DEVELOP GLOBAL LIMITED — Interim / Quarterly Report 2023

Feb 23, 2023

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Develop Global Limited ABN 28 122 180 205 Interim Financial Report for the Half Year ended 31 December 2022

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Develop Global Limited

Interim Financial Report

Corporate Directory

DIRECTORS

Michael Blakiston Non-Executive Chair Bill Beament Managing Director Shirley In’t Veld Non-Executive Director

COMPANY SECRETARY

Steven Wood

CHIEF FINANCIAL OFFICER

Ben MacKinnon

REGISTERED OFFICE/

PRINCIPAL PLACE OF BUSINESS

234 Railway Parade West Leederville WA 6007 Australia

TABLE OF CONTENTS

TABLE OF CONTENTS
Directors’ Report	1
Directors’ Report Declaration	3
Auditor’s Independence Declaration	4
Consolidated Statement of Profit or Loss and
Other Comprehensive Income	5
Consolidated Statement of Financial Position	6
Consolidated Statement of Changes in Equity	7
Consolidated Statement of Cash Flows	8
Notes to the Consolidated Financial Statements	9
Directors’ Declaration	17
Independent Audit’s Review Report	18

Tel: (61 8) 6389 7400 Fax: (61 8) 9463 7836

ABN

28 122 180 205

WEBSITE

www.develop.com.au

QUOTED SECURITIES ASX Code: DVP

AUDITORS

BDO Audit (WA) Pty Ltd Level 9, Mia Yellagonga Tower 2 5 Spring Street Perth WA 6000 Australia

SHARE REGISTRY

Link Market Services Limited Level 12, 250 St Georges Terrace Perth WA 6000 Australia Tel: (61) 1300 554 474 Fax: (61 2) 9287 0303

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Develop Global Limited

Interim Financial Report

Directors’ Report

The Directors present their report together with the consolidated financial statements of the Group comprising of Develop Global Limited (“ Company ”) and its subsidiaries (“ Group”) for the half year ended 31 December 2022 and the auditor’s report thereon.

The directors of the Company at any time during or since the end of the financial period are:

Directors

Michael Blakiston Non-Executive Chair Bill Beament Managing Director Mick McMullen Non-Executive Director (resigned 10 February 2023) Shirley In’t Veld Non-Executive Director Michelle Woolhouse Non-Executive Director (resigned 31 January 2023)

Principal Activities

The principal activities of the Group during the period were the progression towards the development of the Company’s Woodlawn Zinc – Copper Project in New South Wales and Sulphur Springs Zinc - Copper Project in Western Australia.

The Underground Mining Services Division continues to perform well as part of the services agreement at the Bellevue Gold Mine.

Operating and Financial Review

Financial Review

For the half year ended 31 December 2022, the consolidated loss of the Group was $6,399,825 (31 December 2021: $6,634,866).

As at 31 December 2022, the Company had 164,930,420 quoted fully paid ordinary shares (31 December 2021: 140,698,014) and no quoted options issued over shares (31 December 2021: Nil). As at 31 December 2022 the Group held cash reserves of $26,636,450 (30 June 2022: $43,206,524). Contract revenue for the half year ended 31 December 2022 was $23,828,708 (31 December 2021: Nil).

Share based payments to employees for the half year ended 31 December 2022 were $536,811 (31 December 2021: $4,143,428). A provision for payroll tax on share-based payments has been adjusted to reflect the movement in the share price as at 31 December 2022 $3.19 (30 June 2022: $1.99). This resulted in $2,198,121 being expensed (31 December 2021: Nil).

On 1 November 2022, Develop purchased the Premium Group (Refer Note 7).

Significant Changes in the State of Affairs

During the period, the following changes occurred:

Premium Group:

• On 1 November 2022, Develop completed the purchase of Premium Mining & Civil Pty Ltd and Premium Mining Personnel Pty Ltd (“ Premium Group ”)

• The Premium Group are a well-established provider of specialist mining personnel and equipment to the underground mining industry.

• Develop acquired the Premium Group for $8,559,320, $832,709 cash and $7,726,611 in Ordinary Shares (2,904,741 Ordinary Shares). The Equity Consideration is subject to escrow from completion of settlement of the acquisition.

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1

Develop Global Limited

Interim Financial Report

Directors’ Report

Capital structure:

• On 21 September 2022, 191,000 Ordinary Shares were issued to Directors at $3.30 per share under the Director participation in a capital raising to raise $630,300 (before costs) as approved by shareholders.

