 25% - Northern
E28/1746	Star Resources Limited 75%
	Essential Metals Limited 25% - Northern
E28/2483	Star Resources Limited 75%
	Essential Metals Limited 20% -
E63/1784	Poseidon Nickel Limited 80%
M15/1769	Maximus Resources Ltd (3)	3
M15/1770	Maximus Resources Ltd (3)	3
M15/1771	Maximus Resources Ltd (3)	3
M15/1772	Maximus Resources Ltd (3)	3
M15/1773	Maximus Resources Ltd (3)	3
M15/1101	Maximus Resources Ltd (3)	3
M15/1263	Maximus Resources Ltd (3)	3
M15/1264	Maximus Resources Ltd (3)	3
M15/1323	Maximus Resources Ltd (3)	3
M15/1338	Maximus Resources Ltd (3)	3
	Essential Metals Limited 25% -
M15/1449	Maximus Resource Limited 75%

FOOTNOTES

100% owned subsidiary of Essential

1 Metals Limited 100% owned subsidiary of Essential
2 Metals Limited Essential Metals has 20% interest in
3 nickel rights

1 The term of E27/491 expired on 14 March 2023 and no extension / renewal of the term was granted.

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Schedule 5 - Target Capital Structure

As at the date of this deed, the Target has on issue the following securities.

Security	Total on issue
Ordinary Shares	267,566,694
Target Options
Options expiring 30-Sep-24 and exercisable at $0.125	200,000
Options expiring 30-Sep-24 and exercisable at $0.175	200,000
Options expiring 30-Sep-24 and exercisable at $0.225	200,000
Options expiring 31-Jan-24 and exercisable at $0.25	500,000
Options expiring 31-Jan-24 and exercisable at $0.35	500,000
Options expiring 31-Jan-24 and exercisable at $0.45	500,000
Options expiring 30-Jun-24 and exercisable at $0.25	533,334
Options expiring 30-Jun-24 and exercisable at $0.35	533,334
Options expiring 30-Jun-24 and exercisable at $0.45	533,334
Subtotal of Options	3,700,002
Target Performance Rights
Performance Rights expiring 31-Jan-24	500,000
Performance Rights expiring 30-Jun-24	793,273
Performance Rights expiring 30-Jun-25	1,551,020
Performance Rights expiring 30-Jun-26	523,942
Subtotal of Performance Rights	3,368,235

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Proposed treatment of Target Options:

Expiry date	Exercise price	Number	Treatment method	Consideration
30-Sep-24	$0.125	200,000	Option Cancellation Deed or prior exercise	Intrinsic value in Bidder Shares calculated in accordance with the Option Cancellation Deed
30-Sep-24	$0.175	200,000	Option Cancellation Deed or prior exercise	Intrinsic value in Bidder Shares calculated in accordance with the Option Cancellation Deed
30-Sep-24	$0.225	200,000	Option Cancellation Deed or prior exercise	Intrinsic value in in Bidder Shares calculated in accordance with the Option Cancellation Deed
31-Jan-24	$0.25	500,000	Option Cancellation Deed or prior exercise	Intrinsic value in Bidder Shares calculated in accordance with the Option Cancellation Deed
31-Jan-24	$0.35	500,000	Option Cancellation Deed or prior exercise	Intrinsic value in Bidder Shares calculated in accordance with the Option Cancellation Deed
31-Jan-24	$0.45	500,000	Option Cancellation Deed or prior exercise	Intrinsic value in Bidder Shares calculated in accordance with the Option Cancellation Deed
30-Jun-24	$0.25	533,334	Option Cancellation Deed or prior exercise	Intrinsic value in Bidder Shares calculated in accordance with the Option Cancellation Deed
30-Jun-24	$0.35	533,334	Option Cancellation Deed or prior exercise	Intrinsic value in Bidder Shares calculated in accordance with the Option Cancellation Deed
30-Jun-24	$0.45	533,334	Option Cancellation Deed or prior exercise	Intrinsic value in Bidder Shares calculated in accordance with the

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Expiry date	Exercise price	Number	Treatment method	Consideration
				Option Cancellation Deed

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Signing page

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Executed as a deed by Essential Metals Limited ACN 103 423 981 in accordance with section 127 of the Corporations Act 2001 (Cth)

[Signed Craig McGown ]

Director Craig McGown Print full name of Director

[Signed Timothy Spencer]

Directo ~~r/Secretary~~ Timothy Spencer

Print full name of Directo ~~r/Secretary~~

Executed as a deed by Develop Global Limited ACN 122 180 205 in accordance with section 127 of the Corporations Act 2001 (Cth)

[Signed Bill Beament] [Signed Steven Wood]

Director Director/Secretary William James Beament Steven Douglas Wood

Print full name of Director

Print full name of ~~Director/~~ Secretary

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Attachment 1 - Scheme of Arrangement

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Scheme of Arrangement

Pursuant to section 411 of the Corporations Act

Essential Minerals Limited ( Target )

Each person registered in the Target Share Register as a holder of Scheme Shares as at the Record Date

Contact – Luke Dawson, Special Counsel, [email protected]

BRISBANE

Level 8, Waterfront Place, 1 Eagle Street T +61 7 3024 0000 Brisbane Qld 4000 Australia F +61 7 3024 0300

PERTH

Level 27, Allendale Square, 77 St Georges T +61 8 9211 8111 Terrace Perth WA 6000 Australia F +61 8 9221 9100

PO Box 7822, Waterfront Place Qld 4001 Australia

E [email protected]

PO Box Z 5312, St Georges Terrace, Perth WA 6831 Australia

www.hopgoodganim.com.au

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1.	Definitions and interpretation ....................................................................................................... 1
2.	Conditions precedent ................................................................................................................... 5
3.	Scheme ........................................................................................................................................ 6
4.	Implementation of Scheme .......................................................................................................... 6
5.	Scheme Consideration ................................................................................................................. 7
6.	Dealings in Target Shares ..........................................................................................................11
7.	Suspension and termination of quotation ...................................................................................12
8.	General Scheme provisions .......................................................................................................12
9.	General .......................................................................................................................................14

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Date

Parties

Essential Metals Limited ACN 103 423 981 of Level 3, 1292 Hay Street, West Perth WA 6005 ( Target )

Each person registered in the Target Share Register as a holder of Scheme Shares as at the Record Date

Background

A. The Target and the Bidder have entered into the Scheme Implementation Deed, pursuant to which, amongst other things, the Target has agreed to propose this Scheme, and each of the Target and the Bidder has agreed to take certain steps to give effect to this Scheme.
B. If this Scheme becomes Effective, the Bidder will acquire all of the Scheme Shares and the Target will enter the Bidder in the Target Share Register as the holder of the Scheme Shares.

Operative provisions

1. Definitions and interpretation

1.1 Definitions

In this Scheme, unless the contrary intention appears or the context requires otherwise:

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited ACN 008 624 691 or, as the context requires, the financial market operated by it known as the Australian Securities Exchange.

Bidder means Develop Global Limited ACN 122 180 205 of 234 Railway Parade, West Leederville WA 6002.

Bidder Nominee has the meaning given in clause 4.1.

Bidder Share means a fully paid ordinary share in the capital of the Bidder.

Business Day means a day that is not a Saturday, Sunday or public holiday and on which banks are open for business generally in Perth, Western Australia.

CHESS means the clearing house electronic sub-register system for the electronic transfer of securities operated by ASX Settlements Pty Limited ABN 49 008 504 532.

Condition means each condition to this Scheme set out in clause 2.1.

Corporations Act means the Corporations Act 2001 (Cth).

Court means the Supreme Court of Western Australia and the Federal Court of Australia (sitting in Perth) or such other court of competent jurisdiction as the Target and the Bidder agree in writing.

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Deed Poll means a deed poll to be executed by the Bidder (and the Bidder Nominee, if a Bidder Nominee is nominated by the Bidder) in favour of the Scheme Shareholders, substantially in the form set out in Attachment 2 or in such other form as the Target and the Bidder agree in writing.

Delivery Time means 8:00 am on the Second Court Date.

Effective means, when used in relation to this Scheme, the coming into effect, pursuant to section 411(10) of the Corporations Act, of the order of the Court made under section 411(4)(b) of the Corporations Act in relation to this Scheme.

Effective Date means the date on which this Scheme becomes Effective.

End Date means 30 November 2023 or such other date agreed between the parties in writing in accordance with the Scheme Implementation Deed.

Implementation Date means the date that is 5 Business Days after the Record Date or such other date as the Target and the Bidder agree in writing or as ordered by the Court.

Ineligible Foreign Holder means any Scheme Shareholder whose address shown on the Target Share Register as at the Record Date is in a place outside Australia and New Zealand, unless, no less than three Business Days before the Scheme Meeting, the Target and the Bidder agree in writing that it is lawful and not unduly onerous or unduly impracticable to issue that Target Shareholder with New Bidder Shares when the Scheme becomes Effective.

Listing Rules means the Official Listing Rules of ASX as amended from time to time.

New Bidder Share means a fully paid ordinary share in the capital of the Bidder to be issued under the Scheme.

Non-electing Small Shareholder means a Small Shareholder who has not provided the Target Share Registry with an Opt-In Notice by the Opt-in Notice Cut-Off Date.

Opt-in Notice means a notice by a Small Shareholder requesting to receive the Scheme Consideration as New Bidder Shares.

Opt-in Notice Cut-Off Date means the latest time and date by which a completed Opt-in Notice must be received by the Target Share Registry, being 5:00 pm on the Business Day prior to the Record Date.

Record Date means 5:00 pm on the second Business Day following the Effective Date or such other time and date agreed in writing (acting reasonably, taking account of ASX requirements) between the Target and the Bidder.

Registered Address means in relation to a Target Shareholder, the address shown in the Target Share Register.

Regulatory Authority means:

(a) any government or local authority, any department, minister or agency of any government and any other governmental, administrative, fiscal, monetary or judicial body; and

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(b) any other authority, agency, commission or similar entity having powers or jurisdiction under any law or regulation or the listing rules of any recognised stock or securities exchange.

Sale Agent means a person appointed by the Target and the Bidder to sell the New Bidder Shares that would otherwise be issued to or for the benefit of Ineligible Foreign Holders and Small Shareholders under the terms of the Scheme.

Sale Proceeds means the proceeds of the sale referred to in clause 5.5(b)(2) after the Sale Agent or the Bidder (as applicable) has deducted any applicable brokerage, foreign exchange, stamp duty and other selling costs, taxes and charges.

Scheme means the scheme of arrangement under Part 5.1 of the Corporations Act between the Target and the Scheme Shareholders as set out in this document, subject to any alterations or conditions made or required by the Court pursuant to section 411(6) of the Corporations Act and agreed to by the Target and the Bidder.

Scheme Implementation Deed means the Scheme Implementation Deed dated 3 July 2023 between the Target and the Bidder under which, amongst other things, the Target has agreed to propose this Scheme, and each of the Target and the Bidder has agreed to take certain steps to give effect to this Scheme.

Scheme Meeting means the meeting of Target Shareholders to be convened pursuant to section 411(1) of the Corporations Act to consider and, if thought fit, to approve the Scheme.

Scheme Share means a Target Share on issue as at the Record Date, other than any Target Shares held by the Bidder as at the Record Date.

Scheme Shareholder means each person registered in the Target Share Register as the holder of one or more Scheme Shares as at the Record Date.

Scheme Transfer means one or more proper instruments of transfer in respect of this Scheme Shares for the purposes of section 1071B of the Corporations Act, which may be or include a master transfer of all or part of the Scheme Shares.

Second Court Date means the first day of the hearing of an application made to the Court for an order pursuant to section 411(4)(b) of the Corporations Act approving this Scheme or, if the hearing of such application is adjourned for any reason, means the first day of the adjourned hearing.

Security Interest has the meaning given in section 12 of the Personal Property Securities Act 2009 (Cth).

Small Shareholder means a Scheme Shareholder (other than an Ineligible Foreign Holder) who, based on their holding of Scheme Shares on the Record Date, would on implementation of the Scheme, be entitled to receive less than a marketable parcel (as that term is defined in the Listing Rules) of New Bidder Shares (assessed by reference to the last traded price of Bidder Shares on ASX on the trading day prior to the Record Date) as Scheme Consideration.

Subsidiary has the meaning given to that term in the Corporations Act.

Target Share Register means the register of members of the Target maintained by or on behalf of the Target in accordance with section 168(1) of the Corporations Act.

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Target Share Registry means Automic Pty Ltd ACN 152 260 814.

Target Shareholder means each person registered in the Target Share Register as the holder of one or more Target Shares.

Target Shares means fully paid ordinary shares in the capital of the Target.

Tax means any tax, levy, excise, duty, charge, surcharge, contribution, withholding tax, impost or withholding obligation of whatever nature, whether direct or indirect, by whatever method collected or recovered, together with any fees, penalties, fines, interest or statutory charges in any country or jurisdiction.

Taxation Administration Act means the Taxation Administration Act 1953 (Cth).

1.2 Interpretation

In this Scheme headings and labels used for definitions are for convenience only and do not affect interpretation and, unless the contrary intention appears:

(a) a word importing the singular includes the plural and vice versa, and a word of any gender includes the corresponding words of any other gender;
(b) the word including or any other form of that word is not a word of limitation;
(c) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(d) a reference to a person includes an individual, the estate of an individual, a corporation, an authority, an association or parties in a joint venture, a partnership and a trust;
(e) a reference to a party includes that party's executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(f) references to paragraphs or clauses are to a paragraph or clause of this Scheme;
(g) a reference to a document (including this Scheme) is to that document as varied, novated, ratified or replaced from time to time;
(h) a reference to an agency or body if that agency or body ceases to exist or is reconstituted, renamed or replaced or has its powers or function removed ( obsolete body ), means the agency or body which performs most closely the functions of the obsolete body;
(i) a reference to a statute includes any regulations or other instruments made under it ( delegated legislation ) and a reference to a statute or delegated legislation or a provision of either includes consolidations, amendments, reenactments and replacements;
(j) if a word or phrase is not given a defined meaning in clause 1.1 but is defined in or for the purposes of the Corporations Act, it has the same meaning when used in this Scheme;
(k) a reference to a date or time is to that date or time in Perth, Australia; and

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(l) this Scheme or any clause in this Scheme must not be construed adversely to a party just because that party prepared it or caused it to be prepared.

1.3 Business Day

Except where otherwise expressly provided, where under this Scheme the day on which or by which any act, matter or thing is to be done is a day other than a Business Day, such act, matter or thing shall be done on the immediately preceding Business Day.

2. Conditions precedent

2.1 Conditions

The Scheme is conditional upon, and will have no force or effect until, the satisfaction of each of the following conditions, and the provisions of clauses 3 and 4 will not come into effect unless and until each of these conditions have been satisfied:

(a) as at the Delivery Time, each of the conditions set out in clause 3.1 of the Scheme Implementation Deed (other than the condition relating to the approval of the Court set out in clause 3.1(b) of the Scheme Implementation Deed) has been satisfied or waived in accordance with the terms of the Scheme Implementation Deed;
(b) as at the Delivery Time, neither the Scheme Implementation Deed nor the Deed Poll has been terminated;
(c) the Court approves this Scheme under section 411(4)(b) of the Corporations Act including any alterations made or required by the Court under section 411(6) of the Corporations Act as are acceptable to the Target and the Bidder (each acting reasonably);
(d) such other conditions made or required by the Court under section 411(6) of the Corporations Act in relation to this Scheme as are acceptable to the Target and the Bidder (each acting reasonably) have been satisfied or waived; and
(e) the coming into effect, pursuant to section 411(10) of the Corporations Act, of the orders of the Court made under section 411(4)(b) of the Corporations Act (and, if applicable, section 411(6) of the Corporations Act) in relation to this Scheme.

2.2 Certificates in relation to Conditions

On the Second Court Date:

(a) the Target must provide to the Court a certificate (or such other evidence as the Court may request) confirming (in respect of matters within its knowledge) whether or not the Conditions set out in clauses (a) and (b) have been satisfied or waived; and
(b) the Bidder must provide to the Court a certificate (or such other evidence as the Court may request) confirming (in respect of matters within its knowledge) whether or not the Conditions set out in clauses (a) and (b) have been satisfied or waived.

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2.3 Termination of Scheme Implementation Deed

Without limiting any rights under the Scheme Implementation Deed, in the event that the Scheme Implementation Deed is terminated in accordance with its terms before the Delivery Time, the Target and the Bidder are each released from:

(a) any further obligation to take steps to implement this Scheme; and
(b) any liability with respect to this Scheme.

3. Scheme

3.1 Effective Date of this Scheme

Subject to clause 3.2, this Scheme will take effect on and from the Effective Date.

3.2 End Date

This Scheme will lapse and be of no further force or effect if the Effective Date has not occurred on or before the End Date, or such later date as the Target and the Bidder agree in writing.

4. Implementation of Scheme

4.1 Bidder Nominee

(a) Pursuant to clause 2.3 of the Scheme Implementation Deed, the Bidder may nominate a wholly owned Subsidiary of the Bidder ( Bidder Nominee ) to provide the Scheme Consideration and to whom the Scheme Shares are to be transferred in accordance with clause 4.3 of this Scheme.
(b) If the Bidder nominates a Bidder Nominee, then clause 2.3 of the Scheme Implementation Deed provides that:
(1) the Target and the Bidder must procure that the Scheme Shares transferred under this Scheme are transferred to the Bidder Nominee rather than the Bidder;
(2) the Bidder must procure that the Bidder Nominee:
- (A) complies with the Scheme Implementation Deed as if the Bidder Nominee were a party to it in place of the Bidder; or
- (B) executes and delivers to the Target a deed poll of accession in favour of the Target under which the Bidder Nominee agrees to comply with the Scheme Implementation Deed as if it were a party to it in place of the Bidder; and
(3) any such nomination will not relieve the Bidder of its obligations under the Scheme Implementation Deed, including the obligation to provide the Scheme Consideration as contemplated by the terms of the Scheme Implementation Deed and this Scheme (provided that the Bidder will not be in breach of the Scheme Implementation Deed if it does not discharge an obligation where that obligation has been fully discharged by the Bidder Nominee).

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(c) If the Bidder validly nominates a Bidder Nominee in accordance with the Scheme Implementation Deed and the Bidder Nominee provides the deed poll described in clause 4.1(b)(2)(B) of this Scheme, references in this Scheme to "the Bidder" will be read as "the Bidder or the Bidder Nominee (as applicable)" to the extent necessary to achieve the objective stated in clause 4.1(a). For the avoidance of doubt, such deemed reading does not of itself relieve the Bidder of any of the obligations attributed to it under this Scheme.

4.2 Lodgement of Court Orders with ASIC

If the Conditions (other than the Condition set out in clause 2.1(e)) are satisfied, the Target must promptly lodge with ASIC in accordance with section 411(10) of the Corporations Act an office copy of the Court order approving this Scheme, and in any event by no later than 5:00 pm on the Business Day following the date on which the Court approves this Scheme or such other Business Day as the Target and the Bidder agree in writing.

4.3 Transfer of Scheme Shares

On the Implementation Date:

(a) subject to the provision of the Scheme Consideration in the manner contemplated by clause 5.2, all of the Scheme Shares will, together with all rights and entitlements attaching to the Scheme Shares, be transferred to the Bidder without the need for any further act by any Scheme Shareholder (other than acts performed by the Target or its directors as attorney or agent for the Scheme Shareholders under this Scheme) by:
(1) the Target delivering to the Bidder a completed Scheme Transfer duly executed on behalf of the Scheme Shareholders in accordance with clause 8.1 of this Scheme; and
(2) the Bidder delivering to the Target a completed Scheme Transfer, duly executed by the Bidder, and attending to the stamping of the Scheme Transfer (if required); and
(b) immediately following receipt of the Scheme Transfer in accordance with clause 4.3(a), the Target must enter, or procure the entry of, the name and address of the Bidder in the Target Share Register as the holder of all of the Scheme Shares.

