DEVELOP GLOBAL LIMITED — Capital/Financing Update 2024

Dec 9, 2024

s

ASX Announcement 10 December 2024

Documentation completed for ~A$100m loan facility with Trafigura

Plus, refurbishment of Woodlawn copper-zinc processing plant is 50% complete

Develop Global Limited (ASX: DVP) is pleased to announce that the documentation of the commercial terms for the loan facility with Trafigura has been completed.

Develop and Trafigura have also executed the five-year offtake agreement for the production from the mine.

Develop also advises that the refurbishment of the processing plant at its Woodlawn Copper-Zinc Mine in NSW is 50 per cent complete.

The rapid progress with the refurbishment, which is being carried out by GR Engineering Services (GRES) and Develop staff, means Develop is on track for first concentrate production and cashflow at Woodlawn in the June quarter next year.

Ore production from underground is now scheduled to commence in the March quarter, with mining teams due to start mobilising to site this month.

Develop also advises that the Board has made a Final Investment Decision (FID) supporting the re-start plan for Woodlawn.

Develop Managing Director Bill Beament said: “Our production re-start plan for Woodlawn is on time and on budget.

“With funding documentation now finalised, the mine recommissioning and the transition to cashflow-positive status is fully funded.

“Our re-start study shows Woodlawn will generate pre-tax cashflow of A$1.1 billion based on a 10-year mine plan.

“At recent spot prices for copper and zinc, the first three years of post-ramp up production yields ~A$375m of free cashflow, providing substantial cash generation while repaying all the debt”.

A summary of the material terms for the loan facility with Trafigura is set out below in Annexure A to this announcement.

A summary of the material terms for the offtake agreement with Trafigura is set out below in Annexure B to this announcement.

This announcement is authorised by the Board of Directors.

Investor Enquiries

Bill Beament Develop T: +61 8 6389 7400 E: hello@develop.com.au

Media Enquiries

Paul Armstrong Read Corporate P: +61 8 9388 1474 E: info@readcorporate.com.au

Page | 1

The information in this announcement references the following announcements:

• ASX Announcement “Woodlawn Production Restart Study” dated 3 April 2024; and

• ASX Announcement “Develop agrees funding and offtake with Trafigura for Woodlawn copper-zinc mine” dated 2 August 2024.

Cautionary Statement

The information contained in this document (“Announcement”) has been prepared by DEVELOP Global Limited (“Company”). This Announcement is being used 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.

The outcomes in this announcement comprise forecast financial information for the Woodlawn Zinc-Copper Mine and are based on an updated mine treatment and refining charges for the Woodlawn Zinc-Copper Mine. The outcome is based on Develop’s current expectations of future results or events and should not be relied upon by investors when making investment decisions. All material assumptions upon which the outcome (and forecast financial information) are disclosed in ASX announcement “Production Restart Study on Woodlawn Copper-Zinc Mine, NSW” dated 03 April 2024. Develop has concluded that it has a reasonable basis for providing the forecast financial information included in this announcement.

The information in this Announcement regarding previous operations at the Woodlawn Project, including information relating to historic production, recoveries, mineral resources and financial information (including historical expenditure) has been sourced using publicly available information and internal data. While the information contained in this Announcement has been prepared in good faith, neither the Company nor any of its shareholders, 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 Announcement, 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, statutory or otherwise, in respect of, the accuracy or completeness of the Information or for any of the opinions contained in this Announcement or for any errors, omissions or misstatements or for any loss, howsoever arising, from the use of this Announcement.

This Announcement may include certain statements that may be deemed “forward-looking statements”. All statements in this Announcement, 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 Announcement is complete or accurate. To the maximum extent permitted by law, the Company disclaims any responsibility to inform any recipient of this Announcement of any matter that subsequently comes to its notice which may affect any of the information contained in this Announcement. Factors that could cause actual results to differ materially from those in forwardlooking statements include market prices, continued availability of capital and financing, and general economic, market or business conditions. 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 Announcement and consult your professional advisers if you wish to buy or sell DEVELOP shares.