• On 21 September 2022, 100,000 Unlisted Options (DVPAAH) were issued to a Director with an exercise price of $4.25 per share and an expiry date of 21 September 2025.

• On 4 November 2022, 1,528,383 Ordinary Shares were issued for the purchase of the Premium Group.

• On 2 December 2022, 1,376,358 Ordinary Shares were issued for the purchase of the Premium Group.

• During the half year 628,762 Unlisted Options and 108,600 Unlisted Performance Rights were converted to Ordinary Shares.

In the opinion of the Directors, there were no other significant changes in the state of affairs of the Group that occurred during the half year under review.

Capital:

At the date of this report, The Group’s current capital on issue is:

Ordinary shares DVP Unlisted performance rights DVPAV Unlisted options – share based payments DVPAAA DVPAAB DVPAY DVPAAC DVPAAG Unlisted options* DVPAW DVPAZ	Number
	167,775,285 787,600 14,000,000 14,000,000 1,400,000 200,000 1,360,000 1,362,405 13,644,145

• 1,528,383 subject to escrow until 4 November 2023.

• 1,376,358 subject to escrow until 4 November 2024.

Events after the Reporting Period

• On 23 January 2023, Ben MacKinnon was appointed as Chief Financial Officer.

• On 31 January 2023, Michelle Woolhouse resigned as Non-Executive Director.

• On 31 January 2023, 100,000 options were forfeited that were previously granted to Michelle Woolhouse.

• On 10 February 2023, Mick McMullen resigned as Non-Executive Director.

• On 10 February 2023, Mick McMullen converted 2,000,000 unlisted options (DVPAY) to ordinary shares, raising $1,500,000 before costs.

There has not arisen in the interval between the end of the half year and the date of this report any item, transaction, or event of a material and unusual nature likely, in the opinion of the Directors of the Group, to significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group, in future financial years other than disclosed above.

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Develop Global Limited

Interim Financial Report

Directors’ Report Declaration

Directors’ Report Declaration

A copy of the Auditor’s Independence Declaration as required under section 307C of the Corporations Act 2001 is set out on page 4.

Signed in accordance with a resolution of the Board of Directors.

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BILL BEAMENT Managing Director

Dated this 23[rd] day of February 2023

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3

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Tel: +61 8 6382 4600 Level 9, Mia Yellagonga Tower 2 Fax: +61 8 6382 4601 5 Spring Street www.bdo.com.au Perth, WA 6000 PO Box 700 West Perth WA 6872 Australia

DECLARATION OF INDEPENDENCE BY GLYN O'BRIEN TO THE DIRECTORS OF DEVELOP GLOBAL LIMITED

As lead auditor for the review of Develop Global Limited for the half-year ended 31 December 2022, I declare that, to the best of my knowledge and belief, there have been:

1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the review; and

2. No contraventions of any applicable code of professional conduct in relation to the review.

This declaration is in respect of Develop Global Limited and the entities it controlled during the period.

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Glyn O'Brien

Director

BDO Audit (WA) Pty Ltd

Perth

23 February 2023

BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.

Develop Global Limited

Interim Financial Report

Consolidated Statement of Profit or Loss and Other Comprehensive Income for the Half Year Ended 31 December 2022

Note Revenue 2a Cost of sales Gross Profit Other Income 2b Care and maintenance expenses Administrative expenses Directors, employees, and consultants’ expenses Share based payments 6 Payroll tax Exploration and evaluation expenses Depreciation expenses Re-estimation of site rehabilitation Re-estimation of contract liabilities Operating profit/(loss) Finance costs Loss before income tax Income tax expense Loss after income tax attributable to the owners of the Group Other comprehensive income for the half year, net of tax Total comprehensive loss for the half year attributable to owners of the Group Loss per share for the half year attributable to the owners of the Group Basic loss per share (cents)	31 December 2022 31 December 2021
	$ $
	23,828,708 - (19,039,807) -
	4,788,901 -
	2,463,852 19,243 (1,505,222) - (1,852,367) (931,743) (2,432,713) (1,282,309) (536,811) (4,143,428) (2,198,121) - (243,124) (58,875) (3,130,015) (122,705) (112,426) (138,236) (1,282,130) -
	(6,040,176) (6,658,053) (359,649) 23,187
	(6,399,825) (6,634,866)
	- -
	(6,399,825) (6,634,866)
	- -
	(6,399,825) (6,634,866)
	(3.94) (4.84)

The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes.