5. Scheme Consideration

5.1 Entitlement to Scheme Consideration

Subject to the terms of this Scheme, each Scheme Shareholder (other than Ineligible Foreign Holders and Non-electing Small Shareholders) will be entitled to receive 1 New Bidder Share for every 6.18 Scheme Shares held by that Scheme Shareholder on the Scheme Record Date.

5.2 Provision of Scheme Consideration

The Bidder will provide the Scheme Consideration by issuing, or causing to be issued, the Scheme Consideration to each Scheme Shareholder (other than Ineligible Foreign Holders and Non-electing Small Shareholders) on the Implementation Date in accordance with the Scheme.

5.3 Joint holders

In the case of Scheme Shares held in joint names:

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(a) any Scheme Consideration will be issued to the joint holders;
(b) any holding statements for the New Bidder Shares to be issued to Scheme Shareholders will be issued in the names of the joint holders; and
(c) any other document required to be sent under this Scheme will be issued in the names of the joint holders,

and will be forwarded to the holder whose name appears first in the Target Share Register as at the Record Date.

Fractional entitlements and share splitting or division

(a) If the number of Scheme Shares held by a Scheme Shareholder at the Record Date is such that the aggregate entitlement of the Scheme Shareholder to Scheme Consideration results in a fractional entitlement to a New Bidder Share, then the entitlement of that Scheme Shareholder must be rounded up or down to the nearest whole New Bidder Share (with any such fractional entitlement of less than 0.5 being rounded down to the nearest whole number and any such fractional entitlement of 0.5 or more being rounded up to the nearest whole number).
(b) If the Bidder is of the opinion (acting reasonably) that two or more Scheme Shareholders (each of whom holds a number of Scheme Shares which results in rounding in accordance with clause 5.4(a)) have, before the Record Date, been party to shareholding splitting or division in an attempt to obtain unfair advantage by reference to such rounding, the Bidder may give notice to those Scheme Shareholders:
(1) setting out their names and registered addresses as shown in the Target Share Register;
(2) stating that opinion; and
(3) attributing to one of them specifically identified in the notice the Scheme Shares held by all of them,

and, after such notice has been given, the Scheme Shareholder specifically identified in the notice as the deemed holder of all of the specified Scheme Shares will, for the purposes of the other provisions of this Scheme, be taken to hold all of those Scheme Shares and each of the other Scheme Shareholders whose names and registered addresses are set out in the notice will, for the purposes of the other provisions of this Scheme, be taken to hold no Scheme Shares. The Bidder in complying with the other provisions of this Scheme relating to it in respect of the Scheme Shareholder specifically identified in the notice as the deemed holder of all of the specified Scheme Shares, will be taken to have satisfied and discharged its obligations to the other Scheme Shareholders named in the notice under the terms of this Scheme.

5.5 Ineligible Foreign Holders and Non-electing Small Shareholders

(a) A Small Shareholder may elect to receive the Scheme Consideration as New Bidder Shares pursuant to clause 5.2 of this Scheme by providing the Target Share Registry with a duly completed Opt-in Notice prior to the Opt-in Notice Cut-Off Date.
(b) The Bidder will be under no obligation under this Scheme to issue, and will not issue or procure to be issued any New Bidder Shares to Ineligible Foreign Holders or Nonelecting Small Shareholders and, instead:
(1) unless the Bidder and the Target otherwise agree, the Bidder will issue or procure that the New Bidder Shares to which the Ineligible Foreign Holders and

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Non-electing Small Shareholders would have otherwise been entitled to receive under the Scheme be issued to the Sale Agent;

(2) the Bidder will procure that, as soon as reasonably practicable and in any event not more than 15 Business Days after the Implementation Date that the Sale Agent sells on ASX or another prescribed financial market all of the New Bidder Shares issued to the Sale Agent pursuant to clause 5.5(b)(1) in such manner, at such price and on such terms as the Sale Agent determines in good faith (and at the risk of the Ineligible Foreign Holders and Non-electing Small Shareholders) and subject to the receipt of the Sale Proceeds, remits or procures to be remitted, to the Bidder, the Sale Proceeds;
(3) promptly after receipt of the Sale Proceeds, the Bidder will pay in Australian dollars to each Ineligible Foreign Holder and Non-electing Small Shareholder such proportion of the Sale Proceeds as the number of New Bidder Shares which would have been issued to that Ineligible Foreign Holder or Non-electing Small Shareholder (if they were eligible to receive New Bidder Shares) represents as a portion of all New Bidder Shares which would have been issued to all Ineligible Foreign Holders and Non-electing Small Shareholders (if they were eligible to receive New Bidder Shares) in full satisfaction of the Bidder’s obligations to those Ineligible Foreign Holders and Non-electing Small Shareholders under the Scheme in respect of the Scheme Consideration;
(4) the Bidder will pay the relevant fraction of the Sale Proceeds to each Ineligible Foreign Holder and Non-electing Small Shareholder by either:
(A) dispatching, or procuring the dispatch, to that Ineligible Foreign Holder or Non-electing Small Shareholder by prepaid post to that Ineligible Foreign Holder’s Registered Address (at the Record Date), a cheque in the name of that Ineligible Foreign Holder; or
(B) making a deposit in an account with any ADI (as defined in the Banking Act 1959 (Cth)) in Australia notified by that Ineligible Foreign Holder or Non-electing Small Shareholder to the Target (or the Target Share Registry) and recorded in or for the purposes of the Target Share Register at the Record Date,

for the relevant amount, with that amount being denominated in Australian dollars;

(5) for the purposes of this clause 5.5 each Ineligible Foreign Holder and Nonelecting Small Shareholder appoints the Bidder as its agent to receive on its behalf any financial services guide or other notices (including any updates to those documents) that the Sale Agent is required to provide to Ineligible Foreign Holders and Non-electing Small Shareholders under the Corporations Act; and
(6) each Ineligible Foreign Holder and Non-electing Small Shareholder acknowledges that none of the Bidder, the Target or the Sale Agent gives any assurance as to the price that will be achieved for the sale of the New Bidder Shares described in clause 5.5(b)(2) and that the Bidder, the Target and the Sale Agent expressly disclaim any fiduciary duty to the Ineligible Foreign Holders and Non-electing Small Shareholders which may arise in connection with this clause 5.5.

5.6 Status of New Bidder Shares

Subject to this Scheme becoming Effective, the Bidder must:

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(a) issue the New Bidder Shares required to be issued by it under this Scheme on terms such that each New Bidder Share will rank equally in all respects with each existing Bidder Share;
(b) ensure that each such New Bidder Share is validly issued, fully paid and free from any mortgage, charge, lien, encumbrance or other security interest or third-party rights;
(c) ensure that the New Bidder Shares issued be entitled to participate in and receive any dividends or distribution of capital paid and any other entitlements accruing in respect of Bidder Shares on and after the Implementation Date; and
(d) use its best endeavours to ensure that the New Bidder Shares will be listed for quotation on the official list of ASX with effect from the Business Day after the Effective Date (or such later date as ASX may require), initially on a deferred settlement basis and, with effect from the first Business Day after the Implementation Date, on an ordinary (T+2) settlement basis.
5.7

Orders of a court

In the case of notice having been given to the Target (or the Target Share Registry) of an order made by a court of competent jurisdiction:

(a) which requires consideration to be provided to a third party (either through payment of a sum or issuance of a security) in respect of Scheme Shares held by a particular Scheme Shareholder, which would otherwise be payable or required to be issued to that Scheme Shareholder in accordance with clauses 5.1 and 5.2 of this Scheme, then the Target must procure that provision of that consideration is made in accordance with that order; or
(b) which would prevent the Target from providing consideration to any particular Scheme Shareholder in accordance with clauses 5.1 and 5.2 of this Scheme or the payment or issuance of such consideration is otherwise prohibited by applicable law, the Target shall be entitled to direct the Bidder not to issue, or to issue to a trustee or nominee, such number of New Bidder Shares as that Scheme Shareholder would otherwise be entitled to under clause 5.2.
5.8

Withholding

(a) For the purpose of this clause 5.8:

Declaration means a declaration provided by a Scheme Shareholder in accordance with section 14-225 and section 14-210(3) of Schedule 1 to the Taxation Administration Act.

(b) The Bidder shall be entitled to deduct or withhold any amounts (including Taxes or Duties) required under applicable law that become due under the Scheme .
(c) If the Bidder determines (acting reasonably) that it is required to pay an amount to the Commissioner of Taxation pursuant to Subdivision 14-D of Schedule 1 to the Taxation Administration Act (a CGT Withholding Amount ) with respect to the acquisition of the Scheme Shares from each Scheme Shareholder unless that Scheme Shareholder provides a Declaration, the Bidder will:
(1) determine the amount of the CGT Withholding Amount;
(2) determine the amount of the New Bidder Shares as is necessary in the opinion of the Bidder to account for the CGT Withholding Amount (taking into account potential fluctuations in share price and an amount necessary to cover costs

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associate with the share sale facility described in clause 5.5) that would otherwise have been issued to a Scheme Shareholder to be sold via the share sale facility described in clause 5.5);

(3) the Sale Agent appointed under clause 5.3 of the Scheme Implementation Deed will then pay to the Bidder the CGT Withholding Amount from the Sale Proceeds, after deducting any applicable fees, brokerage, taxes and charged (reasonably incurred by the Sale Agent) and the Bidder will then pay the CGT Withholding Amount to the Commissioner of Taxation within the time required under Subdivision 14-D of Schedule 1 to the Taxation Administration Act. Alternatively, where the Bidder remits the CGT Withholding Amount to the Commissioner of Taxation pursuant to Subdivision 14-D of Schedule 1 to the Taxation Administration Act, the Bidder will be entitled to retain as reimbursement an amount equal to the CGT Withholding Amount paid to the Commissioner from the Sale Proceeds; and
(4) be deemed to have satisfied its obligations to pay the CGT Withholding Amount to the Scheme Shareholder for the purposes of the Scheme.
(d) Prior to exercising its rights under this clause 5.8, the Bidder must use reasonable endeavours to notify the Scheme Shareholder of its intention to withhold so that the Scheme Shareholder has the opportunity to provide a Declaration.

6. Dealings in Target Shares

6.1 Dealings in Target Shares by the Scheme Shareholders

To establish the identity of the Scheme Shareholders, dealings in Target Shares or other alterations to the Target Share Register will only be recognised by the Target provided that:

(a) in the case of dealings of the type to be effected on CHESS, the transferee is registered in the Target Share Register as the holder of the relevant Target Shares by the Record Date; and
(b) in all other cases, registrable transfers or transmission applications in respect of those dealings are received by the Record Date at the place where the Target Share Register is kept,

and the Target will not accept for registration, or recognise for any purpose (except a transfer to the Bidder pursuant to this Scheme and any subsequent transfer by the Bidder or its successors in title), any transmission application or transfer in respect of Target Shares received on or after the Record Date, or received prior to the Record Date but not in registrable or actionable form.

6.2 Target Share Register

The Target will, until the Scheme Consideration has been paid and the Bidder has been entered in the Target Share Register as the holder of all of the Scheme Shares, maintain the Target Share Register in accordance with the provisions of this clause 6 and the Target Share Register in this form and the terms of this Scheme will solely determine entitlements to the Scheme Consideration.

6.3 Information to be made available to the Bidder

The Target must procure that as soon as practicable following the Record Date, details of the names, registered addresses and holdings of Target Shares of every Scheme Shareholder

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shown in the Target Share Register at the Record Date are made available to the Bidder in such form as the Bidder may reasonably require.

6.4 Effect of share certificates and holding statements

As from the Record Date (and other than for the Bidder following the Implementation Date), all share certificates and holding statements for the Scheme Shares will cease to have effect as documents of title, and each entry on the Target Share Register (other than for the Bidder and in respect of any Ineligible Foreign Holder or Non-electing Small Shareholder) at that date will cease to have any effect other than as evidence of entitlement to the Scheme Consideration.

6.5 No disposals after Record Date

If this Scheme becomes Effective, a Scheme Shareholder, and any person claiming through that Scheme Shareholder, must not dispose of or purport or agree to dispose of any Scheme Shares or any interest in them after the Record Date.

7. Suspension and termination of quotation

(a) The Target must apply to ASX for suspension of trading of the Target Shares on ASX with effect from the close of trading on the Effective Date.
(b) The Target must apply to ASX for:
(1) termination of official quotation of the Target Shares on ASX; and
(2) the removal of the Target from the official list of ASX,

in each case, with effect from the close of business on the trading day immediately following the Implementation Date.

8. General Scheme provisions

8.1 Appointment of agent and attorney

On the Effective Date, each Scheme Shareholder, without the need for any further act, irrevocably appoints the Target as its agent and attorney for the purpose of:

(a) executing any document or form or doing any other act necessary to give effect to the terms of this Scheme including, without limitation, the execution of the Scheme Transfer to be delivered under clause 4.3 and the giving of the Scheme Shareholders' consent under clause 8.2; and
(b) enforcing the Deed Poll against the Bidder,

and the Target accepts such appointment. The Target, as agent and attorney of each Scheme Shareholder, may sub delegate its functions, authorities or powers under this clause 8.1 to all or any of its directors and officers (jointly, severally, or jointly and severally).

8.2 Scheme Shareholders' consent

Each Scheme Shareholder irrevocably:

(a) consents to the Target and the Bidder doing all things and executing all deeds, instruments, transfers or other documents as may be necessary, incidental or expedient to the implementation and performance of this Scheme; and

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(b) acknowledges that this Scheme binds the Target and all of the Scheme Shareholders (including those who do not attend the Scheme Meeting, do not vote at that meeting or vote against this Scheme).

8.3 Scheme Shareholder's agreements and warranties

Each Scheme Shareholder:

(a) irrevocably agrees to the transfer of their Scheme Shares together with all rights and entitlements attaching to those Scheme Shares in accordance with this Scheme;
(b) irrevocably agrees to the variation, cancellation or modification of the rights attached to their Scheme Shares constituted by or resulting from this Scheme;
(c) irrevocably agrees to, on the direction of the Bidder, destroy any holding statements or share certificates relating to their Scheme Shares; and
(d) is deemed to have warranted to the Bidder and, to the extent enforceable, appointed and authorised the Target as its agent to warrant to the Bidder that all its Scheme Shares (including any rights and entitlements attaching to those Scheme Shares) will, at the date of the transfer of them to the Bidder, be fully paid and free from all security interests including mortgages, charges, liens, encumbrances, pledges, Security Interests and interests of third parties of any kind, whether legal or otherwise, and from any restrictions on transfer of any kind, and that it has full power and capacity to sell and to transfer those Scheme Shares together with any rights and entitlements attaching to such shares to the Bidder under this Scheme.

8.4 Title to Scheme Shares and transfer free from encumbrance

(a) The Bidder will be beneficially entitled to the Scheme Shares transferred to it under this Scheme pending registration by the Target of the Bidder in the Target Share Register as the holder of the Scheme Shares.
(b) To the extent permitted by law, the Scheme Shares (including all rights and entitlements attaching to the Scheme Shares) transferred under this Scheme to the Bidder, will, at the time of transfer to the Bidder, vest in the Bidder free from all security interests (including mortgages, charges, liens, encumbrances, pledges, Security Interests and interests of third parties of any kind, whether legal or otherwise, and from any restrictions on transfer of any kind).

8.5 Appointment of the Bidder as sole proxy

Subject to the provision of the Scheme Consideration for the Scheme Shares as contemplated by clause 5.2 of this Scheme, on and from the Implementation Date until the Target registers the Bidder as the holder of all of the Scheme Shares in the Target Share Register, each Scheme Shareholder:

(a) irrevocably appoints the Bidder and each of its directors from time to time (jointly and each of them individually) as its sole proxy, and where applicable corporate representative, to attend shareholders’ meetings, exercise the votes attaching to Schemes Shares registered in its name and sign any shareholders resolution, and no Scheme Shareholder may itself attend or vote at any of those meetings or sign any resolutions, whether in person, by proxy or by corporate representative (other than pursuant to this clause 8.5(a)); and
(b) must take all other actions in the capacity of the registered holder of Scheme Shares as the Bidder reasonably directs.

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(c) Target undertakes in favour of each Scheme Shareholder that it will appoint Bidder and each of its directors from time to time (jointly and each of them individually) as that Scheme Shareholder’s proxy or, where applicable, corporate representative in accordance with clause 8.4 of this Scheme.

8.6 Consent to alterations

If the Court proposes to approve this Scheme subject to any alterations or conditions, the Target may, by its counsel or solicitors, and with the consent of the Bidder, consent on behalf of all persons concerned, including a Scheme Shareholder, to any modification of or amendment to this Scheme which the Court thinks fit to impose.

9. General

9.1 Notices

(a) Where a notice, transfer, transmission application, direction or other communication referred to in the Scheme is sent by post to the Target, it will not be deemed to be received in the ordinary course of post or on a date other than the date (if any) on which it is actually received at the Target's registered office or at the Target Share Registry as the case may be.
(b) The accidental omission to give notice of the Scheme Meeting or the non-receipt of such notice by a Target Shareholder will not, unless so ordered by the Court, invalidate the Scheme Meeting or the proceedings of the Scheme Meeting.

9.2 Inconsistencies

This Scheme binds the Target and all Target Shareholders (including those who did not attend the Scheme Meeting and those who did not vote, or voted against this Scheme, at the Scheme Meeting), and to the extent of any inconsistency, overrides the Target constitution.

9.3 Further assurance

The Target will execute all documents and do all acts and things as may be necessary or expedient for the implementation of, and performance of its obligations under, this Scheme.

9.4 No liability when acting in good faith

Neither the Target nor the Bidder, nor any of their respective officers or employees, will be liable for anything done or omitted to be done in the performance of this Scheme in good faith.

9.5 Stamp duties

The Bidder will pay all stamp duties and any related fines and penalties in respect of this Scheme and the Deed Poll, the performance of the Deed Poll and each transaction effected by or made under this Scheme and the Deed Poll and will indemnify each Scheme Shareholder against any liability arising from any failure to comply with this clause 9.5.

9.6 Governing law and jurisdiction

(a) This Scheme is governed by the law applying in Western Australia.
(b) Each party irrevocably:
(1) submits to the non-exclusive jurisdiction of the courts of Western Australia, Commonwealth courts having jurisdiction in that state and the courts

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competent to determine appeals from those courts, with respect to any proceedings that may be brought at any time relating to this Scheme; and

(2) waives any objection it may now or in the future have to the venue of any proceedings, and any claim it may now or in the future have that any proceedings have been brought in an inconvenient forum, if that venue falls within clause 9.6(b)(1).