This Announcement has been prepared in compliance with the JORC Code 2012 Edition. The ‘forward-looking information’ 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 whether as a result of new information, estimates or options, future events or results or otherwise, unless required to do so by law.

==> picture [593 x 53] intentionally omitted <==

Annexure A

Develop Global Limited (Woodlawn Project) – Summary of Financing

Borrower		Tarago Operations Pty Ltd (a wholly owned subsidiary of Develop Global Limited) (Borrower)
Guarantor		Develop Global Limited, Tarago Exploration Pty Ltd and Woodlawn Mine Holdings Pty Ltd (each being wholly owned subsidiaries of Develop Global Limited) Develop Global’s guarantee is subject to deferral in certain circumstances.
Lender		Trafigura Pte Ltd
Commitment		US$65,000,000 converted into Australian dollars at the drawdown date
Use of proceeds		To restart the Woodlawn Copper-Zinc Mine
Conditions to utilisation		Customary conditions precedent for facilities of this nature including: • execution of finance documents; • providing key project authorisations; • insurance; and • other key consents to the grant of security.
Interest		Bank Bill Swap Rate (Bid) plus a margin of 2.00% per annum. Interest capitalises for the first 18 months of the loan.
Maturity		4.5 years after the first drawdown date.
Security		Senior security customary for a facility of this nature including: • security over all of the assets of the Borrower and Woodlawn Mine Holdings Pty Ltd (including the share capital of the Borrower owned by Woodlawn Mine Holdings Pty Ltd), subject to certain pre-conditions; • specific security over certain project tenements and other assets related to the Woodlawn Project and owned by Tarago Explorations Pty Ltd; and • security over all of the assets of Venturex Sulphur Springs Pty Ltd.
Repayment		The loan will be repaid by
		cash payments.
Disposal Rights		Develop is permitted by the finance documents to dispose of up to 20% of the Woodlawn project subject to certain conditions.
Representations and undertakings		Customary representations, undertakings and restrictions for a debt facility of this nature.
Events of default and review event		Customary events of default for a facility of this nature.

==> picture [593 x 53] intentionally omitted <==

Annexure B

	Annexure B
	Develop Global (Woodlawn Project) – Summary of offtake agreement
Seller	Tarago Operations Pty Ltd, a wholly owned subsidiary of Develop Global Ltd (Seller)
Buyer	Trafigura Pte Ltd and Trafigura Asia Trading Pte. Ltd (together, theBuyer)
Product	The Seller agrees to sell, and the Buyer agrees to take delivery of and purchase, 100% of the copper, zinc and lead/precious metals concentrates produced from the Woodlawn Mine (Product).
Condition precedent	The Offtake Agreement is conditional upon, and has no force or effect, until and unless the Buyer provides the “Advance” in accordance with the Loan Facility Agreement
Quantity	The Seller must deliver to the Buyer the greater of: • 650,000 dry metric tons of Product across copper, zinc and lead concentrates; and • the total quantity of Product that satisfies the repayment of the Advance (and any other amounts outstanding under the Loan Facility Agreement) in accordance with the terms of the Loan Facility Agreement. The Offtake Agreement will automatically terminate upon the quantity of Product delivered to the Buyer satisfying the greater of (a) or (b) (unless extended by mutual agreement).
Payment terms	90% of the provisional value of the Product shall be paid by the Buyer within 5 Business Days after Buyer’s receipt of shipping documents. Final invoice to be issued following final assays, weights and prices being known. Final payment shall be made within 5 business days of receipt of the final invoice. The Buyer is entitled to set off payments due from it against repayments of the Advance to be made by Seller.
Minority disposal	The Seller is permitted to dispose up to 20% of its interest in the Woodlawn Mine (aMinority Disposal). If the Seller undertakes a Minority Disposal, the annual shipment quantities will be reduced to reflect the Seller’s remaining interest in the Woodlawn Mine.

==> picture [593 x 53] intentionally omitted <==