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5

Develop Global Limited

Interim Financial Report

Consolidated Statement of Financial Position as at 31 December 2022

Note Assets Current assets Cash and cash equivalents Trade and other receivables Inventories Other assets Total current assets Non-current assets Property, plant, and equipment 7 Right of use assets Exploration and evaluation expenditure 3 Mine properties Intangibles 7 Other receivables Other assets Total non-current assets Total assets Liabilities Current liabilities Trade and other payables Lease liabilities 4 Employee benefits Provisions Total current liabilities Non-current liabilities Lease liabilities 4 Employee benefits Provisions Contract liabilities Total non-current liabilities Total liabilities Net assets Equity Issued capital 5 Reserves 5,6 Accumulated losses Total equity	31 December 2022 30 June 2022
	$ $
	26,636,450 43,206,524 7,227,807 2,978,776 4,925,037 4,023,172 1,142,241 1,345,198
	39,931,535 51,553,670
	42,305,635 34,274,935 20,907,487 3,498,543 57,866,347 45,757,912 55,679,219 55,679,219 2,523,711 - 10,232,403 10,537,434 3,582,548 3,582,548
	193,097,350 153,330,591
	233,028,885 204,884,261
	10,513,574 7,953,804 7,783,653 1,634,662 2,151,857 438,674 4,341,959 2,141,480
	24,791,043 12,168,620
	13,445,516 1,883,051 74,968 77,787 26,988,460 27,181,064 20,301,800 19,019,670
	60,810,744 48,161,572
	85,601,787 60,330,192
	147,427,098 144,554,069
	210,887,916 202,081,283 128,682,033 128,215,812 (192,142,851) (185,743,026)
	147,427,098 144,554,069

The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.

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6

Develop Global Limited

Interim Financial Report

Consolidated Statement of Changes in Equity for the Half Year Ended 31 December 2022

Note Balance at 30 June 2021 Loss for the period Total comprehensive loss for the period Transactions with owners in their capacity as owners: Issue of securities Security issue costs Share based payments issued Share based payments exercised Options exercised Balance at 31 December 2021 Balance at 30 June 2022 Loss for the period Total comprehensive loss for the period Transactions with owners in their capacity as owners: Issue of securities 5 Security issue costs 5 Share based payments issued 6 Share based payments exercised 5,6 Share based payments expired 6 Options exercised 5 Issue of securities - Purchase of Premium Group 5,7 Balance at 31 December 2022	Issued Capital Share Based Compensation Reserve Accumulated Losses Total Equity
	$ $ $ $
	132,008,693 80,108,642 (176,519,568) **35,597,767 **
	- - (6,634,866) (6,634,866)
	- - (6,634,866) (6,634,866)
	4,916,112 - - 4,916,112 (451,802) - - (451,802) - 4,143,429 - 4,143,429 77,639 (77,639) - - 4,808,055 - - 4,808,055
	9,350,004 4,065,790 - **13,415,794 **
	141,358,697 84,174,432 (183,154,434) 42,378,695
	202,081,283 128,215,812 (185,743,026) 144,554,069
	- - (6,399,825) (6,399,825)
	- - (6,399,825) (6,399,825)
	630,300 - - 630,300 (45,279) - - (45,279) - 728,004 - 728,004 70,590 (70,590) - - - (191,193) - (191,193) 424,411 - - 424,411 7,726,611 - - 7,726,611
	8,806,633 466,221 - **9,272,854 **
	210,887,916 128,682,033 (192,142,851) 147,427,098

The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.