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Scheme Implementation Deed

Attachment 2 - Deed Poll

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Deed Poll

Develop Global Limited ACN 122 180 205 ( Bidder )

In favour of each person registered in the Target Share Register as a holder of Scheme Shares as at the Record Date

Contact – Luke Dawson, Special Counsel, [email protected]

BRISBANE

Level 8, Waterfront Place, 1 Eagle Street T +61 7 3024 0000 Brisbane Qld 4000 Australia F +61 7 3024 0300

PERTH

Level 27, Allendale Square, 77 St Georges T +61 8 9211 8111 Terrace Perth WA 6000 Australia F +61 8 9221 9100

PO Box 7822, Waterfront Place Qld 4001 Australia

E [email protected]

PO Box Z 5312, St Georges Terrace, Perth WA 6831 Australia

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Date

By

Develop Global Limited ACN 122 180 205 of 234 Railway Parade, West Leederville WA 6002 ( Bidder )

In favour of

Each person registered in the Target Share Register as a holder of Scheme Shares as at the Record Date ( Scheme Shareholders )

Background

A. The Target and the Bidder have entered into the Scheme Implementation Deed.
B. The Target has agreed in the Scheme Implementation Deed to propose the Scheme, the effect of which will be that the Bidder will acquire all of the Scheme Shares from the Scheme Shareholders, subject to the satisfaction of certain conditions.
C. In accordance with clause 4.3(k) of the Scheme Implementation Deed, the Bidder is entering into this deed poll.

This deed poll provides as follows

1. Definitions and interpretation

1.1 Definitions

In this deed poll:

First Court Date means the first day of the hearing of an application made to the Court for an order pursuant to section 411(1) of the Corporations Act convening the Scheme Meeting or, if the hearing of such application is adjourned for any reason, means the first day of the adjourned hearing.

Scheme means a scheme of arrangement under Part 5.1 of the Corporations Act between the Target and the Scheme Shareholders substantially in the form set out in Attachment 1 or in such other form as the Target and the Bidder agree in writing.

Target means Essential Metals Limited ACN 103 423 981 of Level 3, 1292 Hay Street, West Perth WA 6005.

Capitalised terms have the meaning given to them in the Scheme, unless the context requires otherwise.

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1.2 Interpretation

In this deed poll headings and labels used for definitions are for convenience only and do not affect interpretation and, unless the contrary intention appears:

(a) a word importing the singular includes the plural and vice versa, and a word of any gender includes the corresponding words of any other gender;
(b) the word including or any other form of that word is not a word of limitation;
(c) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(d) a reference to a person includes an individual, the estate of an individual, a corporation, an authority, an association or parties in a joint venture, a partnership and a trust;
(e) a reference to a party includes that party's executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(f) references to paragraphs or clauses are to a paragraph or clause of this deed poll;
(g) a reference to a document (including this deed poll) is to that document as varied, novated, ratified or replaced from time to time;
(h) a reference to an agency or body if that agency or body ceases to exist or is reconstituted, renamed or replaced or has its powers or function removed ( obsolete body ), means the agency or body which performs most closely the functions of the obsolete body;
(i) a reference to a statute includes any regulations or other instruments made under it ( delegated legislation ) and a reference to a statute or delegated legislation or a provision of either includes consolidations, amendments, re-enactments and replacements;
(j) if a word or phrase is not given a defined meaning in clause 1.1 but is defined in or for the purposes of the Corporations Act, it has the same meaning when used in this deed poll;
(k) a reference to a date or time is to that date or time in Perth, Australia; and
(l) this deed poll or any clause in this deed poll must not be construed adversely to a party just because that party prepared it or caused it to be prepared.

1.3 Nature of deed poll

The Bidder acknowledges and agrees that:

(a) this deed poll may be relied on and enforced by any Scheme Shareholder in accordance with its terms even though the Scheme Shareholders are not party to it; and

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(b) under the Scheme, each Scheme Shareholder irrevocably appoints the Target as its agent and attorney to enforce this deed poll against the Bidder.

2. Conditions

2.1 Conditions precedent

The Bidder's obligations under this deed poll are subject to the Scheme becoming Effective.

2.2 Termination

The Bidder's obligations under this deed poll will automatically terminate and the terms of this deed poll will be of no further force or effect if:

(a) the Scheme Implementation Deed is terminated in accordance with its terms; or
(b) the Scheme does not become Effective by the End Date,

unless the Target and the Bidder otherwise agree in accordance with the Scheme Implementation Deed.

2.3 Consequences of termination

If this deed poll is terminated under clause 2.2, then in addition and without prejudice to any other rights, powers or remedies:

(a) the Bidder is released from its obligations to further perform this deed poll except those obligations under clause 7.4 and any other obligations which by their nature survive termination; and
(b) each Scheme Shareholder retains the rights it has against the Bidder in respect of any breach of this deed poll which occurs before it was terminated.

3. Scheme obligations

3.1 Undertaking to provide Scheme Consideration

Subject to clause 2, the Bidder undertakes in favour of each Scheme Shareholder to:

(a) issue, or cause to be issued, the Scheme Consideration to each Scheme Shareholder on the Implementation Date (other than to Ineligible Foreign Holders and Non-electing Small Shareholders who will be dealt with in accordance with clause 5.5 of the Scheme); and
(b) undertake all other actions attributed to it under, and otherwise comply with, the Scheme, as if named as a party to the Scheme,

in each case subject to and in accordance with the terms of the Scheme.

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3.2 Shares to rank equally

The Bidder covenants in favour of each Scheme Shareholder that the New Bidder Shares which are validly issued in accordance with the Scheme will:

(a) rank equally with all existing Bidder Shares; and
(b) be issued fully paid and free from any mortgage, charge, lien, encumbrance or other security interest.

3.3 Joint Holders

In the case of Scheme Shares held by Scheme Shareholders in joint names:

(a) any entry in the register of members of the Bidder required to be made must record the names and registered addresses of the joint holders; and
(b) any certificates or holding statements must be issued to Scheme Shareholders in the names of the joint holders and must be forwarded to the holder whose name first appears in the Target’s Share Register as at the Record Date.

4. Representations and warranties

The Bidder represents and warrants that:

(a) ( Status ) it is a validly existing corporation registered under the laws of its place of incorporation;
(b) ( Power ) it has the corporate power to enter into and perform its obligations under this deed poll and to carry out the transactions contemplated by this deed poll;
(c) ( Authorisation ) it has taken all necessary corporate action to authorise its entry into this deed poll and has taken or will take all necessary corporate action to authorise the performance of this deed poll and to carry out the transactions contemplated by this deed poll;
(d) ( Binding ) this deed poll is valid and binding on it and is enforceable against it in accordance with its terms;
(e) ( Transaction permitted ) the execution and performance by it of this deed poll and each transaction contemplated by this deed poll does not and will not violate in any respect:
(1) any writ, order or injunction, judgment, law, rule or regulation to which it is party, or by which it is bound; or
(2) the constitution or equivalent constituent documents of it or any of its Related Bodies Corporate (as defined in the Scheme Implementation Deed) or any material term or provision of any of its material agreements; and
(f) ( Solvency ) it is solvent and no resolution has been passed nor has any other step been taken or legal action or proceedings commenced or threatened against it for its

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winding up or dissolution or for the appointment of a liquidator, receiver, administrator or similar officer over any or all of its assets.

5. Continuing obligations

This deed poll is irrevocable and, subject to clause 2, remains in full force and effect until the earlier of:

(a) the Bidder fully performing its obligations under this deed poll; or
(b) the termination of this deed poll under clause 2.2.

6. Notices

6.1 How notice to be given

Any notice or other communication to the Bidder in connection with this deed poll:

(a) may be given by personal service, post or email;
(b) must be in writing;
(c) must be addressed as follows (or as otherwise notified by that party to each other party from time to time):

Address: 234 Railway Parade, West Leederville, WA 6007 Attention: General Counsel and Company Secretary Email: [email protected] with a copy (for information purposes only) in each case to: Email: [email protected], [email protected] and [email protected]

(d) (in the case of personal service or post) must be signed by the party making it or (on that party's behalf) by the solicitor for, or any attorney, director, secretary or authorised agent of, that party;
(e) (in the case of email) must state that the email is a communication under this agreement; and
(f) must be delivered by hand or posted by prepaid post to the address or sent by email to the email address, of the addressee, in accordance with this clause 6.1.

6.2 When notice taken to be received

Each communication (including each notice, consent, approval, request and demand) under or in connection with this agreement is taken to be received by the addressee:

(a) (in the case of prepaid post sent to an address in the same country) on the third day after the date of posting;

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(b) (in the case of prepaid post sent to an address in another country) on the fifth day after the date of posting by airmail;
(c) (in the case of delivery by hand) on delivery; and
(d) (in the case of email) unless the party sending the email knows or reasonably ought to suspect that the email and the attached communication were not delivered to the addressee's domain specified in the email address notified for the purposes of clause 6.1, 24 hours after the email was sent,

but if the communication would otherwise be taken to be received on a day that is not a Business Day or after 5:00 pm, it is taken to be received at 9:00 am on the next Business Day.

7. General

7.1 Assignment

The rights and obligations of the Bidder and each Scheme Shareholder under this deed poll are personal and must not be assigned, charged or otherwise dealt with at law or in equity.

7.2 Cumulative rights

The rights, powers and remedies in connection with this deed poll are cumulative and do not exclude any other rights, powers or remedies provided by the law independently of this deed poll.

7.3 Further action

The Bidder will, at its own expense, promptly do all things and execute and deliver all further documents required by law to give effect to this deed poll and the transactions contemplated by it.

7.4 Stamp duties

The Bidder will pay or procure the payment of all stamp duties and any related fines and penalties in respect of this deed poll, the performance of this deed poll and each transaction effected by or made under this deed poll and indemnify each Scheme Shareholder against any liability arising from failure to comply with this clause 7.4.

7.5 Variation

A provision of this deed poll may not be varied unless:

(a) before the First Court Date, the variation is agreed to in writing by the Target and the Bidder; or
(b) on or after the First Court Date, the variation is agreed to in writing by the Target and the Bidder and the Court indicates that the variation would not preclude approval of the Scheme,

in which event the Bidder will enter into a further deed poll in favour of the Scheme Shareholders giving effect to such variation.

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7.6 Waiver

(a) Waiver of any right arising from a breach of this deed poll or of any right, power, authority, discretion or remedy arising upon default under this deed poll must be in writing and signed by the person granting the waiver. A waiver is limited to the specific instance to which it relates and to the specific purpose for which it is given.
(b) A failure or delay in exercise, partial exercise, or enforcement of:
(1) any right, power or remedy provided by law or under this deed poll; or
(2) any right, power, authority, discretion or remedy created or arising upon default under this deed poll,

by any person will not in any way preclude, or operate as a waiver of, any exercise or enforcement, or further exercise or enforcement, of that or any other right, power or remedy provided by law or under this deed poll.

(c) A person is not entitled to rely on a delay in the exercise or non-exercise of a right, power, authority, discretion or remedy arising from a breach of this deed poll or on a default under this deed poll as constituting a waiver of that right, power, authority, discretion or remedy.
(d) A person may not rely on any conduct of another person as a defence to the exercise of a right, power, authority, discretion or remedy by that other person.
(e) This clause 7.6 may not itself be waived except in writing.
7.7

Consent

The Bidder consents to the Target producing this deed poll to the Court.

7.8 Severance and enforceability

Any provision, or the application of any provision, of this deed poll that is void, illegal or unenforceable in any jurisdiction does not affect the validity or enforceability of that provision in any other jurisdiction or of the remaining provisions of this deed poll in that or any other jurisdiction.

8. Governing law and jurisdiction

(a) This deed poll is governed by the law applying in Western Australia.
(b) The Bidder irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Western Australia, Commonwealth courts having jurisdiction in that state and the courts competent to determine appeals from those courts, with respect to for any proceedings in connection with this deed poll.
(c) The Bidder waives any objection it may now or in the future have to the venue of any proceedings, and any claim it may now or in the future have that any proceedings have been brought in an inconvenient forum, if that venue falls within clause 8(b).

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Executed as a deed poll.

Executed as a deed poll by Develop Global Limited ACN 122 180 205 in accordance with section 127 of the Corporations Act 2001 (Cth)

Director Director/Secretary Print full name of Director Print full name of Director/Secretary

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

ASX: DVP
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3 July 2023

134

IMPORTANT INFORMATION AND DISCLAIMER

Cautionary Statement

The information contained in this document (“Presentation”) has been prepared by Develop Global Limited (“Company”). This Presentation is being used as a presenter’s aid with summarised information. See Develop’s other and periodic disclosure announcements lodged with the Australian Securities Exchange, which are available at www.asx.com.au or at www.develop.com.au for more information.

While the information contained in this Presentation has been prepared in good faith, neither the Company nor any of its shar eholders, directors, officers, agents, employees or advisers give any representations or warranties (express or implied) as to the accuracy, reliability or completeness of the information in this Presentation, or of any other written or oral information made or to be made available to any interested party or its advisers (all such information being referred to as “Information”) and liability therefore is expressly disclaimed. Accordingly, to the full extent permitted by law, neither the Company nor any of its shareholders, directors, officers, agents, employees or advisers take any responsibility for, or will accept any liability whether direct or indirect, express or implied, contractual, tortious, statu tory or otherwise, in respect of, the accuracy or completeness of the Information or for any of the opinions contained in this Presentation or for any errors, omissions or misstatements or for any loss, howsoever arising, from the use of this Presentation.

This Presentation may include certain statements that may be deemed “forward -looking statements”. All statements in this Presentation, other than statements of historical facts, that address future activities and events or developments that the Company expects, are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward -looking statements. The Company, its shareholders, directors, officers, agents, employees or advisers, do not represent, warrant or guarantee, expressly or impliedly, that the information in this Presentation is complete or accurate. To the maximum extent permitted by law, the Company disclaims any responsibility to inform any recipient of this Presentation of any matter that subsequently comes to its notice which may affect any of the information contained in th is Presentation. Factors that could cause actual results to differ materially from those in forward -looking statements include market prices, continued availability of capital and financing, and general economic, market or business c onditions. Develop assumes no obligation to update such information.

Investors are cautioned that any forward-looking statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in forward looking statements. Please undertake your own evaluation of the information in this presentation and consult your professional advisers if you wish to b uy or sell Develop shares.

This Presentation has been prepared in compliance with the JORC Code 2012 Edition. The ‘forward -looking information’ contained here is based on the Company’s expectations, estimates and projections as of the date on which the statements were made. The Company disclaims any intent or obligations to update or revise any forward looking statements whet her as a result of new information, estimates or options, future events or results or otherwise, unless required to do so by law. The Production Target (and the forward looking financial information based on that Production Target) contained in the DFS includes material classified as Ore Reserves and Inferred Resources. Material classified as Ore Reserves contributes ~91% of the material within the LOM Production Target and Inferred Resources contribut e ~9% of material included within the Production Target and the Company notes there is a low level of geological confidence associated with Inferred Resources and there is no certainty that further exploration work will result in the determination of Indicated Resources or that the Production Target insofar as it relates to the Inferred Resources will be realised.

Competency Statement

The information in this presentation 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.

The information contained in this presentation relating to the Kangaroo Caves Resources was previously released in ASX announcement ‘Kangaroo Caves Resource Update’ issued 22 September 2015. The information contained in this presentation relating to the Sulphur Springs Resources was previously released in ASX announcement ‘Significant increase in fresh Resource paves way for revised economic study’ issued 2 June 2023. The information contained in this announcement relating to the Woodlawn Underground Resources was previously released in announcement ‘Woodlawn Updated Mineral Resource Estimate’ issued 2 August 2022.The information contained in this announcement relating to the Woodlawn Exploration Results was previously released in announcements ‘Drilling returns exceptional results of up to 10% copper, 4.2% zinc from Outside Resource’ issued 5 April 2023 and ‘Develop set for significant resource growth after drilling returns thickest-ever intersection’ issued 16 May 2023.The information contained in this presentation relating to the Sulphur Springs Reserves was previously released in ASX announcement ‘Updated DFS shows Sulphur Springs poised to capitalise on battery metals markets’ issued 30th June 2023

The information in this presentation that relates to Exploration Results and Mineral Resource Estimates for the Pioneer Dome Lithium Project has been derived from the ASX announcement by Essential dated 20 December 2022 entitled “Dome North Resource upgrade”. Information related to the results of the Scoping Study for the Pioneer Dome Lithium Project has been derived from the ASX announcement by Essential dated 7 February 2023 entitled “Pioneer Dome Scoping Study. If the Scheme is implemented, Develop will complete a review of the Mineral Resource Estimate (using its own economic assumptions and modifying factors) and will release an updated Mineral Resource Estimate to the market in due course”.

The Company confirms that: a) The form and context of the material in this presentation has not been materially modified fro m the above previous announcements; b) It is not aware of any new information or data that materially affects the information included in the previous announcements and that all material assumptions and technical parameters und erpinning the estimate in DFS announcement issued 30 June 2023 continue to apply and have not materially changed; and c) It is uncertain that following further exploration and evaluation that the historical estimates will be able to be reported as mineral resources or ore reserves in accordance with the JORC 2012 Code.