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Develop Global Limited

Interim Financial Report

Consolidated Statement of Cash Flows for the Half Year Ended 31 December 2022

Note Cash flows related to operating activities Receipts from customers Cash paid to suppliers and employees Interest received Interest paid Net cash used in operating cash flows Cash flows related to investing activities Payment for purchases of plant and equipment Proceeds from sale of plant and equipment Payment for exploration and evaluation expenditure Payment for purchase of Heron Resources Ltd Payment for purchase of Premium Group 7 Payment for other assets Net cash used in investing cash flows Cash flows related to financing activities Proceeds from issue of securities Proceeds from conversion of options into shares Capital raising costs Repayments of lease liabilities Net cash (used in) provided by financing cash flows Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the period Cash and cash equivalents at the end of the period	31 December 2022 31 December 2021
	$ $
	21,729,191 - (23,809,218) (1,916,769) 310,948 18,604 (367,676) (6,819)
	(2,136,755) (1,904,984)
	(3,804,388) (204,143) 2,500,000 - (10,676,645) (7,073,489) (448,238) - (812,244) - (238,934) (20,000)
	(13,480,449) (7,297,632)
	630,300 4,916,112 423,674 4,657,870 (86,487) (574,281) (1,920,357) (124,554)
	(952,870) 8,875,147
	(16,570,074) (327,469)
	43,206,524 16,831,391
	26,636,450 16,503,922

The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.

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Develop Global Limited

Interim Financial Report

Notes to the Consolidated Financial Statements

Note 1 - Significant Accounting Policies

Reporting Entity

The consolidated interim financial statements comprise Develop Global Limited (“ Company ”) and its subsidiaries, (collectively the “ Group Entity ” or the “ Group ”). The Company is a listed public Company domiciled in Australia. The Company’s registered office is at 234 Railway Parade, West Leederville, Western Australia. The Group is a for-profit entity and is involved in the exploration and development of base metals and mining services.

Basis of Accounting

The consolidated interim financial statements for the half year reporting period ended 31 December 2022 are general purpose financial statements which have been prepared in accordance with Australian Accounting Standards (“ AASBs ”) adopted by the Australian Accounting Standards Board (“ AASB ”) and the Corporations Act 2001. The consolidated financial statements comply with International Financial Reporting Standards (“ IFRSs ”) adopted by the International Accounting Standards Board ( “IASB” ). They were authorised for issue by the Board of Directors on 23[rd] February 2023.

This consolidated interim financial report is intended to provide users with an update on the latest annual financial statements of Develop Global Limited and its controlled entities. As such, it does not contain information that represents relatively insignificant changes occurring during the half year within the Group. It is therefore recommended that this interim financial report be read in conjunction with the annual financial statements of the Group for the year ended 30 June 2022, together with any public announcements made during the half year.

The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, unless otherwise stated.

The consolidated interim financial statements have been prepared on a going concern basis.

Adoption of New or Amended Accounting Standards

The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the AASB that are mandatory for the current reporting period.

Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

Significant Accounting Policies

The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements and have been applied consistently by Group Entities.

Business combinations

The acquisition method of accounting is used to account for business combinations regardless of whether equity instruments or other assets are acquired.

The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity instruments issued, or liabilities incurred by the acquirer to former owners of the acquiree and the amount of any non-controlling interest in the acquiree. All acquisition costs are expensed as incurred to profit or loss.

On the acquisition of a business, the consolidated entity assesses the financial assets acquired and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic conditions, the consolidated entity's operating or accounting policies and other pertinent conditions in existence at the acquisition-date.

Where the business combination is achieved in stages, the consolidated entity remeasures its previously held equity interest in the acquiree at the acquisition-date fair value and the difference between the fair value and the previous carrying amount is recognised in profit or loss.

The difference between the acquisition-date fair value of assets acquired, liabilities assumed, and the fair value of the consideration transferred is recognised as goodwill.

Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts the provisional amounts recognised and also recognises additional assets or liabilities during the measurement period, based on new information obtained about the facts and circumstances that existed at the acquisition-date. The measurement period ends on either the earlier of twelve months from the date of the acquisition or when the acquirer receives all the information possible to determine fair value.

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Develop Global Limited

Interim Financial Report

Notes to the Consolidated Financial Statements

Note 1 - Significant Accounting Policies (continued)

Goodwill

Goodwill arises on the acquisition of a business. Goodwill is not amortised. Instead, goodwill is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired and is carried at cost less accumulated impairment losses. Impairment losses on goodwill are taken to profit or loss and are not subsequently reversed.

Note 2 – Revenue and Other Income

(a) Revenue from contracts with customers Contract and operational revenue (over time) (b) Other Income Interest income on bank deposits Profit on sale of property, plant and equipment Other Income	31 December 2022 31 December 2021
	$ $
	23,828,708 -
	23,828,708 -
	366,731 19,243 2,013,801 - 83,320 -
	2,463,852 19,243

The disaggregation of revenue from contracts with customers is as follows:

Type of goods or services Contract and operational revenue Total external revenue from contracts with customers Geographical information by location of customer Australia Total external revenue from contracts with customers	Mining Services Mining and Exploration Other Total
	$ $ $ $
	23,828,708 - - 23,828,708
	23,828,708 - - 23,828,708
	23,828,708 - - 23,828,708
	23,828,708 - - 23,828,708

There was no disaggregation of revenue from contracts for the six months ending 31 December 2021.

Note 3 – Exploration and Evaluation Expenditure

ote 3 – Exploration and Evaluation Expenditure
31 December	30 June
2022	2022
$	$
Exploration & evaluation expenditure
At cost 98,034,092	85,925,657
Accumulated impairment (40,167,745)	(40,167,745)
57,866,347	45,757,912
Movements in Carrying Amounts of exploration and evaluation expenditure.
Carrying amount at the beginning of half year 45,757,912	27,281,840
Additions 13,108,435	18,872,808
Joint Venture Movement (1,000,000)	-
Impairment / Write Off -	(396,736)
Carrying amount at the end of half year 57,866,347	45,757,912

The recoverability of exploration & evaluation expenditure is dependent upon further exploration and exploitation of commercially viable mineral deposits.

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Develop Global Limited

Interim Financial Report

Notes to the Consolidated Financial Statements

Note 4 – Lease Liabilities

ote 4 – Lease Liabilities
Lease Liabilities - current Lease Liabilities - non-current	31 December 2022 30 June 2022
	$ $
	7,783,653 1,634,662 13,445,516 1,883,051
	21,229,169 3,517,713

The Group has equipment financing facilities with:

• Sandvik – limit of $20M, drawn to $19M at 31 December 2022, secured against each item of equipment financed, maturity date varies depending on the equipment but ranges from 30 months to 36 months.

• CBA – limit of $5M, drawn to $1.6M at 31 December 2022, secured against each item of equipment financed, maturity date varies depending on the equipment but will range from 30 months to 36 months.

Note 5 – Capital and Reserves

Note Ordinary shares fully paid a Share based payment reserve 6	31 December 2022 30 June 2022
	$ $
	210,887,916 202,081,283 128,682,033 128,215,812
	339,569,949 330,297,095

During the half year ended 31 December 2022, the following movements in equity occurred:

a Ordinary Shares fully paid At the beginning of half year Shares issued Exercise of Performance Rights – Shares issued Exercise of Options – Shares issued Transaction costs relating to share issues At end of half year i Shares Issued Details Shares issued - Key Management Personnel Shares issued - Purchase of Premium Group ii Exercise of Performance Rights - Shares issued Details Shares issued exercise of performance rights iiiExercise of Options - Shares issued Details Shares issued exercise of options	i ii iii	31 December 2022 31 December 2022	31 December 2022 31 December 2022
		No.	$
		161,097,317 3,095,741 108,600 628,762 -	202,081,283 8,356,911 70,590 424,411 (45,279)
		164,930,420	210,887,916
		Issue Price
	No.	$	$
	191,000 3.300 2,904,741 2.660 3,095,741		630,300 7,726,611
			8,356,911
	Issue Price
	No. $		$
	108,600 0.650 **108,600 **		70,590
			70,590
	Issue Price
	No. $		$
	628,762 0.675 **628,762 **		424,411
			424,411

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Develop Global Limited

Interim Financial Report

Notes to the Consolidated Financial Statements

Note 5 – Capital and Reserves (continued)

b Unlisted Options

nlisted Options
Exercise Price Expiry Date $ DVPAZ 0.675 22-Jun-23 DVPAW 0.675 18-Jul-23 DVPAAA 0.750 17-Jun-24 DVPAY 0.750 22-Jun-24 DVPAAC 5.000 01-Oct-24 DVPAAB 0.750 17-Jun-25 DVPAAH 4.250 21-Sep-25 DVPAAG various various	Balance at beginning of half year Issued during half year Exercised during half year Expired during half year Balance at end of half year
	No. No. No. No. No.
	14,408,300 - (153,984) - 14,254,316 2,038,543 - (474,778) - 1,563,765 14,000,000 - - - 14,000,000 3,400,000 - - - 3,400,000 200,000 - - - 200,000 14,000,000 - - - 14,000,000 - 100,000 - - 100,000 1,390,000 - - (30,000) 1,360,000
	49,436,843 100,000 (628,762) (30,000) 48,878,081