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TRANSACTION OVERVIEW

Develop to acquire 100% of the fully paid ordinary shares in Essential Metals by way of a Board recommended Scheme of Arrangement, in the absence of a superior proposal
Essential shareholders to receive 1 new Develop share for every 6.18 Essential shares held at the Scheme record date, which implies an offer price of A$0.56 per Essential share (based on the closing price of Develop shares of A$3.46 per share on 30 June 2023) and represents a 62.3% premium to Essential’s undisturbed share price of A$0.345 on 6 January 2023, being the last trading day prior to the announcement of the proposed acquisition of Essential by Tianqi Lithium Energy Australia Pty Ltd and a 34.9% premium to the closing Essential share price of A$0.415 on 30 June 2023

Acquisition of Essential Metals

Essential market capitalisation is A$111.0 million (at a share price of A$0.415 on 30 June 2023), with A$8.7 million cash as of 31 March 23. The Scheme Consideration implies a fully-diluted equity value for Essential of ~A$152.6 million[1] and A$0.56 per share based on the closing price for Develop shares of A$3.46 per share on 30 June 2023
Scheme unanimously recommended by the Board of Essential which has confirmed its intention to vote approximately 1.7% of shares in favour of the Scheme, in the absence of a superior proposal and subject to independent expert opining that the Scheme is in the best interests of Essential shareholders
Essential’s largest shareholder Mineral Resources (ASX:MIN), with a voting interest of 19.55%, has entered into a voting deed in respect of the Scheme

Pioneer Dome

Lithium Project

(“Pioneer Dome”)

450km[2] project tenure, located 130km south of Kalgoorlie and 275km north of the Port of Esperance
Mineral Resource of 11.2Mt @ 1.16% Li2O containing 129,000 tonnes of lithium
A scoping study has been completed on Pioneer Dome (refer to Essential Metals “ESS” ASX release 07 February 2023 )
Entry into Australia’s rapidly growing lithium industry aligns with Develop’s strategy to be an energy transition metals producer

Strategic Rationale

Acquisition of Essential and Pioneer Dome further expands Develop’s portfolio of diversified clean energy metals projects in Australia
Develop intends to leverage its operational expertise, specialist mining capabilities and financing capacity to rapidly advance Pioneer Dome for the benefit of Essential and Develop shareholders

Capital Raising to Accelerate Growth

Fully underwritten A$50.0 million Capital Raising comprising a A$30.0 million institutional placement and A$20.0 million 1-for-29 pro rata accelerated non-renounceable entitlement offer, at A$3.20 per share, to fund development and exploration activities at Woodlawn, in addition to funding a pre-feasibility study at Pioneer Dome
Develop estimated to have a pro forma market capitalisation of A$771.3 million and cash of A$81.7 million upon implementation of the Scheme[2]

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Assuming intrinsic value of all in-the-money options over Essential, all Essential performance rights converted and the resulting Essential Shares participate in the Scheme
Following implementation of the Scheme Assuming all in-the-money options over Essential are exercised, all Essential performance rights converted and the resulting Essential Shares participate in the Scheme. Also assumes completion of the Capital Raising, pro forma market capitalisation calculated using the Capital Raising Offer Price

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ACQUISITION DETAILS

Transaction Structure

Develop Global Limited (ASX:DVP) (“ Develop ” or the “ Company ”) to acquire 100% of the fully paid ordinary shares in Essential Metals Limited (ASX:ESS) (“ Essential ”) by way of a Board recommended Scheme of Arrangement (“ Scheme ”) (the “ Acquisition ”)
Essential shareholders will receive 1 new Develop share for every 6.18 Essential shares held at the Scheme record date (“ Exchange Ratio ”)

Acquisition Consideration

The Exchange Ratio implies an offer price of A$0.56 per Essential share (based on the closing price of Develop shares of A$3.46 per share on 30 June 2023) and represents a 62.3% premium to Essential’s undisturbed share price of A$0.345 on 6 January 2023, being the last trading day prior to the announcement of the proposed Tianqi Lithium Energy Australia Pty Ltd acquisition and a 34.9% premium to Essential’s closing price of $0.415 as at 30 June 2023
Following Scheme implementation, Develop and Essential shareholders will have a pro forma interest in Develop of approximately 81.6% and 18.4%, respectively[1]
Capital gains tax rollover relief will be available to Essential shareholders as part of the Scheme[2]
All outstanding Essential options are intended to be exercised or cancelled prior to the Scheme implementation date. Subject to the terms and conditions of each option cancellation deed, each Essential option holder will receive Develop shares in consideration for the cancellation of their Essential options

Board

Recommendation and Major Shareholder Support

The Essential Board of Directors, have confirmed their intention to vote in favour of the Scheme in respect of Essential shares they hold or control, representing approximately 1.7% of Essential's issued shares, absent a superior proposal and subject to an independent expert opining that the Scheme is in the best interests of Essential shareholders
Essential’s major shareholder Mineral Resources Limited (ASX:MIN) (“ Mineral Resources ”), representing a further 19.55% of Essential's issued shares, has entered into a binding voting deed with Develop under which it agrees to vote in favour of the Scheme, in the absence of a superior proposal and subject to an independent expert opining that the Scheme is in the best interests of Essential shareholders
Assuming all in-the-money options over Essential are exercised, all Essential performance rights converted and the resulting Essential Shares participate in the Scheme. Also assumes completion of Capital Raising 2. Shareholders should seek tax advice in relation to these matters and refer to the Scheme Booklet for further information

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ACQUISITION DETAILS CONTINUED

Key customary conditions to the implementation of the Scheme include, amongst others:
Approval being received from the Essential shareholders at a duly convened shareholder Scheme meeting;
Regulatory approvals;
Court approvals;

Conditions of the Scheme

The Independent Expert concluding that the Scheme is in the best interests of Essential shareholders and not changing that conclusion prior to completion;
No material adverse change or prescribed event (each as defined in the SID) occurring in relation to either Essential or Develop;
In relation to Essential option securities on issue, the options either being exercised or cancelled; and
Other conditions customary for a transaction of this nature

Leadership and Integration

Develop executive team will continue to manage the combined business
Develop will retain the employees of Essential (exclusive of all Directors) and the company name will remain as Develop
Following implementation of the Scheme and completion of the Capital Raising, Develop is estimated to have a pro forma market
Financial Position capitalisation of $771.3 million[1] and cash and cash equivalents of $81.7 million[2]

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Assuming all in-the-money options over Essential are exercised, all Essential performance rights converted and the resulting Essential Shares participate in the Scheme. Also assumes completion of Capital Raising. 2. Pro Forma cash of ESS and DVP at 31 March 2023 plus Capital Raising Proceeds. Excludes cash from exercise of options and cost of the Scheme and Capital Raising

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ACQUISITION STRATEGIC RATIONALE

Highly complementary to the Company’s existing portfolio of clean energy metals projects

Aligned with Develop’s strategy of producing clean energy metals used in transitioning the world energy needs
Provides a “beachhead” entry into the Australian lithium sector, in which the Company seeks to continue to pursue additional business opportunities
Further diversifies and expands Develop’s existing clean energy metals project portfolio, which includes Copper and Zinc projects located in the tier one jurisdiction of Australia

Opportunity to leverage Develop’s expertise to maximise the value of Pioneer Dome

Develop brings extensive mine ownership experience and specialist mining expertise that can be leveraged to optimise the Pioneer Dome development strategy and enhance the Project’s economics
Potential for Develop’s highly credentialled and deeply experienced executive and management team to unlock significant operational synergies

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INDICATIVE SCHEME TIMETABLE

Event	Estimated Date
First Court Hearing	8 September 2023
Dispatch of Scheme Booklet to Essential Shareholders	12 September 2023
Scheme Meeting of Essential shareholders	12 October 2023
Second Court Hearing	16 October 2023
Effective Date	18 October 2023
Record Date	20 October 2023
Implementation Date	27 October 2023

Note: This timetable is indicative and is subject to change and regulatory approval and Court availability

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DEVELOP PRO FORMA OVERVIEW

	Unit Current Develop Capital Raising Essential Scheme Pro Forma Develop	Unit Current Develop Capital Raising Essential Scheme Pro Forma Develop	Unit Current Develop Capital Raising Essential Scheme Pro Forma Develop	Unit Current Develop Capital Raising Essential Scheme Pro Forma Develop	Unit Current Develop Capital Raising Essential Scheme Pro Forma Develop
Spot Share Price / Spot Implied Share Price	$	3.46	3.20	0.560	3.20
No. of Ordinary Shares	M	181.01	15.6	274.62	241.0
Market Capitalisation	$M	626.2	50.0	153.8	771.3
Ordinary shareholding in Merged Group	%	75.1%	6.5%	18.4%	100%
Cash and Equivalents (31 March 2023)3	$M	23.0	50.0	8.7	81.7
Debt (31 March 2023)4	$M	24.2	-	-	24.2
Net Cash / (Debt) (31 March 2023)3,4	$M	-1.2	50.0	8.7	57.5
Enterprise Value	$M	627.4	-	145.1	713.8

Undiluted DVP shares on issue
Assuming all in-the-money options over Essential are exercised, all Essential performance rights converted and the resulting Essential Shares participate in the Scheme
Pro Forma cash of ESS and DVP at 31 March 2023 plus Capital Raising Proceeds. Excludes cash from exercise of options and cost of the Scheme and Capital Raising 4. Debt relates to the asset finance loans in the DVP mining services business. These loans are secured against individual pieces of equipment, which are part of the fixed component of our mining services revenue.

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PIONEER DOME LITHIUM PROJECT

Located in the highly prospective lithium corridor near existing infrastructure

450km[2] project tenure

Mt Marion, Bald Hill and Buldania projects are all located within 100km of Pioneer Dome
The Dome North Lithium Mineral Resource is in the northern part of the Project area

Tier-1 location - 130km south of Kalgoorlie and 275km north of the Port of Esperance

Good location to develop a mining operation - flat-lying, lightly wooded land with no environmental or native title complexities
Well understood province for approving of mining operations
10km from a main regional highway that connects the main mining centre of Kalgoorlie (150km) and the large dry bulk & container seaport of Esperance (275km)
Gas pipeline and water pipeline located alongside the main highway
Potential to connect to grid power
Unsealed access road connects the Project to the main highway

JORC Mineral Resource with granted mining lease

Mineral Resource of 11.2Mt @ 1.16% Li2O containing 129kt of lithium, has been defined at Dome North
81% of the Mineral Resource is in the Indicated Category
Mining lease M15/1896 covering the Mineral Resource was granted in February 2023

Positive Metallurgical Characteristics

Scoping Study level metallurgical test work showed recovery rate of 74% was achieved using a hybrid of Dense Medium Separation (DMS) + flotation flowsheet to produce a 5.7% Li2O concentrate (refer to ESS ASX release 07 February 2023)

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Source: ESS ASX Announcement – Investor Presentation at AGM (22 November 2022)

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EQUITY RAISING - OVERVIEW

Fully underwritten A$50.0 million equity raising (“ Capital Raising ”) comprising:
A$30.0 million institutional placement (“ Placement ”) under Develop’s Listing Rule 7.1 placement capacity; and

Overview

A$20.0 million 1 for 29 accelerated non-renounceable entitlement offer (“ ANREO ”)
Approximately 15.6 million new fully paid ordinary shares (“ New Shares ”) to be issued under the Capital Raising representing approximately 8.6% of existing Develop shares on issue (prior to the issue of New Shares in relation to the Scheme)
All New Shares under the Capital Raising will be issued at a price of A$3.20 per New Share, representing a:

Offer Price

7.5% discount to last closing price of A$3.46 on 30 June 2023 (being the trading day immediately prior to the Capital Raising)
3.5% discount to the 5-day volume weighted average price of A$3.32 as at 30 June 2023
Funds to be used for:
Accelerate the development of Pioneer Dome, including drilling, metallurgical testwork, approvals and updated economic and mining studies[1] ;

Use of Funds

Preparations for the resumption of production at Woodlawn, including ongoing underground capital development which will significantly de-risk the production re-start;
Further drilling at Woodlawn to follow-up on the recent exploration success and continue growing the inventory for the life of mine plan; and,
Stamp duty and associated costs for the proposed transaction

Ranking

Major Shareholder Participation

Underwriter

New Shares will rank equally with existing fully paid ordinary Develop shares on issue
Major shareholder Bill Beament (19.4%) will take up his full entitlements in the ANREO (~$3.9 million) and Mineral Resources (12.9%) will participate in the Capital Raising on a pro-rata basis (~A$6.4 million), collectively totalling ~A$10.3 million
The Capital Raising is fully underwritten by Canaccord Genuity (Australia) Limited (“ Underwriter ”)

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In the event the Scheme is not implemented, the Capital Raising proceeds allocated to the Pioneer Dome pre-feasibility study will be used to fund additional activities at Woodlawn

EQUITY RAISING TIMETABLE

Event	Time (AEST) / Date
Announcement of the Capital Raising and Placement and Institutional Entitlement Offer open	Monday, 3 July 2023
Announce completion of the Placement and Institutional Entitlement Offer	Wednesday, 5 July 2023
Trading halt is lifted and existing Develop shares resume trading on ex-entitlement basis	Wednesday, 5 July 2023
Record date for determining entitlement for the Entitlement Offer (7.00pm Sydney time)	5:00pm Wednesday, 5 July 2023
Retail Entitlement Offer Booklet and Entitlement & Acceptance Form despatched and Retail Entitlement Offer opens	Monday, 10 July 2023
Settlement of Placement and Institutional Entitlement Offer	Tuesday, 11 July 2023
Allotment and issue of New Shares, normal trading of New Shares issued under the Placement and Institutional Entitlement Offer	Wednesday, 12 July 2023
Retail Entitlement Offer closing date (5.00pm Sydney time)	5:00pm Wednesday, 26 July 2023
Settlement of Retail Entitlement Offer	Tuesday, 1 August 2023
Allotment of New Shares under the Retail Entitlement Offer	Wednesday, 2 August 2023
Normal trading of New Shares issued under the Retail Entitlement Offer	Thursday, 3 August 2023

Note: this timetable is indicative and may be subject to change. Develop reserves the right to amend any or all of these events, dates and times in its absolute discretion, subject to the Corporations Act 2001 (Cth) (Corporations Act), ASX Listing Rules and other applicable laws. Any extension to the closing date for the Retail Entitlement Offer will have a consequential effect on the anticipated date for issue of New Shares under the Retail Entitlement Offer. The Directors also reserve the right not to proceed with the whole or part of the Capital Raising at any time prior to allotment of New Shares. In that event, the relevant application monies will be refunded without interest in accordance with the Corporations Act. Quotation of the New Shares is subject to ASX discretion

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HYBRID BUSINESS MODEL: MINE OWNERSHIP – MINING SERVICES STRATEGY

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OUR FLAGSHIP ASSET:

IS OUR PEOPLE

The mines of the future will be underground
Demand for underground skills is soaring
Develop’s Executives have one of the largest networks of underground personnel in the Australian industry
Develop has built its world class underground capability
We have no people attraction or retention issues
We don’t discuss turnover
This skill base is our competitive advantage because:

Maximises performance of our own assets

Provides scope to partner and joint venture with others

Help others deliver on their decarbonisation promises and diversify

PEOPLE POWER CHANGE

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COMPANY CORE VALUES

DEVELOP We aspire to be the best at developing our people, our assets and our client’s projects.

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ENVIRONMENT

Everything we do aims to make the world a better place from an environmental and community perspective.

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VALUE

We create exceptional value for our people, shareholders, clients and stakeholders.

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SAFETY CAN COME WITH SECTOR LEADING PRODUCTIVITIES

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RAPID GROWTH

Complete new systems and workforces 2 new mine start ups; & LTIFR IS 0.0

SYSTEMS Fused the best practices and procedures across industry Backed up by an extremely experienced workforce

OUTCOME

Sector leading results and productivities Only fatality free mining service provider of scale

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ESG LEADERS

▪ Develop has publicly committed to be an ESG leader ▪ Develop is committed to the Task Force on Climate-related Financial Disclosures (TCFD) ▪ Develop is committed to the UN charter on sustainable development goals ▪ Develop principals have extensive experience in working with Traditional Owners, Aboriginal Corporations and Businesses ▪ Just signed a +$50 million MOU with Tjiwarl to form a 50/50 JV for business opportunities and capacity building over a threeyear period ▪ The Develop team understands the importance of bio-diversity, water/waste/tailings management for any mining operation ▪ Positive outcomes in diversity, equity, inclusion, workplace culture and community acceptance are other key commitments ▪ Develop has no history of materially adverse environmental, heritage or regulatory incidents

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A QUALITY PROJECT FOR THE ENERGY REVOLUTION

WOODLAWN ZINC/COPPER MINE

Acquired the mine in NSW, Australia in May-22
It had a profitable 20-years (1978-1998) as an open pit and underground operation
Produced 13.8Mt at 15.9% zinc equivalent
“ZnEq”
Prior owners invested ~A$340m in the operation
CY20 it was placed in administration during commissioning due to; operational strategy (including retreating old tailings), delays/cost overruns, COVID impacts and inadequate working capital

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A QUALITY PROJECT FOR THE ENERGY REVOLUTION

WOODLAWN ZINC/COPPER MINE

Woodlawn mine has:

An experienced and established operational team
Substantial UG Resource of 7.3Mt at 13.2% ZnEq and Reserves of 3.1Mt at 13.1% ZnEq
New 0.85Mtpa processing and paste fill plant, all with significant critical spares
Substantial surface infrastructure in place: power, water, workshops, offices, changerooms etc.
New decline to 440m below surface
Underground capital development that has enabled access to the first 18 months of production (de-risked)
Net zero water discharge site and can be operated on 100% renewable energy

8. Significant optionality & leverage to Copper/Zinc

WILL BE A SECTOR LEADING EXAMPLE OF THE NEW GENERATION OF MINE THE WORLD NEEDS

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A QUALITY PROJECT FOR THE ENERGY REVOLUTION

WOODLAWN STRATEGY

Deliver an updated Life of Mine plan in Sep-23 Qtr
Board recently approved A$8m in underground development to enhance an early restart scenario
Aiming to grow the underground mineral inventory and mine life to underpin a restart strategy
35,000m drilling program has been completed, only 15% of assays have been received and released
Significant extensions of lenses and resource infill results have been identified. A new exploration target with strong massive sulphides has been intersected
Excellent Copper results received to date are; o 75.0m @ 2.1% Cu, 3.1% Zn and 8.9gpt Ag o 20.0m @ 5.5% Cu, 2.1% Zn and 17.2gpt Ag o 8.8m @ 7.6% Cu, 1.6% Zn and 28.8gpt Ag
Resource and Reserve update due end of CY23
Objective is to have site operationally ready in CY24
Advance financing options after new life of mine plan
Plan is to continue underground capital development and one diamond drill rig to further de-risk the restart

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A QUALITY PROJECT FOR THE ENERGY REVOLUTION

SULPHUR SPRINGS ZINC-COPPER PROJECT

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The project is a high-grade zinc and copper deposit located in the Tier 1 world-class Pilbara district of Western Australia
In 2018 a Definitive Feasibility Study delivered a Pre-Tax NPV of A$472m
Prior to 2023 the project development was burdened by inadequate reserves, approvals, strategy to develop open pit first, low commodity prices and the Company’s market capitalisation for equity finance
To solve these issues a A$10m drilling program was completed in 2021
This upgraded the grade of the Resource by 15% and significantly improved the Resource classification, with 90% of the Resource in the indicated category
Resource now stands at 17.4Mt @ 5.8% Zn, 1.0% Cu & 21g/t Ag
All major project approvals have been granted (Ministerial environmental approval, Mining Proposal and Mine Closure plan)
Ability to fund the project is greatly enhanced by Develop’s balance sheet and cashflow, increased inventory and access to debt funding

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A QUALITY PROJECT FOR THE ENERGY REVOLUTION

SULPHUR SPRINGS ZINC-COPPER DFS KEY OUTCOMES

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Project Revenue	A$2,898 million
Free Cash-Flow (pre-tax real)	A$745 million
Pre-Production Processing Plant and Infrastructure Capital	A$296 million
Pre-Tax NPV~~5%~~	A$523 million
Internal Rate of Return (pre-tax)	34%
Average Annual Pre-tax Cash flow (excludes capital construction)	~A$147M

Pre-tax NPV of A$523M (2018 DFS A$472M)
Significant value increase per tonne mined: 9% increase in revenue, 10% in NPV generated from 23% fewer tonnes mined
Average annual payable production for years one to four of 80.8kt of zinc metal and 16.4kt of copper metal
Life of mine payable metal of 490kt zinc and 83kt copper
Only 135kt of zinc is subject to an offtake agreement, no offtake for copper. This makes the project highly desirable for offtake partners
• Ore Reserve increased to 8.8Mt at 1.05% copper and 5.6% zinc
Mine life of 8 years post construction, averaging $147M per year of pre-tax cashflow (before construction capital costs)
Project shows very strong economics in a current inflationary market
Upfront capital requirement of A$296M including: A$234M for an improved 1.25Mtpa processing plant and other site infrastructure. This includes a paste plant for A$34M that wasn’t in the 2018 DFS
Timing of clean energy transition metals and project timeline enables significant financial leverage from commodity price rises
Further opportunities to add value through exploration and increasing plant capacity
Currently Kangaroo Caves and Sulphur Springs open pit has not been considered in this evaluation.

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A QUALITY PROJECT FOR THE ENERGY REVOLUTION

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DE-RISKING THE PROJECT

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OUR PEOPLE ARE OUR FLAGSHIP ASSET

UNDERGROUND CAPABILITY

MINING SERVICES IS KEY TO ACHIEVING BUSINESS PLAN

CULTURE CAPABILITY CASHFLOW

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VALUE CREATION SO FAR..