Note 6 - Share-Based Payments Reserve

Share based payment reserve Note Options and Performance Rights a Contingent Consideration	31 December 2022 30 June 2022
	$ $
	88,789,936 88,323,715 39,892,097 39,892,097
	128,682,033 128,215,812

During the half year ended 31 December 2022, the following movements in share based payment reserve occurred:

Unlisted Performance Rights and Options, and Contingent Consideration Note At beginning of half year Unlisted Performance Rights Expensed a(i) Exercised a(ii) Expired a(iii) Unlisted Options Expensed a(i) Expired a(iii) Contingent Consideration – Heron Resources Ltd At end of half year	31 December 2022 30 June 2022 $ $ 128,215,812 80,108,642 318,469 187,485 (70,590) (90,465) (124,822) - 409,535 8,118,053 (66,371) - - 39,892,097 128,682,033 128,215,812

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Develop Global Limited

Interim Financial Report

Notes to the Consolidated Financial Statements

Note 6 - Share-Based Payments Reserve (Continued)

• (a) Changes in Unlisted Performance Rights and Options for Directors, Key Management Employees, Employees and Contractors during the half year are as follows:

		Expensed	Exercised	Expired
	Balance at	during	during	during	Balance at		To Expense
	beginning of	half year	half year	half year		end	in future
	half year	(i)	(ii)	(iii)	of half year		periods
	$	$	$	$		$	$
Unlisted Performance Rights
2020 LTI a	200,411	38,314	(70,590)	(109,026)		59,109		-
2022 LTI	59,478	237,914	-	(15,796)		281,596	1,492,303
2023 LTI	-	42,241	-	-		42,241	929,258
	259,889	318,469	(70,590)	(124,822)		382,946	2,421,561
Unlisted Options
DVPAY	9,372,324	-	-	-		9,372,324		-
DVPAAA	38,591,922	-	-	-	38,591,922			-
DVPAAB	39,701,243	-	-	-	39,701,243			-
DVPAAC	227,910	69,187	-	-		297,097		-
DVPAAG	78,625	314,499	-	(8,217)		384,907	1,494,079
DVPAAH	91,802	(33,648)	-	(58,154)		-		-
DVPAAI	-	59,497	-	-		59,497	2,221,353
	88,063,826	409,535	-	(66,371)	88,406,990		3,715,432
	88,323,715	728,004	(70,590)	(191,193)	88,789,936		6,136,993

		Balance at	Issued	Exercised	Exercised	Expired		Balance at
	Exercise	beginning of	during	during half		during	Balance at	end
	Price	half year	half year	year		half year	resignation	of half year
	$	No.	No.		No.	No.	No.	No.
Unlisted Performance Rights
2020 LTI a	Nil	367,267	-	(108,600)		(167,733)	-	90,934
2022 LTI	Nil	760,000	-		-	(30,000)	-	730,000
		1,127,267	-	(108,600)		(197,733)	-	820,934
Unlisted Options
DVPAY	0.75c	3,400,000	-		-	-	-	3,400,000
DVPAAA	0.75c	14,000,000	-		-	-	-	14,000,000
DVPAAB	0.75c	14,000,000	-		-	-	-	14,000,000
DVPAAC	$5.00	200,000	-		-	-	-	200,000
DVPAAG	Varies	1,390,000	-		-	(30,000)	-	1,360,000
DVPAAH	$4.25	-	100,000		-	(100,000)	-	-
		32,990,000	100,000		-	(130,000)	-	32,960,000
(b) Details of	Unlisted	Performance Rights and		Options issued to Employees during the half
year are as follows:
						Value at Grant
		Grant Date	Expiry Date		Fair Value		Date
						$	$
Unlisted Options
DVPAAH		2-Sep-22	21-Sep-25			0.9702	97,022

• (b) Details of Unlisted Performance Rights and Options issued to Employees during the half year are as follows:

(c) Terms and conditions of Unlisted Performance Rights Issued during the half year

There were no unlisted performance rights issued during the half year.

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13

Develop Global Limited

Interim Financial Report

Notes to the Consolidated Financial Statements

Note 6 - Share-Based Payments Reserve (Continued)

(d) Terms and conditions of Unlisted Options Issued during the half year

DVPAAH - A total of 100,000 unlisted options were granted to Key Management Personnel on 2 September 2022. 100% vest on 21 September 2023. The unlisted options expire on 21 September 2025. The exercise price of the unlisted options is $4.25.

Subsequent to the end of half year the options were forfeited (refer note 10).

Note 7 – Acquisition of Premium Group

On 1 November 2022 Dev Mining Services Pty Ltd, a subsidiary of Develop Global Ltd, acquired 100% of the ordinary shares of Premium Mining & Civil Pty Ltd and Premium Mining Personnel Pty Ltd (“ Premium Group ”). The Premium Group are a well-established provider of specialist mining personnel and equipment to the underground mining industry.

Dev Mining Services Pty Ltd acquired the Premium Group for $8,559,320, $832,709 cash and $7,726,611 in Ordinary Shares (2,904,741 Ordinary Shares). The Equity Consideration is subject to escrow from completion of settlement of the acquisition.

The goodwill of $2,523,711 represents the increase in the Groups capabilities in providing underground expertise and equipment, both of which are in extremely high demand and will play critical roles in helping the Group achieve its goals as a mine owner/developer and mining services business partner.

The acquired business contributed revenues of $575,531 and profit after tax of $28,157 to the consolidated entity for the period from 1 November to 31 December 2022. If the acquisition occurred on 1 July 2022 the full year contributions would have been revenues of $1,118,047 and profit after tax of $399,064. The values identified in relation to the acquisition of the Premium Group are preliminary as at 31 December 2022.

The provisional allocation of the purchase price to assets and liabilities as a result of the acquisition are as follows:

Cash and cash equivalents Trade and other receivables Other assets Property, plant, and equipment Trade and other payables Employee benefits Net assets acquired Goodwill Acquisition-date fair value of the total consideration transferred Representing: Cash paid to vendor Shares issued to vendor Acquisition costs expensed to profit or loss Cash used to acquire business; net of cash acquired: Acquisition date fair value of the total consideration transferred Less: cash and cash equivalents Net cash used	Fair value
	$
	20,465 1,186,330 108,988 5,599,320 (621,479) (258,015)
	6,035,609 2,523,711
	8,559,320
	832,709 7,726,611
	8,559,320
	266,581 832,709 (20,465)
	812,244

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14

Develop Global Limited

Interim Financial Report

Notes to the Consolidated Financial Statements

Note 8 – Capital Commitments and Contingencies

The Group has entered into contracts to purchase property, plant and equipment for $23,965,276. (2021: nil). These commitments are expected to settle in the next twelve months. This will be funded through equipment finance facilities.

Other than disclosed above, the Group’s capital commitments and contingencies have not changed since the last annual report.

Note 9 - Operating Segments

Business Segment

This operating segments are based on the internal reports that are reviewed and used by the Board of Directors (who are identified as the Chief Operating Decision Makers) in assessing performance and in determining the allocation of resources.

Segment performance is evaluated based on Earnings Before Interest, Tax, Depreciation and Amortisation (“ EBITDA ”) which is allocated to the reportable segments in which the item arose or relates to. This includes both directly attributable items and those that can be allocated on a reasonable basis. EBITDA is a non-IFRS measure that has been included to assist management to better understand the performance of the business. The accounting policies adopted for internal reporting are consistent with those adopted in the financial statements.

31 December 2022 Revenue External Revenue Total Revenue Underlying EBITDA Depreciation Underlying EBIT Net finance costs Profit before tax Unallocated assets Total segment assets Total segment liabilities Segment net assets Total net assets 31 December 2021 Revenue External Revenue Total Revenue Underlying EBITDA Depreciation Underlying EBIT Net finance costs Profit before tax 30 June 2022 Unallocated assets Total segment assets Total segment liabilities Segment net assets Total net assets	Mining Services Mining and Exploration Other	Total
	$ $ $	$
	23,828,708 - -	23,828,708
	23,828,708 - -	23,828,708
	3,017,335 (1,781,500) (4,157,228) (2,311,571) (687,683) (130,761)	(2,921,393) (3,130,015)
	705,764 (2,469,183) (4,287,989)	(6,051,408)
	- - - 28,191,159 175,561,794 2,639,481 (25,474,689) (53,375,266) (6,751,832)	(348,417)
		(6,399,825)
		26,636,450 206,392,434 (85,601,787)
	2,716,470 122,186,528 (4,112,351)
		120,790,647
	Mining Services Mining and Exploration Other	Total
	$ $ $	$
	- - -	-
	- - -	-
	- (330,306) (6,175,036) - (77,856) (44,849)	(6,505,342) (122,705)
	- (408,162) (6,219,885)	(6,628,047)
	- - - 4,714,140 155,667,558 1,296,039 (5,788,663) (49,502,996) (5,038,533)	(6,819)
		(6,634,866)
		43,206,524 161,677,737 (60,330,192)
	(1,074,523) 106,164,562 (3,742,494)
		144,554,069