ASX STOCK SHARE MARKET CASH ENTERPRISE CODE PRICE CAPITALISATION (31 MARCH 23) VALUE A$ A$ $ ~A$ DVP 3.46 626M 23.0M 600M 181m shares on issue No Corporate Debt • Woodlawn Zinc/Copper Mine • Sulphur Springs Zinc/Copper Project • A$400M Underground Mining Services SUBSTANTIAL SHAREHOLDER SUBSTANTIAL SHAREHOLDER Agreement BILL BEAMENT 19.5% MINERAL RESOURCES 12.9% (MARKET CAP A$14B)

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Develop will aim to be a significant
Develop’s business plan will see it
Develop will provide extensive training
Payroll tax and royalties on production
Tax on corporate profits will be paid to
Develop is committed to playing a highly
Energy needs at the Woodlawn project

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MINERAL RESOURCES TABLE WOODLAWN UNDERGROUND

MINERAL RESOURCES

Location	JORC Classification	Tonnes (‘000t)	NSR ($A/t)	Zn%	Pb%	Cu%	Au g/t	Ag g/t
Woodlawn Underground	Measured	104	404	4.3	1.9	2.1	1.4	100.0
	Indicated	4,776	348	5.0	1.8	1.8	0.7	42.2
	Inferred	2,461	408	6.9	2.5	1.8	0.3	47.8
Project Total		7,341	369	5.7	2.0	1.8	0.6	44.9

The zinc equivalent grades for Woodlawn (Zn Eq) are based on copper, silver, lead and zinc prices of US$9620/t Copper, US$2224/t Lead, US$3956/t Zinc, US$22.8/oz Silver and US$1877/oz Gold with metallurgical metal recoveries of 88% Zn, 70% Pb, 70% Cu, 33 % Au and
82% Ag based on historical recoveries at Woodlawn and supported by metallurgical test work undertaken. The zinc equivalent calculation is as follows: Zn Eq = Zn grade% * Zn recovery + ((Pb grade % * Pb recovery % * (Pb price $/t/ Zn price$/t)) + (Cu grade % *Cu recovery % * (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.
The NSR has been calculated using metal pricing, recoveries and other payability assumptions detailed in ‘Cut-off parameters’ in Section 3 of the attached JORC Code Table 1. It is Entech’s opinion that all metals used in the NSR calculation have reasonable potential to be extracted, recovered and sold. Tonnages are dry metric tonnes. Minor discrepancies may occur due to rounding. 1. A NSR of $100 was used for mineralisation in unmined (virgin) areas.
A NSR of $140 was used for previously mined (remnant) areas, which reflects higher associated costs for mining and metal reco very these areas. Minable Stope Optimisation (MSO) shapes were applied to areas of remanent mineralisation.

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165

MINERAL RESOURCES TABLE SULPHUR SPRINGS

RESOURCE CATEGORY	METALLURGICAL DOMAIN TONNES (kt) NSR ($A/t) Zn% Pb% Cu% Ag g/t Au g/t Fe %	METALLURGICAL DOMAIN TONNES (kt) NSR ($A/t) Zn% Pb% Cu% Ag g/t Au g/t Fe %	METALLURGICAL DOMAIN TONNES (kt) NSR ($A/t) Zn% Pb% Cu% Ag g/t Au g/t Fe %	METALLURGICAL DOMAIN TONNES (kt) NSR ($A/t) Zn% Pb% Cu% Ag g/t Au g/t Fe %	METALLURGICAL DOMAIN TONNES (kt) NSR ($A/t) Zn% Pb% Cu% Ag g/t Au g/t Fe %	METALLURGICAL DOMAIN TONNES (kt) NSR ($A/t) Zn% Pb% Cu% Ag g/t Au g/t Fe %	METALLURGICAL DOMAIN TONNES (kt) NSR ($A/t) Zn% Pb% Cu% Ag g/t Au g/t Fe %	METALLURGICAL DOMAIN TONNES (kt) NSR ($A/t) Zn% Pb% Cu% Ag g/t Au g/t Fe %	METALLURGICAL DOMAIN TONNES (kt) NSR ($A/t) Zn% Pb% Cu% Ag g/t Au g/t Fe %
Indicated	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
	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

Inferred	Fresh	1,401	$249	6.4	0.5	0.2	38.4	0.2	20.8
	Sub Total	1,401	$249	6.4	0.5	0.2	38.4	0.2	20.8
GRAND TOTA	L	13,760	$298	5.7	0.3	1.1	23.5	0.2	22.5

Note. Totals may not balance due to rounding. The resource is reported at a NSR cut-off grade of $A80/t (see ASX release 22 September 2015 and 6 September 2022).
The zinc equivalent grades for Sulphur Springs (ZnEq) are based on copper, silver, lead and zinc prices of US$7650/t Copper, US$18.0/oz Silver, US$1900/t Lead and US$3320/t Zinc with overall recoveries of 86.8%, 46.0%, 0.0% and 93.6% respectively (price deck based on 3- month LME as 05/09/22, recoveries based on 2018 DFS (see ASX release 10 October 2018).The zinc equivalent calculation is as follows: ZnEq = Zn grade% * Zn recovery + ((Pb grade % * Pb recovery % * (Pb price $/t/Zn price$/t)) + (Cu grade % * Cu recovery % * (Cu price $/t/Zn price $/t)) + (Ag grade g/t /31.103 * Ag recovery % * (Ag price $/oz/Zn price $/t)) and arereported 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.

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166

MINERAL RESERVES TABLE SULPHUR SPRINGS

RESOURCE CATEGORY TONNES (Mt) Zn% Pb% Cu% Ag g/t Au g/t Fe %	RESOURCE CATEGORY TONNES (Mt) Zn% Pb% Cu% Ag g/t Au g/t Fe %	RESOURCE CATEGORY TONNES (Mt) Zn% Pb% Cu% Ag g/t Au g/t Fe %	RESOURCE CATEGORY TONNES (Mt) Zn% Pb% Cu% Ag g/t Au g/t Fe %	RESOURCE CATEGORY TONNES (Mt) Zn% Pb% Cu% Ag g/t Au g/t Fe %	RESOURCE CATEGORY TONNES (Mt) Zn% Pb% Cu% Ag g/t Au g/t Fe %	RESOURCE CATEGORY TONNES (Mt) Zn% Pb% Cu% Ag g/t Au g/t Fe %	RESOURCE CATEGORY TONNES (Mt) Zn% Pb% Cu% Ag g/t Au g/t Fe %
Proved	-	-	-	-	-	-
Probable	8.8	5.4	0.2	1.1	20.6	0.1	20.4
Grand Total	8.8	5.4	0.2	1.1	20.6	0.1	20.4

Note. Totals may not balance due to rounding. The resource is reported at a NSR cut-off grade of $A80/t (see ASX release 22 September 2015 and 6 September 2022).
The zinc equivalent grades for Sulphur Springs (ZnEq) are based on copper, silver, lead and zinc prices of US$7650/t Copper, US$18.0/oz Silver, US$1900/t Lead and US$3320/t Zinc with overall recoveries of 86.8%, 46.0%, 0.0% and 93.6% respectively (price deck based on 3- month LME as 05/09/22, recoveries based on 2018 DFS (see ASX release 10 October 2018).The zinc equivalent calculation is as follows: ZnEq = Zn grade% * Zn recovery + ((Pb grade % * Pb recovery % * (Pb price $/t/Zn price$/t)) + (Cu grade % * Cu recovery % * (Cu price $/t/Zn price $/t)) + (Ag grade g/t /31.103 * Ag recovery % * (Ag price $/oz/Zn price $/t)) and arereported 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.

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167

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KEY INVESTMENT RISKS

Overview

There are a number of risks associated with an investment in Develop Shares or holding Develop Shares, which include:

risks in relation to the Scheme;
risks specific to the business and operations of Develop (which Develop continues to be exposed to irrespective of whether the Scheme proceeds);
risks relating to the mining industry generally; and
risks relating to an investment in equity capital generally.
This section does not purport to list every risk that may be associated with holding Develop Shares now or in the future, and the occurrence or consequences of some of the risks described in this section may be partially or completely outside the control of Develop, its directors and management.

Risks relating to the Scheme

(a) Scheme is subject to conditions precedent that must be satisfied or waived

The proposed acquisition of Essential will be effected by way of a scheme of arrangement under Part 5.1 of the Corporations Act. Implementation of the Scheme is subject to the satisfaction or waiver (where permitted) of a number of conditions precedent. There can be no certainty, nor can Develop provide any assurance, that these conditions precedent will be satisfied or waived (where permitted), or if satisfied or waived (where permitted), when that will occur. A number conditions precedent are outside the control of Develop and Essential, including, but not limited to, approval of the Scheme by Essential shareholders and approval by the Court of the Scheme. Accordingly, there is no certainty that the Scheme will proceed to implementation. If implementation of the Scheme does not occur, Develop will consider alternative uses for, or ways to return the proceeds of, any subscriptions raised under the Placement and the Entitlement Offer. In these circumstances, certain transaction costs such as underwriting and advisory fees will still be payable by Develop.

Failure to complete the Scheme may have an adverse impact on Develop’s financial performance, financial position and share price.

(b) Due diligence risk

Develop conducted due diligence investigations in respect of the Scheme, and has relied upon information provided or disclosed by Essential in conducting its due diligence. The financial information, information on ore reserves and mineral resources and other information in relation to Essential included in this Presentation has been prepared by Develop (including any underlying assumptions to this information) in reliance on information provided or disclosed by Essential. As with any due diligence investigation, if any information provided and relied upon by Develop in its due diligence investigations proves to be incorrect, incomplete or misleading, or if Develop was not provided with all relevant information or there were other failings in the due diligence performed by Develop, there is a risk that there could be historical or other issues in relation to the Scheme or the which could affect the success of the Scheme or otherwise impact on Develop's financial position and performance.

There is no assurance that the due diligence conducted was conclusive, and that all material issues and risks in respect of the Scheme have been, or will be, identified (including issues that are material to the decision to undertake the Scheme) and avoided or managed appropriately. A material adverse issue that is not identified prior to undertaking the Scheme could have an adverse impact on the financial performance or operations of Develop. There is a risk that issues and risks may arise which will also have a material impact on Develop (for example, Develop may later discover liabilities or defects which were not identified through due diligence or for which there is no contractual protection for Develop). This could adversely affect the operations, financial performance or position of Develop.

Further, the information reviewed by Develop in conducting its due diligence investigations includes forward looking information, which is inherently unreliable and based on assumptions that may change in the future. Therefore there is a risk that unforeseen issues and risks may arise which may also have a material impact on Develop.

(c) Change in risk and investment profile

If the Scheme is implemented, investors will be exposed to risk factors relating to Develop, and certain additional risks relating to the merged group and the integration of the two businesses. In particular, the asset portfolio, capital structure and size of the merged group will be different from that of Develop on a stand-alone basis. These changes in risk and investment profile may be considered a disadvantage by some investors.

(d) Analysis of acquisition opportunity

Develop has undertaken financial, tax, legal and commercial analysis in relation to Essential, in order to determine its attractiveness to Develop and whether to acquire it. It is possible that despite such analysis and the best estimate assumptions made by Develop, the conclusions drawn are inaccurate or that the expected synergies and benefits of the Scheme are not realised.

Specifically, the Scheme, and proposed development steps following it, carry risk, including potential delays and unforeseen costs, and difficulties in optimising various operations. To the extent that the actual results achieved by the implementation of the Scheme (should it proceed) are different to those indicated by Develop's analysis, there is a risk that the profitability and future earnings of the operations of Develop may be materially different from the profitability and earnings expected.

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KEY INVESTMENT RISKS

Risks specific to Develop

(a) Underwriting risk

Develop has entered into an underwriting agreement with the Lead Manager, under which the Lead Manager has agreed to fully underwrite the Placement and the Entitlement Offer, subject to the certain terms and conditions summarised in Appendix 5 of this Presentation). If certain conditions contemplated by the underwriting agreement are not satisfied, or certain events occur, the Lead Manager may be entitled to terminate the underwriting agreement. Termination of the underwriting agreement would have an adverse impact on Develop's ability to raise the maximum amount of proceeds contemplated by the Placement and the Entitlement Offer, which in turn may impact on Develop's ability to complete the Scheme or otherwise apply the proceeds of the Placement and the Entitlement Offer in the manner contemplated by this Presentation.

(b) Additional requirements for capital

Develop’s capital requirements depend on numerous factors. Depending on Develop’s ability to generate income from development of its projects and its operations, Develop may require further financing in addition to amounts raised under the Placement and the Entitlement Offer.

Any additional equity financing may dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. The terms on which debt financiers are willing to offer financing may vary from time to time depending on macro-economic conditions, the performance of Develop, and an assessment of the risk of the intended use of funds. There is no guarantee that Develop will be able to secure additional financing on terms favourable to Develop. Further, loan agreements and other financing arrangements such as debt facilities, convertible note issues and finance leases (and any related guarantee and security) that may be entered into by Develop may contain covenants, undertakings and other provisions which, if breached, may entitle lenders to accelerate repayment of loans and there is no assurance Develop will be able to repay such loans in the event of an acceleration. Enforcement of any security granted by Develop or default under a finance lease could also result in the loss of assets.

If Develop is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programmes as the case may be.

(c) Key personnel

Develop is dependent on the experience of its current directors, executives and key management personnel. The future direction of Develop, including the plans proposed to be implemented by the Board, are dependent on the continuation of Develop’s managing director and key management personnel. Although Develop has sought, and will continue to ensure, that its current directors, executives and key management personnel are appropriately remunerated and incentivised, their continued services cannot be guaranteed. The loss of any of Develop’s directors, executives or key management personnel’s services may have an adverse effect on the performance of Develop pending replacements being identified and retained or appointed by Develop.

(d) Regulatory risks

Develop’s exploration and development activities are subject to extensive laws and regulations relating to numerous matters including resource licence consents, conditions including environmental compliance and rehabilitation, taxation, employee relations, health and worker safety, waste disposal, protection of the environment, native title and heritage matters, protection of endangered and protected species and other matters. Develop requires permits from regulatory authorities to authorise Develop’s operations. These permits relate to exploration, development, production and rehabilitation activities.

Obtaining the necessary permits can be a time-consuming process and there is a risk that Develop will not obtain these permits on acceptable terms, in a timely manner, or at all. The costs and delays associated with obtaining necessary permits and complying with these permits and applicable laws and regulations could materially delay or restrict Develop from proceeding with the development of a project or the operation or development of a mine. Any failure to comply with applicable laws and regulations or permits, even if inadvertent, could result in material fines, penalties or other liabilities. In extreme cases, failure could result in suspension of Develop’s activities or forfeiture of one or more of its tenements.

(e) Development of projects

Develop’s Sulphur Springs Project is at a pre-development stage and the Woodlawn Project is currently in the production ramp-up and re-start process, and potential investors should understand that development of mineral projects is a highrisk undertaking. There is no guarantee that Develop will achieve commercial viability through any of its projects, including the Sulphur Springs Project or the Woodlawn Project.

Develop’s future development activities may be affected by a range of factors including geological conditions, limitations on activities due to seasonal weather patterns, unanticipated operational and technical difficulties, industrial and environmental accidents, native title process, changing government regulations and many other factors beyond Develop’s control.

Develop’s success may also depend upon (amongst other things) Develop having access to sufficient development capital, being able to maintain title to its tenements, obtaining all required approvals for its activities and recruiting appropriately skilled personnel. Many of these risks are also beyond the control of Develop.

Develop’s development costs are based on certain assumptions with respect to the method and timing of development. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect Develop’s viability.

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KEY INVESTMENT RISKS

Risks specific to Develop (continued)

(f) Re-start and ramp-up of the Woodlawn Project

The Woodlawn Project is currently in the production ramp-up and re-start process. All the risks associated with developing and operating a mine operation (as summarised in "Operating and project risks" below) are applicable during a production-ramp up and re-start phase. Additionally, the production ramp-up and re-start process may uncover failures or deficiencies in processes, systems, plant and equipment required for the Woodlawn Project, and addressing such failures or deficiencies may result in Develop incurring unexpected costs and production-ramp up delays. Any prolonged outage or shutdown due to technical problems or otherwise could substantially increase production costs or adversely impact Develop's financial performance.

(g) Joint venture risk

Develop has, and may continue to become, a party to, joint venture or joint operating agreements for the tenements and in which it holds interests, including the Whim Creek Joint Venture Project with Anax Metals Limited and its contracting joint venture with Tjiwarl Contracting Services. There is a risk that, under these agreements, Develop may be voted into programs and budgets which it does not necessarily agree with or have the cash resources to fund. It may also be required to contribute to any increases in capital expenditure requirements and/or operating costs. Furthermore, in the case of mining joint ventures, the situation could arise where any or all of the joint venture parties are unable to fund their pro rata contributions to expenditure, in which case Develop may have to make increased contributions to ensure that the program proceeds.

(h) Copper / Zinc price volatility

If Develop achieves success leading to copper / zinc production, Develop’s financial performance will be sensitive to the spot copper / zinc price. Copper / zinc prices, like all commodity prices, are affected by numerous factors and events that are beyond Develop’s control. These factors and events include general economic activity, world demand, forward selling activity, copper/zinc reserve movements at central banks, costs of production by other copper / zinc producers and other matters such as inflationary expectations, interest rates, currency exchange rates (particularly the strength of the US dollar) as well as general global economic conditions and political trends.

If copper / zinc prices should fall below or remain below Develop’s costs of production for any sustained period due to these or other factors and events, Develop’s exploration and production could be delayed or even abandoned. A delay in exploration or production or the abandonment of one or more of Develop’s projects may require Develop to write-down its copper / zinc reserves and may have a material adverse effect on Develop’s production, earnings, and financial position.

(i) Copper / Zinc operating and development risks

Develop’s ability to achieve production, development, operating cost and capital expenditure estimates on a timely basis cannot be assured. The business of copper / zinc mining involves many risks and may be impacted by factors including ore tonnes, yield, input prices (some of which are unpredictable and outside Develop’s control), overall availability of free cash to fund continuing development activities, labour force disruptions, cost overruns, changes in the regulatory environment and other unforeseen contingencies. Other risks also exist such as environmental hazards (including discharge of pollutants or hazardous chemicals), industrial accidents and occupational and health hazards. Such occurrences could result in damage to, or destruction of, production facilities, personal injury or death, environmental damage, delays in mining, increased production costs and other monetary losses and possible legal liability to the owner or operator of the mine. Develop may become subject to liability for pollution or other hazards against which it has not insured or cannot insure, including those in respect of past mining activities for which it was not responsible. These risks also mean that there can be no assurances as to the future development of a mining operation in relation to any of Develop’s projects or which Develop may acquire in the future.

(j) Potential other merger and acquisition activity

As part of its current business strategy, Develop may make acquisitions or divestments of, or significant investments in, companies, products, technologies or assets. Develop may also be the subject of a change of control transaction in the future. Any such future merger and acquisition activity would be accompanied by the risks commonly encountered in making acquisitions or divestments.

(k) Mining services contracts and renewals

A secondary component of Develop’s business is the provision of underground mining services. As part of this, Develop has an agreement with Bellevue Gold Limited (ASX: BGL) to provide underground mining services at its Bellevue Gold Project in Western Australia. Under mining services contracts, typically the mine operator contracts Develop to undertake work in accordance with a work schedule. Contracts can be terminated for convenience by the client at short notice and without penalty with the client paying for all work completed to date, unused materials and in most cases demobilisation from the sites and redundancies. As a result, there can be no assurance that work in hand will be realised as revenue in any future period. Results from operations are affected by the number of new contracts commenced during a period, the number of existing contracts that are renewed during a period and the number of contracts that expire without renewal or extension or which are otherwise terminated during a period. Contracts are at risk of termination or non-renewal due to the client having no further need for the service such as when the mine has reached the end of its planned life, or the operator ceases production because changes in the underlying commodity price or mining costs have rendered continued production from the mine uneconomic. Contracts are also at risk of termination or nonrenewal because of competition if the client seeks to use an alternative mining services provider to provide the service or if the client decides to bring the contracted services in-house.