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15

Develop Global Limited

Interim Financial Report

Notes to the Consolidated Financial Statements

Note 9 - Operating Segments (continued)

Major customers

During the half year ended 31 December 2022 approximately $23,828,708 (31 December 2021: Nil) of the Group's external revenue was derived from mining services revenue to an Australian producer.

Geographical information

All non-current assets of the Group are located in Australia.

Note 10 - Events after the Reporting Period

• On 23 January 2023, Ben MacKinnon was appointed as Chief Financial Officer.

• On 31 January 2023, Michelle Woolhouse resigned as Non-Executive Director.

• On 31 January 2023, 100,000 options were forfeited that were previously granted to Michelle Woolhouse.

• On 10 February 2023, Mick McMullen resigned as Non-Executive Director.

• On 10 February 2023, Mick McMullen converted 2,000,000 unlisted options (DVPAY) to ordinary shares, raising $1,500,000 before costs.

There has not arisen in the interval between the end of the half year and the date of this report any item, transaction, or event of a material and unusual nature likely, in the opinion of the Directors of the Group, to significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group, in future financial years other than disclosed above.

Note 11 - Related Party Transactions

Related Party Transactions

Transactions between related parties are on normal commercial terms and conditions and are no more favourable than those available to other parties unless otherwise stated.

During the half year the Group purchased Premium Mining & Civil Pty Ltd and Premium Mining Personnel Pty Ltd (“ Premium Group ”) (refer Note 7). Mr Bill Beament held 25% interest in the issued shares of Premium Mining Personnel Pty Ltd at the date of acquisition.

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16

Develop Global Limited

Interim Financial Report

Directors’ Declaration

In the opinion of the directors of Develop Global Limited (the “ Company ”):

• (a) the consolidated interim financial statements and notes that are set out on pages 5 to 16 are in accordance with the Corporations Act 2001 , including:

• (i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements, and

• (ii) giving a true and fair view of the Group’s financial position as at 31 December 2022 and of its performance for the half year ended on that date, and

• (b) there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable, and

This declaration is made in accordance with a resolution of the directors.

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BILL BEAMENT Managing Director

Dated this 23[rd] day of February 2023

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17

Tel: +61 8 6382 4600 Level 9, Mia Yellagonga Tower 2 Fax: +61 8 6382 4601 5 Spring Street www.bdo.com.au Perth, WA 6000 PO Box 700 West Perth WA 6872 Australia

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INDEPENDENT AUDITOR’S REVIEW REPORT

To the members of Develop Global Limited

Report on the Half-Year Financial Report

Conclusion

We have reviewed the half-year financial report of Develop Global Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 31 December 2022, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the halfyear ended on that date, a summary of significant accounting policies and other explanatory information, and the directors’ declaration.

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the accompanying half-year financial report of the Group does not comply with the Corporations Act 2001 including:

• (i) Giving a true and fair view of the Group’s financial position as at 31 December 2022 and of its financial performance for the half-year ended on that date; and

• (ii) Complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001.

Basis for conclusion

We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity . Our responsibilities are further described in the Auditor’s Responsibilities for the Review of the Financial Report section of our report. We are independent of the Company in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to the audit of the annual financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We confirm that the independence declaration required by the Corporations Act 2001 which has been given to the directors of the Company, would be the same terms if given to the directors as at the time of this auditor’s review report.

Responsibility of the directors for the financial report

The directors of the Company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the half-year financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.

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Auditor’s responsibility for the review of the financial report

Our responsibility is to express a conclusion on the half-year financial report based on our review. ASRE 2410 requires us to conclude whether we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including giving a true and fair view of the Group’s financial position as at 31 December 2022 and its financial performance for the half-year ended on that date and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

BDO Audit (WA) Pty Ltd

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Glyn O'Brien

Director

Perth

23 February 2023

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