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KEY INVESTMENT RISKS

Risks specific to Develop (continued)

(l) Competition for provision of mining services

The mining services industry is highly competitive and is subject to increasing competition. Mining services contracts are generally awarded following a competitive tender process where price is one of the most important factors that a client will consider in evaluating tenders. Even for those projects that are not put out to tender, the pricing of contracts must be negotiated with clients. In determining the price and other terms on which a tender or proposal will be submitted to a potential client, Develop must make assumptions about a range of factors such as the type and amount of equipment to be deployed, length of contract, life of mine, location of mine, the utilisation rates, reliability and maintenance costs of equipment, mining consumables expenditure, the amount of labour required to support the project and labour productivity levels. If any of these assumptions are materially incorrect, then Develop could be locked into a long-term contract with unfavourable economics that could adversely affect its margins and results of operations. There may be no right to renegotiate the contract with the client should the economics become unfavourable.

(m) Labour costs and availability

For Develop’s business of providing mining services to remain productive and competitive depends on Develop’s ability to attract and retain skilled labour. Mining services projects are often in remote locations and employees often work based on a fly-in, fly-out schedule. As a result, there can be shortages of labour that make it challenging to recruit employees. Tightening of the labour market due to a shortage of skilled labour, combined with a high industry turnover rate and growing competition for skilled labour, may impact upon Develop’s ability to hire and retain employees and may lead to exposure to increased labour costs where the demand for labour is strong. A shortage of skilled labour could limit growth prospects or lead to a decline in productivity and an increase in training costs and could adversely affect safety records and materially adversely impact revenues and, if costs increase or productivity declines, operating margins.

(n) Competing and new technologies

The introduction and adoption of new technologies by competitors in the means Develop must stay current with technological trends in the mining industry to remain competitive, particularly in respect to its mining services business. The failure to identify and appropriately respond to emerging technological innovations by competitors could cause revenues to decline. If Develop fails to effectively address the changing demands of clients and to maintain its competitive advantage, Develop’s mining services business, results of operations and financial condition could be materially adversely impacted.

(o) COVID-19

The COVID-19 pandemic has had, and may continue to have, an impact on global capital markets and the operation of a wide variety of businesses, including those in the mining industry.

Develop's share price may be adversely affected by the ongoing economic uncertainty, capital markets volatility or specific impacts on Develop and its operations that may arise in response to or otherwise as a result of COVID-19. Further, any measures to limit the transmission of the virus implemented by national, state and local governments (such as travel bans and quarantining) in Australia, Western Australia, or any other place that Develop may conduct operations, or deemed necessary by Develop, may adversely impact Develop's financial position and operations, including as to the availability of appropriate workers required for Develop to progress its operations and activities. Additionally, there is a risk that there may be a COVID-19 outbreak at one or more of Develop's operational sites which may adversely impact the health and wellbeing of Develop's staff and adversely impact its operations. The long term impacts of COVID-19 on general economic and industry conditions and consumer spending are uncertain and may adversely impact the financial and operational performance of Develop. In light of this, investors should exercise particular caution when assessing the risks associated with the Scheme, the Placement and the Entitlement Offer and an investment in Develop.

Mining Industry Risks

(a) Exploration risk

Exploration is an inherently speculative and high-risk activity that requires significant amounts of expenditure over extended periods of time to present a reasonable probability of success. Develop’s exploration activities are subject to all the hazards and risks normally encountered in the exploration of minerals, including climatic conditions, hazards of operating vehicles and plant, technical difficulties, lack of sufficient water or power sources, industrial and environmental accident, adverse changes in government policy or legislation, lack of access to sufficient funding, lack of access to sufficient infrastructure, risks associated with operating in remote areas and other similar considerations.

Conclusions drawn during mineral exploration are subject to all the uncertainties associated with all sampling techniques and to the risk of incorrect interpretation of geological, geochemical, geophysical, drilling and other data.

No assurance can be given that during the exploration process mineral resources will be defined with preferred or desirable tonnages and/or grades that would result in feasible economic extraction. Substantial expense may be incurred without the requisite or expected degree of reward.

Further, the costs of Develop’s exploration activities may materially differ from its estimates and assumptions. No assurance can be given that Develop’s cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect the value of Develop’s shares.

(b) Operating and project risks

Unforeseen risks can arise in the development and production phase including mining or processing issues, environmental hazards, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, labour force disruption, the unavailability of materials and plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs, unusual or unexpected geological formations, pit failures, changes in the regulatory environment, contractual disputes with offtake partners, removal of access rights to the property(s) and adverse weather conditions. Such occurrences could result in damage to, or destruction of, mineral properties or production facilities, personal injury or death, environmental damage, delays in mining, monetary losses and possible legal liability.

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KEY INVESTMENT RISKS

Mining Industry Risks (continued)

(c) Environmental

Develop’s operations and activities are subject to the environmental laws and regulations of Australia (and Western Australia (in respect of the Sulphur Springs Project and the Whim Creek Project) and New South Wales (in respect of the Woodlawn Project)) and any other places Develop may conduct its business activities. As with most mining and exploration projects, Develop’s operations and activities are expected to have an impact on the environment, particularly if advanced development proceeds at any one of Develop’s existing or potential future projects.

Develop attempts to conduct its operations and activities to the highest standard of environmental obligation, including compliance with all environmental laws and regulations. However, non-compliance with or breach of any conditions attached to Develop’s mining or environmental licences, or the occurrence of an environmental incident, may lead to penalties or revocation of licences, a delay to Develop’s operations or an increase in operating costs, and significant liability could be imposed on Develop for damages, rehabilitation and clean-up costs or penalties in the event of certain environmental damage. This would require Develop to incur significant costs and may result in an adverse impact on Develop’s cash flows, financial position and performance. Additionally, pursuant to the terms of its environmental licences, Develop may be required to pay bonds or guarantees to regulators and state or federal governments. Following closure of operations at any of Develop’s mines Develop will incur costs for rehabilitation of the relevant mine site. The rehabilitation costs that are incurred following closure of a mine may exceed Develop’s previous estimates of those rehabilitation costs.

Further, Develop is unable to predict the effect of additional or more onerous environmental laws and regulations which may be adopted in the future, including whether any such laws or regulations would materially increase Develop’s cost of doing business or affect its operations in any area. There can be no assurances that new environmental laws, regulations or stricter enforcement policies, once implemented, will not oblige Develop to incur significant expenses and undertake significant investments which could have a material adverse effect on Develop’s operations, financial position and performance.

(d) Water management

Water is a scarce commodity in much of regional Australia, and particularly in the areas in which Develop has existing or potential future operations. Water is a significant input into mine development and processing activities and access to sufficient water to support current and future activities is critical. There can be no guarantee that the cost of ensuring sufficient access to water at Develop’s operations will not substantially increase in future. Reduced access to water may result in the reduction or suspension of Develop’s operations.

Additionally, having and managing large quantities of water required at Develop’s operations poses potential health and safety risks, environmental risks, and the risk of damage to property, in the event of a spillage or other accident.

(e) Metallurgy

Metal and / or mineral recoveries are dependent upon the metallurgical process, and by its nature contain elements of significant risk such as identifying a metallurgical process through test work to produce a saleable product, developing an economic process route to produce a saleable product, and changes in mineralogy in the ore deposit can result in inconsistent ore grades and recovery rates affecting the economic viability of the project.

(f) Mineral resource and ore reserve estimates

Mineral resource and ore reserve estimates must comply with the JORC Code, 2012 Edition, and are expressions of judgements based on knowledge, experience and industry practice. Estimates that are valid when made may change significantly when new information becomes available through drilling, sampling and other similar examinations.

In addition, JORC compliant mineral resource and ore reserve estimates are necessarily imprecise and depend to some extent on geological interpretations, as well as various economic, commercial, technical, environmental and legal assumptions which may prove to be inaccurate or invalid due to the passage of time.

Should Develop encounter mineralisation or formations different from those predicted, mineral resource estimates may have to be adjusted and mining plans may have to be altered in a way which could adversely affect Develop’s operations.

(g) Tenure and forfeiture

Mining and exploration tenements are subject to periodic renewal. There is no guarantee that current or future tenements or future applications for production tenements will be approved. Tenements are subject to the applicable mining acts and regulations of the relevant jurisdiction (including Western Australia and New South Wales). The renewal of the term of a granted tenement is also subject to the discretion of the relevant Minister. Renewal or conversion conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the tenements comprising Develop’s projects. The imposition of new conditions or the inability to meet those conditions may adversely affect the operations, financial position and/or performance of Develop.

In Western Australia and New South Wales, tenements may also be forfeited or cancelled during the term pursuant to an application by any party, or by the relevant Department. Irrespective of Develop's compliance with the conditions of the tenements, and applicable mining acts and regulations, there is no guarantee that applications for forfeiture or cancellation will not be made against the tenements. Further, any exemptions from tenement conditions (if available) are subject to the discretion of the Minister for Mines and objections by third parties.

If any application for forfeiture or objection to the grant of an exemption is lodged, Develop may be required to defend such applications or objections in the Warden's Court and incur significant costs.

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KEY INVESTMENT RISKS

Mining Industry Risks (continued)

(h) Access and Co-operation Arrangements

Tenements are often subject to third party interests which may require rights of access to be granted to Develop. Where Develop wishes to undertake further exploration or production works on a tenement, it may need to negotiate access over land which is the subject of a third-party interest. If access arrangements cannot be agreed, or are agreed on conditions which are unfavourable to Develop, this may adversely affect Develop's ability to explore and develop its tenements.

Develop may already have existing access arrangements, which may need to be renewed or renegotiated as access to and use of the tenements changes. Renegotiation of these agreements may be costly, or adversely affect Develop's ability to explore and develop its tenements.

Develop may be required to pay costs or provide guarantees to third parties under any access and/or co-operation arrangements that currently exist or are entered into in the future in respect of its projects. Any termination of or failure to renew existing access and/or co-operation arrangements, or renewal of existing arrangements on terms or conditions that are unfavourable to Develop, may adversely affect Develop's ability to explore and develop its projects.

(i) Native title risk

Native title or Aboriginal heritage sites or objects may exist in the areas covered by Develop’s tenements. Native title and heritage legislation in the jurisdictions in which Develop operates may affect Develop's ability to gain access to prospective exploration areas or obtain required permits or licences.

If native title has been claimed, Develop may seek a native title determination authorising entry onto land where native title has been claimed. If the title grants exclusive possession, the landowner may object to a notice of entry. Entry may only be granted on specific terms and conditions, and Develop may have to pay compensation to the landowner.

If there is a determination of native title over an area the subject of the prospecting and exploration tenements held by Develop, the native title holder’s consent may be required for exploration and mining to occur.

Native title could potentially impact the status, renewal and conversion of existing tenements held by Develop and may impact the future grant of new tenements. Compensation may be required to be provided by Develop to native titleholders in the form of money, transfer of property or provision of goods and services.

(j) Industrial relations risk

Industrial relations issues may be faced by Develop in connection with employees and the employees of suppliers, including strikes, work stoppages, work slowdowns, grievances, complaints and claims of unfair practices or other industrial activity. Any such activity could cause production delays, increased labour costs and adversely impact the ability to fulfil existing contracts or win new contracts for Develop’s projects. As a result, operating results may be materially adversely affected. Develop’s workforces are regulated by common law contract arrangements, awards, federal, state, and local legislation.

(k) Decarbonisation risk

Develop may be required in the future to transition its mining operations to decarbonised mining operations. Such a transition may be required by changing environmental legislation or regulations, changing economic conditions or changing investor or lender sentiment. Decarbonisation may require changes to Develop's actual or planned mining activities and may affect the continuing viability or profitability of those activities.

General equity investment risks

(a) Market risks associated with an investment in equity capital

There are various market risks associated with any investment in equity capital. The trading price of Develop's shares (including the Shares) may fluctuate with movements in equity capital markets in Australia and internationally, and may also be influenced by a number of factors, some which are specific to Develop and its operations and some which may affect listed companies generally.

Share market conditions are affected by many factors such as general economic outlook, introduction of tax reform or other new legislation, interest rates and inflation rates, changes in investor sentiment towards particular market sectors, supply and demand of capital, terrorism and other hostilities, and pandemics and associated issues.

The market price of Develop's shares can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and industrial stocks in particular. Neither Develop nor the directors warrant the future performance of Develop or any return on an investment in Develop.

In addition, a decrease in the trading price of Develop's shares may make Develop a target of takeover offers from other entities. In these circumstances, there can be no guarantee as to the price that Develop's shareholders may be offered for their shares. The overall success of a third party offer to acquire all or a portion of Develop's shares is dependent on a number of factors outside of the control of Develop.

(b) ESG risks

There is an increasing vigilance by investors, shareholders and other interested third parties regarding environmental, social and governance (ESG) issues. An increased focus on ESG issues may:

impact the implementation, interpretation or enforcement of legislation, regulations or formal and informal policies which affect Develop;
influence the investment criteria, sentiment or assumptions applied by investors and lenders dealing with Develop; or
influence the policies and negotiating positions of third parties currently contracting with Develop or who would otherwise be likely to contract with Develop in the future.

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KEY INVESTMENT RISKS

General equity investment risks (continued)

(c) Insurance and uninsurable risks

Develop insures it conducts its operations in accordance with industry best practice. However, in certain circumstances, Develop's insurance may not be of a nature or level to provide adequate insurance cover. The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect on the business, financial condition and results of Develop.

Insurance against all the risks associated with construction and engineering is not always available and, where available, costs can be prohibitive.

The occurrence of an event not fully insured or indemnified against, or the failure of a third party or an insurer to meet its indemnification or insurance obligations, could result in substantial losses, which may adversely affect financial position and performance. In addition, insurance may not be available to cover any or all of these risks, or, even if available, may not be adequate. Insurance premiums or other costs may rise significantly in the future, so as to make such insurance prohibitively expensive or uneconomic.

(d) Liquidity and realisation risk

There can be no guarantee that an active market in Develop's shares will develop or continue, or that the market price of Develop's shares will increase. If a market does not develop or is not sustained, it may be difficult for investors to sell their shares, as there may be relative few, if any, potential buyers or sellers of Develop's shares on ASX at any time.

(e) Tax

Future changes in taxation law, including changes in the interpretation or application of the law by the courts or taxation authorities, may affect taxation treatment of an investment in Develop shares or the holding and disposal of those shares. Further, changes in tax law, or changes in the way tax law is expected to be interpreted, in the various jurisdictions in which Develop operates, may impact the future tax liabilities and performance of Develop. It is also possible for the jurisdictions in which Develop operates to increase the rate on which royalty is assessed with respect to the extraction and sale of copper / zinc and related products.

(f) Other general economic and business risks

The operating and financial performance of Develop is influenced by a variety of general economic and business conditions, including levels of consumer spending, inflation, interest rates and exchange rates, supply and demand, industrial disruption, access to debt and capital markets and government fiscal, monetary and regulatory policies. Changes in general economic conditions may result from many factors including government policy, international economic conditions, significant acts of terrorism, hostilities or war, epidemic or pandemic or natural disasters. A prolonged deterioration in general economic conditions including an increase in interest rates or a decrease in consumer and business demand, could be expected to have an adverse impact on Develop's operating and financial performance and financial position.

(g) Dividends

Any future payment of dividends by Develop will be at the discretion of the board and will depend on the financial position of Develop, future capital requirements, business operations and other factors considered relevant by the board at the time. No assurance in relation to the payment of dividends or franking credits attaching to dividends can be given by Develop

(h) Unknown Risks

Additional risks and uncertainties not currently known to Develop may also have a material adverse effect on Develop's financial and operational performance and the information set out in this Presentation regarding the key operational and investment risks does not purport to be, nor should it be construed as representing, an exhaustive list of the risks.

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INTERNATIONAL OFFER RESTRICTIONS

This Presentation does not constitute an offer of New Shares in any jurisdiction in which it would be unlawful. In particular, this Presentation may not be distributed to any person, and the New Shares may not be offered or sold, in any country outside Australia except to the extent permitted below.

Canada (British Columbia, Ontario and Quebec provinces)

This Presentation constitutes an offering of New Shares only in the Provinces of British Columbia, Ontario and Quebec (the "Provinces"), only to persons to whom New Shares may be lawfully distributed in the Provinces, and only by persons permitted to sell such securities. This Presentation is not a prospectus, an advertisement or a public offering of securities in the Provinces. This Presentation may only be distributed in the Provinces to persons who are "accredited investors" within the meaning of National Instrument 45-106 – Prospectus Exemptions, of the Canadian Securities Administrators. No securities commission or authority in the Provinces has reviewed or in any way passed upon this Presentation, the merits of the New Shares or the offering of the New Shares and any representation to the contrary is an offence. No prospectus has been, or will be, filed in the Provinces with respect to the offering of New Shares or the resale of such securities. Any person in the Provinces lawfully participating in the offer will not receive the information, legal rights or protections that would be afforded had a prospectus been filed and receipted by the securities regulator in the applicable Province. Furthermore, any resale of the New Shares in the Provinces must be made in accordance with applicable Canadian securities laws. While such resale restrictions generally do not apply to a first trade in a security of a foreign, nonCanadian reporting issuer that is made through an exchange or market outside Canada, Canadian purchasers should seek legal advice prior to any resale of the New Shares. Develop, as well as its directors and officers, may be located outside Canada and, as a result, it may not be possible for purchasers to effect service of process within Canada upon Develop or its directors or officers. All or a substantial portion of the assets of Develop and such persons may be located outside Canada and, as a result, it may not be possible to satisfy a judgment against Develop or such persons in Canada or to enforce a judgment obtained in Canadian courts against Develop or such persons outside Canada. Any financial information contained in this Presentation has been prepared in accordance with Australian Accounting Standards and also comply with International Financial Reporting Standards and interpretations issued by the International Accounting Standards Board. Unless stated otherwise, all dollar amounts contained in this Presentation are in Australian dollars. Statutory rights of action for damages and rescission. Securities legislation in certain Provinces may provide a purchaser with remedies for rescission or damages if an offering memorandum contains a misrepresentation, provided the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s Province. A purchaser may refer to any applicable provision of the securities legislation of the purchaser’s Province for particulars of these rights or consult with a legal adviser. Certain Canadian income tax considerations. Prospective purchasers of the New Shares should consult their own tax adviser with respect to any taxes payable in connection with the acquisition, holding or disposition of the New Shares as there are Canadian tax implications for investors in the Provinces. Language of documents in Canada. Upon receipt of this Presentation, each investor in Canada hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the New Shares (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only.

Par la réception de ce document, chaque investisseur canadien confirme par les présentes qu’il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d’achat ou tout avis) soient rédigés en anglais seulement.

Hong Kong

WARNING: This Presentation has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). Accordingly, this Presentation may not be distributed, and the New Shares may not be offered or sold, in Hong Kong other than to "professional investors" (as defined in the SFO and any rules made under that ordinance). No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors. No person allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities. The contents of this Presentation have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this Presentation, you should obtain independent professional advice.

New Zealand

This Presentation has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the "FMC Act").

The New Shares are not being offered to the public within New Zealand other than to existing shareholders of Develop with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021.

Other than in the entitlement offer, the New Shares may only be offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) to a person who:

is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;
meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;
is large within the meaning of clause 39 of Schedule 1 of the FMC Act;
is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or
is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.

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INTERNATIONAL OFFER RESTRICTIONS

Singapore

This Presentation and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this Presentation and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part 13 of the Securities and Futures Act 2001 of Singapore (the "SFA") or another exemption under the SFA.

This Presentation has been given to you on the basis that you are an "institutional investor" or an "accredited investor" (as such terms are defined in the SFA). If you are not such an investor, please return this Presentation immediately. You may not forward or circulate this Presentation to any other person in Singapore.

Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

Switzerland

The New Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange or on any other stock exchange or regulated trading facility in Switzerland. Neither this Presentation nor any other offering or marketing material relating to the New Shares constitutes a prospectus or a similar notice, as such terms are understood under art. 35 of the Swiss Financial Services Act or the listing rules of any stock exchange or regulated trading facility in Switzerland.

No offering or marketing material relating to the New Shares has been, nor will be, filed with or approved by any Swiss regulatory authority or authorised review body. In particular, this Presentation will not be filed with, and the offer of New Shares will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA).

Neither this Presentation nor any other offering or marketing material relating to the New Shares may be publicly distributed or otherwise made publicly available in Switzerland. The New Shares will only be offered to investors who qualify as "professional clients" (as defined in the Swiss Financial Services Act). This Presentation is personal to the recipient and not for general circulation in Switzerland.

United Kingdom

Neither this Presentation nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the New Shares.

The New Shares may not be offered or sold in the United Kingdom by means of this Presentation or any other document, except in circumstances that do not require the publication of a prospectus under section 86(1) of the FSMA. This Presentation is issued on a confidential basis in the United Kingdom to "qualified investors" within the meaning of Article 2(e) of the UK Prospectus Regulation. This Presentation may not be distributed or reproduced, in whole or in part, nor may its contents be disclosed by recipients, to any other person in the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the New Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of the FSMA does not apply to Develop.

In the United Kingdom, this Presentation is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 ("FPO"), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investment to which this Presentation relates is available only to relevant persons. Any person who is not a relevant person should not act or rely on this Presentation.

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UNDERWRITING AGREEMENT SUMMARY

Develop has entered into an underwriting agreement with the Underwriter (Underwriting Agreement), pursuant to which the Underwriter is acting as sole lead manager, underwriter and bookrunner of the Capital Raising, subject to the terms and conditions of the Underwriting Agreement. The primary obligation of the Lead Manager is to underwrite and subscribe, or procure subscriptions, and pay or procure payment of the offer price, for all New Shares offered under the Capital Raising.

In accordance with the Underwriting Agreement, as is customary with these types of underwriting arrangements:

Develop has (subject to certain limitations) agreed to indemnify the Underwriter, its affiliates and related bodies corporate and each of their respective directors, officers, employees, agents and advisers from and against all losses directly or indirectly suffered or incurred in connection with the Capital Raising; and
Develop and the Underwriter have given certain representations, warranties and undertakings in connection with (among other things) the conduct of the Capital Raising.

1. Conditions

The Lead Manager's obligation to underwrite the Capital Raising is subject to the conditions precedent in the Underwriting Agreement. The conditions precedent are generally customary for an underwriting agreement of this kind, and include conditions precedent in relation to the proposed acquisition.

2. Unqualified termination rights

The Underwriter may terminate its obligations under the Underwriting Agreement if any of the following events occurs:

A statement in the Capital Raising documents (including ASX announcements and this Presentation) (Capital Raising Documents) does not comply with the Corporations Act in any material particular (including if a statement in any of the Capital Raising Documents is or becomes misleading or deceptive or is likely to mislead or deceive, including by omission) or a matter required to be included is omitted from the Capital Raising Documents.
Any cleansing notice in connection with the Capital Raising is or becomes defective (as that term is defined in sections 708AA(11) or 708A(10), respectively) or any amendment or update to such a cleansing notice is issued or is required under the Corporations Act to be issued which is materially adverse from the point of view of a reasonable investor.
The S&P/ASX 200 Index is at a level that is 12.5% or more below the level at market close on the business day immediately preceding the date of the Underwriting Agreement (1) at market close on the business day immediately prior to the settlement date for the institutional component of the Capital Raising (Institutional Settlement Date), or (2) at market close on two consecutive business days during the period between the Institutional Settlement Date and the settlement date for the retail component of the Capital Raising (Retail Settlement Date).
ASX refuses or fails to grant approval for official quotation of the New Shares, either unconditionally or conditionally (where such condition would not have a material adverse effect on the settlement or success of the Capital Raising), by the time required to issue the New Shares under the proposed timetable, or if granted, ASX withdraws or modifies such approval (in a manner that would have a material adverse effect on the success or marketing of the Capital Raising).
• Develop ceases to be admitted to the official list of ASX.
ASIC applies for an order under Part 9.5 of the Corporations Act in relation to the Capital Raising or the Capital Raising Documents, or holds or gives notice of intention to hold a hearing or investigation in relation to the Capital Raising or any Capital Raising Documents under the Corporations Act or the Australian Securities and Investments Commission Act 2001 (Cth), or prosecutes or gives notice of an intention to prosecute, or commences proceedings against, or gives notice of an intention to commence proceedings against, Develop or any of its officers or directors in relation to the Capital Raising or the Capital Raising Documents, except in circumstances where the existence of the application, hearing, inquiry, investigation, prosecution, notice or proceeding has not become public and it has been withdrawn by the earlier of (1) the business day immediately preceding the Institutional Settlement Date or the Retail Settlement Date (as applicable), or (2) three business days after the application, hearing, inquiry, investigation, prosecution or notice is commenced or received.
Develop withdraws the Capital Raising or the invitations to apply for the New Shares under the Capital Raising Documents.
Develop is prevented from allotting and issuing the New Shares by applicable laws, an order of a court of competent jurisdiction or a government agency within the period required by the proposed timetable under the Underwriting Agreement and the ASX Listing Rules.
A regulatory body withdraws, revokes or amends any regulatory approvals, including any ASX waiver of the ASX Listing Rules or ASIC modifications of the Corporations Act, required for Develop to perform its obligations under the Underwriting Agreement, such that Develop is rendered unable to perform its obligations under the Underwriting Agreement.
A director or senior executive of Develop is charged with an indictable offence relating to a financial or corporate matter, engages in any fraudulent conduct or activity, or is disqualified from managing a corporation under Part 2D.6 of the Corporations Act, or a government agency commences a public action against a director or senior executive of Develop.
An event in the timetable for the Capital Raising (as may be varied in accordance with the terms of the Underwriting Agreement) is delayed by more than one business day.
Develop or any subsidiary becomes insolvent, or there is an act or omission which is likely to result in Develop or a subsidiary becoming insolvent.

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UNDERWRITING AGREEMENT SUMMARY

3. Qualified termination rights

The Underwriter may immediately terminate its obligations under the Underwriting Agreement if any of the following events occurs, and the Underwriter has reasonable grounds to believe and does believe that the event (1) has had, or is likely to have, a materially adverse effect on the marketing, success or outcome of the Capital Raising, the ability of the Underwriter to settle the Capital Raising or the willingness of persons to apply for New Shares, or (2) will, or is likely to, give rise to (i) a contravention by the Underwriter of (or the Underwriter being involved in a contravention of) any applicable law or regulation, including the Corporations Act and rules of any securities exchange, or (ii) a liability of the Underwriter under any applicable law or regulation or rule of any securities exchange or regulatory body, or a contract in relation to the Capital Raising:

Any of the Capital Raising Documents or any aspect of the Capital Raising does not comply with the Corporations Act, the ASX Listing Rules or any other applicable law or regulation.
Any information supplied by or on behalf of Develop to the Underwriter in relation to the New Shares, Develop, the Acquisition or the Capital Raising is, or becomes, untrue, incorrect, misleading or deceptive, including by way of omission.
A new circumstance arises which is a matter adverse to investors and which would have been required by the Corporations Act to be included in a cleansing notice given to ASX in relation to the Capital Raising had the new circumstance arisen before the cleansing notice was given to ASX.
An event occurs which is, or is likely to give rise to, an adverse change in (1) the assets, liabilities, financial position or performance, profits, losses, earnings, prospects or condition or otherwise of the Develop group, or (2) the nature of the business conducted by the Develop group, other than as disclosed to ASX prior to the date of the Underwriting Agreement or in the Capital Raising Documents, and excluding any event or change arising in connection with the continuation or escalation of the COVID-19 pandemic.
Any statement or estimate in the Capital Raising Documents which relates to a future matter is or becomes incapable of being met or, in the reasonable opinion of the Underwriter, is unlikely to be met in the projected timeframe (including in each case financial forecasts).
There is a change to the board of directors, managing director or chief financial officer of Develop.
A statement in any 'closing certificate' given to the Underwriter by Develop is false, misleading, inaccurate or untrue or incorrect.
There is introduced, or there is a public announcement of a proposal to introduce, a new law or regulation or policy in Australia or any State or Territory of Australia (including a policy of the Reserve Bank of Australia) other than a law or policy which has been announced before the date of the Underwriting Agreement.
A representation, warranty or undertaking contained in the Underwriting Agreement on the part of Develop is breached, becomes not true or correct or is not performed.
Develop fails to perform or observe one or more of its obligations under the Underwriting Agreement.
Develop alters its capital structure (other than as a result of the issue of New Shares) or amends its constitution or any other constituent document or the terms of issue of the New Shares without the prior written consent of the Underwriter.
In respect of any one or more of Australia, New Zealand, the United States, the United Kingdom, Hong Kong or Singapore, or involving any diplomatic, military, commercial or political establishment of any of those countries in the world, either (1) hostilities not presently existing commence (whether or not war or a national emergency has been declared), (2) a major escalation in existing hostilities occurs (whether or not war or a national emergency has been declared), (3) a major terrorist act is perpetrated, or (4) a national emergency is declared (other than any national emergency in connection with the COVID-19 pandemic).
Any of the following occurs: (1) a general moratorium on commercial banking activities in Australia, the United Kingdom or the United States is declared by the relevant central banking authority in those countries, or there is a disruption in commercial banking or security settlement or clearance services in any of those countries, (2) trading in all securities quoted or listed on ASX, the London Stock Exchange or the New York Stock Exchange is suspended for at least one day on which that exchange is open for trading, or (3) any adverse change or disruption to the existing financial markets, political or economic conditions of, or currency exchange rates or controls in Australia, the United States or the United Kingdom, or the international financial markets or any adverse change in national or international political, financial or economic conditions.

4. Fees

Develop will pay the Underwriter an underwriting fee of 1.20% and a management fee of 0.30% of the gross proceeds of the Capital Raising.

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SCHEME IMPLEMENTATION DEED SUMMARY

1 Outline and key terms

Develop is proposing to acquire 100% of the ordinary shares in Essential pursuant to a scheme of arrangement (Scheme). The Scheme Implementation Deed (SID) sets out Develop and Essential’s obligations in respect of the implementation of the Scheme. The consideration payable by Develop under the Scheme is new fully paid ordinary shares in Develop (Scheme Consideration).

The key terms under the SID include:

Essential’s board must procure that, subject to the Independent Expert Report’s conclusion and written advice from Essential’s legal advisers, Essential board members unanimously recommend that Essential shareholders vote in favour of the Scheme;
Essential and Develop each provide usual representations and warranties and undertakings to assist in the implementation of the Scheme;
Termination rights:
Develop may terminate the SID (as the case may be) if there is a material unremedied breach by Essential of any clause in the SID, there is a Material Adverse Change or Prescribed Occurrence in respect of Essential, Essential shareholder approval of the Scheme is not obtained, or an Essential director publicly withdraws, fails to make, or adversely changes their Recommendation or Voting Intention or publicly recommends, supports or endorses a Competing Proposal, for any reason, or if Essential enters into a legally binding agreement, arrangement or understanding in relation to the undertaking or giving effect to any actual, proposed or potential Competing Proposal;
Essential may terminate the SID (as the case may be) if there is a material unremedied breach by Develop of any clause in the SID, there is a Material Adverse Change or Prescribed Occurrence in respect of Develop, or a majority of Essential directors publicly withdraw, fail to make, or adversely change their Recommendation or Voting Intention or publicly recommend a Competing Proposal, for any reason, and, if required to do so, Essential pays the Target Payment to Develop;
Develop and Essential must each procure that their (and their respective subsidiaries’) business and operations are conducted as a going concern in the ordinary course of business in a manner generally consistent with past practice.

2 Conditions

The obligations of the parties under the SID is subject to various conditions precedent, including:

approval being received from the Essential shareholders at a duly convened shareholder Scheme meeting;
regulatory approvals;
Court approvals;
absence of restraints
the Independent Expert concluding that the Scheme is in the best interests of the Essential shareholders and not changing that conclusion
in relation to Essential options and performance rights on issue, the options and performance rights either being exercised or cancelled in accordance with agreed form cancellation deeds; and
• other conditions customary for a transaction of this nature.

3 Interim funding

In the event that Essential’s cash balance falls below $3.5 million prior to the Effective Date for the Scheme, then Essential may, subject to first having had good faith negotiations with Develop regarding the potential provision of interim funding by Develop to Essential for an amount of up to $3.5million acting reasonably, undertake an equity capital raising for an amount up to $3.5 million on market standard terms.

4 Exclusivity arrangements

The SID also details circumstances under which Essential may be required to pay a break fee to Develop and circumstances where Develop may be required to pay Essential a reverse break fee, both equivalent to approximately $1.53 million and payable in certain circumstances.

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ASX Announcement 05 July 2023

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

Develop receives overwhelming support for Placement and Institutional Entitlement Offer

A$30m Placement and A$10.9m Institutional Entitlement Offer strongly supported by existing shareholders; A$9.1m Retail Entitlement Offer opens 10 July 2023

Develop Global Limited (ASX:DVP) is pleased to announce the successful completion of its A$30 million share placement (“ Placement ”) and the A$10.9 million institutional component (“ Institutional Entitlement Offer ”) of its 1-for-29 pro-rata accelerated non-renounceable entitlement offer (“ Entitlement Offer ”) .

Develop will raise a further A$9.1 million from the fully underwritten retail component (“ Retail Entitlement Offer ”) of the Entitlement Offer, which opens on 10 July 2023.

Shares issued under the Placement and Entitlement Offer (“ New Shares ”) are priced at A$3.20, representing a discount of 7.5 per cent to Develop’s last sale price of A$3.46 on Friday, 30 June 2023 and a 3.5 per cent discount to the 5-day VWAP as at that date.

Develop and Essential Metals Limited (ASX: ESS) (“ Essential ”) announced earlier this week that they had entered into a binding Scheme Implementation Deed under which Develop proposes to acquire 100 per cent of Essential by way of a Scheme of Arrangement (see ASX release dated 03 July 2023).

Develop Managing Director Bill Beament said: “The feedback from institutional and retail investors in respect to the Essential deal and capital raising was extremely positive.

“The proposal offers Essential shareholders a robust premium while giving them ongoing exposure to the Pioneer Dome lithium project as well as Develop’s other energy transition metals assets and world-class operational/mining team.

“The proceeds of the capital raising will ensure we can maximise the opportunities across these outstanding assets, all of which are in tier-one locations, in a highly effective and timely manner”.

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 Tuesday, 11 July 2023 with allotment and commencement of trading expected to occur on Wednesday, 12 July 2023.

Canaccord Genuity (Australia) Limited is acting as lead manager and underwriter to the capital raising, and Gilbert + Tobin are acting as Australian legal adviser to Develop in respect of the capital raising.

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Retail Entitlement Offer

The fully underwritten Retail Entitlement Offer will open on Monday, 10 July 2023 and is expected to close at 5:00pm (Sydney time) on Wednesday, 26 July 2023.

Eligible retail shareholders will be able to subscribe for 1 new share for every 29 Develop shares held as at 5:00pm (Sydney time) on Wednesday, 05 July 2023. The Retail Entitlement Offer price is also A$3.20 per share.

Further information will be sent to eligible retail shareholders in a booklet expected to be released to ASX and despatched on Monday, 10 July 2023 (“ Retail Offer Booklet ”). The Retail Offer 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 Offer Booklet for further details relating to the Retail Entitlement Offer.

Indicative Timetable

An indicative timeline with respect to the capital raising is detailed below

Event	Time (Sydney time) / Date
Announcement of the capital raising - Placement and Institutional Entitlement Offer open	Monday, 3 July 2023
Announce completion of the Placement and Institutional Entitlement Offer	Wednesday, 5 July 2023
Trading halt is lifted and existing Develop shares resume trading on ex- entitlement basis	Wednesday, 5 July 2023
Entitlement Offer Record Date	5:00pm Wednesday, 5 July 2023
Retail Offer Booklet and Entitlement & Acceptance Form issued and Retail Entitlement Offer opens	Monday, 10 July 2023
Settlement of Placement and Institutional Entitlement Offer	Tuesday, 11 July 2023
Allotment and issue of New Shares, normal trading of New Shares issued under the Placement and Institutional Entitlement Offer	Wednesday, 12 July 2023
Retail Entitlement Offer closing date	5:00pm Wednesday, 26 July 2023
Settlement of Retail Entitlement Offer	Tuesday, 1 August 2023
Allotment of New Shares under the Retail Entitlement Offer	Wednesday, 2 August 2023
Normal trading of New Shares issued under the Retail Entitlement Offer	Thursday, 3 August 2023

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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 8:30am and 5:30pm (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 Capital Raising generally, can be found in the ASX Announcement and Investor Presentation lodged with ASX on 3 July 2023.

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) 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 zinc-copper-silver project in WA’s Pilbara region. This project is currently the focus of ongoing exploration to grow the inventory and various development studies. 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.

INVESTORS	MEDIA
Bill Beament	Paul Armstrong
Develop	Read Corporate
P: +61 8 6389 7400	P: +61 8 9388 1474
E:[email protected]	E:[email protected]

Not an offer in the United States

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5 Important information

5.1 Overview

This Retail Offer Booklet (including the ASX Announcements in section 4) and enclosed personalised Entitlement and Acceptance Form ( Information ) have been prepared by Develop. Your Entitlement and Acceptance Form can also be accessed and downloaded via the Offer website at https://events.miraqle.com/dvp-offer.

This Information is dated 10 July 2023. This Information remains subject to change without notice and Develop is not responsible for updating this Information.

There may be additional announcements made by Develop after the date of this Retail Offer Booklet and throughout the period that the Entitlement Offer is open that may be relevant to your consideration of whether to take up or do nothing in respect of your Entitlement. Therefore, it is prudent that you check whether any further announcements have been made by Develop (by visiting the ASX website at www.asx.com.au) before submitting your Application to take up your Entitlement.

No party other than Develop has authorised or caused the issue of this Information, or takes any responsibility for, or makes, any statements, representations or undertakings in this Information.

This Information is important and requires your immediate attention.

You should read this Information carefully and in its entirety before deciding how to deal with your Entitlement. In particular, you should consider the risk factors outlined in the “Key Risks” section of the Investor Presentation included in section 4 of this Retail Offer Booklet, any of which could affect the operating and financial performance of Develop or the value of an investment in Develop.

You should consult your stockbroker, accountant or other professional adviser to evaluate whether or not to participate in the Entitlement Offer.

To the maximum extent permitted by law, the Company and its related bodies corporate, directors, officers, employees and agents disclaim and do not assume any obligation or undertaking to release any updates or revisions to the information in this Retail Offer Booklet to reflect any change in expectation or assumptions, and disclaim all responsibility and liability for any loss arising from use or reliance on this Retail Offer Booklet or its content (including, without limitation, liability for fault or negligence).

5.2 Eligible Retail Shareholders

This information contains an offer of New Shares to Eligible Retail Shareholders in Australia or New Zealand and has been prepared in accordance with section 708AA of the Corporations Act as notionally modified by ASIC.

Eligible Retail Shareholders are those persons who:

are registered as a holder of Existing Shares as at the Record Date;
as at the Record Date, have a registered address on the Share Registry in Australia or New Zealand or are a person that the Company has determined in its discretion is an Eligible Retail Shareholder;
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 such a person holds Shares for the account or benefit of such person in the United States);
did not receive an offer to participate (other than as nominee) or were otherwise ineligible to participate in the Institutional Entitlement Offer; and

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are eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer without a prospectus or other disclosure document or any lodgement, filing, registration or qualification,
provided that, if a Shareholder (including a nominee or custodian) is acting for the account or benefit of a person in the United States, it may not participate in the Retail Entitlement Offer on behalf of such person.

Shareholders who are not Eligible Retail Shareholders are Ineligible Retail Shareholders.

Develop reserves the right to determine whether a Shareholder is an Eligible Retail Shareholder or an Ineligible Retail Shareholder.

Applying for New Shares under the Retail Entitlement Offer (including making a payment by BPAY® or EFT), you will be taken to have represented and warranted that you satisfy each of the criteria listed above to be an Eligible Retail Shareholder. Nominees, trustees or custodians are therefore advised to seek independent professional advice as to how to proceed.

Develop has decided that it is unreasonable to make offers under the Retail Entitlement Offer to Shareholders who have registered addresses outside Australia or New Zealand, having regard to the number of such holders in those places and the number and value of the New Shares that they would be offered, and the cost of complying with the relevant legal and regulatory requirements in those places. Develop may (in its absolute discretion) extend the Retail Entitlement Offer to Shareholders who have registered addresses outside Australia or New Zealand in accordance with applicable law.

5.3 Ranking of New Shares

New Shares issued under the Retail Entitlement Offer will be fully paid and rank equally in all respects with Existing Shares. The rights and liabilities attaching to the New Shares are set out in the Constitution, a copy of which is available at https://develop.com.au/.

5.4 Key Risks

The Investor Presentation details important factors and risks that could affect the financial and operating performance of Develop. You should refer to the “Key Risks” Section of the Investor Presentation released to ASX on 3 July 2023 (see section 4 above). You should consider these factors in light of your personal circumstances, including financial and taxation issues, before making a decision in relation to your Entitlement.

5.5 No cooling off rights

Cooling off rights do not apply to an investment in New Shares. You cannot withdraw your Application once it has been accepted.

5.6 No Entitlements trading

Entitlements are non-renounceable and so they cannot be traded on ASX or any other exchange, nor can they be privately transferred.

5.7 Rounding of Entitlements

Where fractions arise in the calculation of an Entitlement, they will be rounded up to the nearest whole number of New Shares.

5.8 Capital structure

After the issue of New Shares under the Offer (and prior to the issue of Shares under the Proposed Scheme), the capital structure of Develop is expected to be as follows (subject to rounding of fractional Entitlements):

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Shares currently on issue	181,037,881
Number of New Shares to be issued under the Entitlement Offer	6,240,952
Number of New Shares to be issued under the Placement	9,375,000
Total Shares on issue on completion of the Offer	196,653,833

5.9 Underwriting of the Entitlement Offer

The Entitlement Offer (and the Placement) is fully underwritten by the Underwriter. The Underwriter has been appointed as the exclusive lead manager, bookrunner and underwriter to the Entitlement Offer and the Placement.

The Underwriting Agreement is subject to certain terms and conditions which are customary for an Underwriting Agreement of this type, including conditions precedent, representations, warranties and indemnities, undertakings in favour of the Underwriters and termination rights. In particular, the Underwriting Agreement contains various representations and warranties by Develop relating to Develop and its business, including information provided to the Underwriter and disclosed to the ASX. The Underwriting Agreement also imposes various obligations on Develop, including undertakings to do certain things, including providing certain notices to the Underwriter and the ASX within prescribed periods. Time is of the essence in the Underwriting Agreement.

See the summary of the Underwriting Agreement contained in Appendix 5 to the Investor Presentation dated 3 July 2023 (included in the ASX Announcements in this section 4) for further information.

5.10 Potential dilution of Shareholders who do not take up Entitlements

You should note that if you do not participate in the Entitlement Offer, your Entitlement will lapse and your percentage holdings will be diluted accordingly.

5.11 Notice to nominees and custodians

If Develop believes you hold Shares as a nominee or custodian you will have received, or will shortly receive, a letter in respect of the Entitlement Offer. Nominees and custodians should consider carefully the contents of that letter.

Develop is not required to determine whether or not any registered holder or investor is acting as a nominee or custodian or the identity or residence of any beneficial owners of Existing Shares or Entitlements.

Nominees and custodians may not distribute any part of this Retail Offer Booklet or take up Entitlements on behalf of persons in the United States or elsewhere outside Australia and New Zealand, except on behalf of beneficial shareholders who are professional or institutional shareholders in countries listed in, and to the extent contemplated, in the section captioned “International Offer Restrictions” in the Investor Presentation or any other country where Develop may determine it is lawful and practical to make the Retail Entitlement Offer.

The Company is not required to determine whether or not any registered Shareholder is acting as a nominee or the identity or residence of any beneficial owners of Shares. Where any holder is acting as a nominee or custodian for a foreign person, that holder, in dealing with its beneficiary, will need to assess whether indirect participation by the beneficiary in the Retail Entitlement Offer is compatible with the terms of this Retail Offer Booklet and applicable foreign laws, including as provided in section captioned “International Offer Restrictions” in the Investor Presentation.

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Persons acting as nominees or custodians for other persons must not take up any Entitlements on behalf of, or send this Retail Offer Booklet (or any part of it) or any other documents related to the Retail Entitlement Offer to, any person in the United States or any person that is acting for the account or benefit of a person in the United States. Persons in the United States and persons acting for the account or benefit of persons in the United States (to the extent such persons are acting for the account or benefit of persons in the United States) will not be able to take up any of their Entitlements.

5.12 Not investment advice

This Retail Offer Booklet is not a prospectus under the Corporations Act and has not been lodged with ASIC. It also is not financial product advice and has been prepared without taking into account your investment objectives, financial circumstances or particular needs. Develop is not licensed to provide financial product advice in respect of the New Shares. This Information does not purport to contain all the information that you may require to evaluate a possible Application for New Shares, nor does it purport to contain all the information which would be required in a prospectus prepared in accordance with the requirements of the Corporations Act. It should be read in conjunction with Develop’s other periodic statements and continuous disclosure announcements lodged with ASX, which are available on the ASX website.

The New Shares offered under this Entitlement Offer should be considered speculative. Before deciding whether to apply for New Shares, you should consider whether they are a suitable investment for you in light of your own investment objectives and financial circumstances and having regard to the merits or risks involved. If, after reading the Information, you have any questions about the Entitlement Offer, you should contact your stockbroker, accountant or other professional adviser.

5.13 Quotation and trading

Develop has applied to the ASX for official quotation of the New Shares in accordance with the ASX Listing Rule requirements. If ASX does not grant quotation of the New Shares, Develop will repay all Application Monies (without interest).

Subject to approval being granted, it is expected that normal trading of New Shares allotted under the Retail Entitlement Offer will commence on 3 August 2023.

5.14 Continuous disclosure

Develop is a 'disclosing entity' under the Corporations Act and is subject to regular reporting and disclosure obligations under the Corporations Act and the ASX Listing Rules, including the preparation of annual reports and half yearly reports.

Develop is required to notify the ASX of information about specific events and matters as they arise for the purposes of the ASX making that information available to the stock markets conducted by the ASX. In particular, Develop has an obligation under the ASX Listing Rules (subject to certain exceptions) to notify the ASX immediately of any information of which it is or becomes aware which a reasonable person would expect to have a material effect on the price or value of its securities. That information is available to the public from the ASX and can be accessed at www.asx.com.au.

Some documents are required to be lodged with ASIC in relation to Develop. These documents may be obtained from, or inspected at, an ASIC office.

5.15 Information availability

You can obtain a copy of this Retail Offer Booklet during the Retail Entitlement Offer period on Develop’s website at https://develop.com.au/.

A replacement Entitlement and Acceptance Form can also be requested by calling the Share Registry.

If you access the electronic version of this Retail Offer Booklet, you should ensure that you download and read the entire Retail Offer Booklet. The electronic version of this Retail Offer Booklet on the Develop website will not include an Entitlement and Acceptance Form.

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5.16 Foreign jurisdictions

This Retail Offer Booklet does not constitute an offer of New Shares in any jurisdiction in which it would be unlawful. In particular, this Retail Offer Booklet may not be distributed to any person, and the New Shares may not be offered or sold, in any country outside Australia or New Zealand. The distribution of this Retail Offer Booklet (including an electronic copy) outside Australia or New Zealand may be restricted by law. If you come into possession of the Information, you should observe such restrictions, including those set forth in the section captioned “International Offer Restrictions” in the Investor Presentation. No action has been taken to register or qualify the Retail Entitlement Offer or the New Shares, or otherwise permit an offering of the New Shares, in any jurisdiction other than Australia or New Zealand.

New Zealand

The New Shares are not being offered to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021.

This Retail Offer Booklet has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013. This Retail Offer Booklet is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

5.17 Governing law

This Information, the Entitlement Offer and the contracts formed on acceptance of the Entitlement and Acceptance Forms are governed by the laws applicable in Western Australia. Each applicant for New Shares submits to the non-exclusive jurisdiction of the courts of Western Australia.

5.18 Disclaimer of representations

No person is authorised to give any information, or to make any representation, in connection with the Entitlement Offer that is not contained in this Information.

Any information or representation that is not in this Information may not be relied on as having been authorised by Develop, or its related bodies corporate, in connection with the Entitlement Offer. Except as required by law, and only to the extent so required, none of Develop, nor any other person, warrants or guarantees the future performance of Develop or any return on any investment made pursuant to this Information or its content.

5.19 Withdrawal of the Entitlement Offer

Develop reserves the right to withdraw all or part of the Entitlement Offer and this Information at any time, subject to applicable laws, in which case Develop will refund Application Monies in relation to New Shares not already issued in accordance with the Corporations Act and without payment of interest.

To the fullest extent permitted by law, you agree that any Application Monies paid by you to Develop will not entitle you to receive any interest and that any interest earned in respect of Application Monies will belong to Develop.

5.20 Privacy

As a Shareholder, Develop and the Share Registry have already collected certain personal information from you. If you apply for New Shares, Develop and the Share Registry may update that personal information or collect additional personal information. Such information may be used to assess your acceptance of the New Shares, service your needs as a Shareholder, provide facilities and services that you request and carry out appropriate administration.

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To do that, Develop and the Share Registry may disclose your personal information for purposes related to your shareholdings to their agents, contractors or third party service providers to whom they outsource services, in order to assess your Application for New Shares, the Share Registry for ongoing administration of the register, printers and mailing houses for the purposes of preparation of the distribution of shareholder information and for handing of mail, or as otherwise under the Privacy Act 1988 (Cth).

If you do not provide us with your personal information we may not be able to process your Application. In most cases you can gain access to your personal information held by (or on behalf of) Develop or the Share Registry. We aim to ensure that the personal information we retain about you is accurate, complete and up to date. To assist us with this please contact us if any of the details you have provided change.

To contact us or for further details, including how to access and correct your personal information, and information on our privacy complaints handling procedure, please contact the Share Registry’s Privacy Officer at [email protected] or see the Share Registry’s Privacy Policy at http://www.linkgroup.com/docs/Link_Group_Privacy_Policy.pdf.

5.21 Further information

This Retail Offer Booklet and its release to ASX was authorised by the Board.

For further information please contact the Develop Offer Information Line on 1300 420 709 (within Australia) or +61 1300 420 709 (outside Australia) between 8:30am and 5:30pm (AEST) on Monday to Friday, before the Retail Entitlement Offer closes on 26 July 2023 or vist the Offer website at https://events.miraqle.com/dvp-offer. If you have any further questions, you should contact your stockbroker, accountant or other professional adviser.

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Glossary

Glossary
$ or dollars	Australian dollars
Application	an application to subscribe for New Shares under the Entitlement Offer
Application Monies	monies received from applicants in respect of their Applications
ASIC	Australian Securities and Investments Commission
ASX	ASX Limited (ABN 98 008 624 691) or the financial products market operated by that entity known as the Australian Securities Exchange
ASX Announcements	means the Launch Announcement, Investor Presentation and Institutional Results Announcement which are contained in section 4
ASX Listing Rules	the official listing rules of ASX, as amended or replaced from time to time and as waived in respect of the Company by ASX
Board	the board of Company directors
CGT	capital gains tax
Constitution	Company’s constitution
Corporations Act	Corporations Act 2001(Cth)
Eligible Retail Shareholder	has the meaning given in section 5.2
Eligible Shareholder	a Shareholder eligible to participate in the Entitlement Offer (whether under the Institutional Entitlement Offer or the Retail Entitlement Offer)
Entitlement	the entitlement to subscribe for 1 New Share for every 29 Existing Shares held on the Record Date by Eligible Shareholders
Entitlement and Acceptance Form	the Entitlement and Acceptance Form accompanying this Retail Offer Booklet which can also be accessed and downloaded from the Offer website at https://events.miraqle.com/dvp-offer
Entitlement Offer	the offer of approximately 6,240,952 New Shares to Eligible Shareholders in the proportion of 1 New Share for every 29 Existing Shares held on the Record Date, comprising the Institutional Entitlement Offer and the Retail Entitlement Offer

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Entitlement Offer Period	the period commencing on the opening date of the Entitlement Offer, as specified in the 'Key Dates for the Entitlement Offer', and ending on the Retail Closing Date
Existing Share	a Share on issue before the Record Date
Develop or the Company	Develop Global Limited (ACN 122 180 205)
GST	Australian Goods and Services Tax (currently 10%)
Ineligible Retail Shareholder	has the meaning given in section 2.5
Information	has the meaning given in section 5
Institutional Entitlement Offer	the institutional component of the Entitlement Offer
Institutional Results Announcement	the ASX announcement released to ASX on 5 July 2023 in connection with the Institutional Entitlement Offer, a copy of which is set out in section 4
Investor Presentation	the presentation released to ASX on 3 July 2023 in connection with the Placement, the Entitlement Offer and the Proposed Scheme, a copy of which is set out in section 4
Launch Announcement	the ASX announcement released to ASX on 3 July 2023 in connection with the Placement, the Entitlement Offer and the Proposed Scheme, a copy of which is set out in section 4
New Shares	the Shares offered under the Entitlement Offer
Offer	means the Placement and the Entitlement Offer.
Offer Price	$3.20 per New Share
Placement	the placement of 9,375,000 Shares to institutional investors to raise approximately $30 million (before costs), as announced on 3 July 2023
Proposed Scheme	means the proposed acquisition by Develop of all the Shares in Essential Metals Limited (ACN 103 423 981) pursuant to a scheme of arrangement
Record Date	the time and date for determining which Shareholders are entitled to an Entitlement under the Retail Entitlement Offer, being 5:00pm (AEST) on 5 July 2023

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Retail Closing Date	5:00pm (AEST) on 26 July 2023 (unless extended or withdrawn). This is the final date that Eligible Retail Shareholders can take up some or all of their Entitlement
Retail Entitlement Offer	the offer of New Shares to Eligible Retail Shareholders as part of the Entitlement Offer
Retail Offer Booklet	this booklet dated 10 July 2023, including (for the avoidance of doubt) the ASX Announcements set out in section 4
Share	a fully paid ordinary Company share
Shareholder	the registered holder of an Existing Share
Share Registry	means the Company’s share registry, being Link Market Services of Level 12, QV1 Building, 250 St Georges Terrace, Perth WA 6000
Underwriter	Canaccord Genuity (Australia) Limited (ABN 19 075 071 466)
Underwriter Parties	has the meaning given in the Important Notices section
Underwriting Agreement	Underwriting Agreement dated 3 July 2023 between Develop and the Underwriter
U.S. Securities Act	US Securities Act of 1933, as amended

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Corporate Directory

ACN 122 180 205 234 Railway Parade West Leederville WA 6007

https://develop.com.au/ Tel: +61 8 6389 7400 Fax: +61 8 9463 7836

Bill Beament Managing Director

Michael Blakiston Non-Executive Chairman

Shirley In’t Veld Non-Executive Director

Justine Magee Non-Executive Director

Underwriter

Canaccord Genuity (Australia) Limited ABN 19 075 071 466 Level 18, 85 Castlereagh Street Sydney NSW 2000

Legal Advisers

Gilbert + Tobin Level 16 Brookfield Place Tower 2 123 St Georges Terrace Perth WA 6000

Auditor

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

Share Registry

Link Market Services Level 12, QV1 Building 250 St Georges Terrace, Perth WA 6000

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AI assistant

DEVELOP GLOBAL LIMITED — Capital/Financing Update 2023

64801_rns_2023-07-09_51fc6b2d-5ff6-4ddf-8f67-813810bd5c54.pdf

Retail Entitlement Offer Booklet

Important Notices

Future performance and forward-looking statements

Past performance

Jurisdictions

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

Disclaimer

References to “you” and “your Entitlement”

Times and dates

Currency

Trading New Shares

Table of Contents

Key dates for the Retail Entitlement Offer

Letter from the Chairman

10 July 2023

Dear Shareholder

Develop Global Limited – Accelerated Pro-Rata Non-Renounceable Entitlement Offer

About the Proposed Scheme

Capital Raising Rationale and Use of Funds

Entitlement Offer

Underwriting

Further information and Application instructions

1 Summary of Options Available to You

2 Offer Details & How to Apply

2.1 Overview of the Retail Entitlement Offer

2.2 Your Entitlement

2.3 Consider the Entitlement Offer carefully in light of your particular investment objectives and circumstances

2.4 How Eligible Retail Shareholders Can Accept or Renounce the Entitlement Offer

2.4.1 If you wish to take up all of your Entitlement

2.4.2 If you wish to take up part of your Entitlement

2.4.3 If you wish to do nothing, in which case your Entitlement will lapse and you will receive no value for those lapsed Entitlements

2.5 Ineligible Retail Shareholders

2.6 Payment

Payment by BPAY® or EFT

2.7 Representations by acceptance

2.8 Enquiries

3 Australian Taxation Considerations

3.1 Limitations and disclaimers

3.2 Issue of Entitlements

3.3 Take-up of Entitlements

3.4 Lapse of Entitlement

3.5 Dividends on New Shares

3.6 Disposal of New Shares

3.7 Other Australian taxes

4 ASX Announcements

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

Develop and Essential Metals enter into binding Scheme Implementation Deed

Develop Capital Raising:

TRANSACTION OVERVIEW

SCHEME DETAILS

Essential Board Recommendation

Conditions

Exclusivity Arrangements

Organisational Structure and Governance

MinRes Voting Support

Indicative Scheme Timetable

Details of Develop Capital Raising

Indicative Capital Raising Timetable

Presentation

Advisors

About Develop

About Essential

Important Notices

Not an offer of securities

Forward-looking statements

Mineral Resource disclosure

Dome North Lithium Mineral Resource – Competent Person Statement

Dome North Mineral Resource by deposit and category: (0.3% Li2O cut-off grade)

Scheme Implementation Deed

Scheme Implementation Deed

Table of Contents

Scheme Implementation Deed

Scheme Implementation Deed

Scheme Implementation Deed

Date

Parties

Background

DEVELOP GLOBAL LIMITED Capital/Financing Update 2023