DEVELOP GLOBAL LIMITED — Interim / Quarterly Report 2024

Mar 6, 2024

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Develop Global Limited ABN 28 122 180 205 Interim Financial Report for the Half Year ended 31 December 2023

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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 Justine Magee Non-Executive Director

COMPANY SECRETARY

Elle Farris

TABLE OF CONTENTS

Directors’ Report - 3

Directors’ Report Declaration - 5 Auditor’s Independence Declaration - 6

Consolidated Statement of Profit or Loss and Other Comprehensive Income - 7

Consolidated Statement of Financial

CHIEF FINANCIAL OFFICER Ben MacKinnon

REGISTERED OFFICE/ PRINCIPAL PLACE OF BUSINESS

234 Railway Parade West Leederville WA 6007 Australia

Position - 8

Consolidated Statement of Cash Flows - 10

Notes to the Consolidated Financial Statements - 11

Directors’ Declaration - 23

Independent Audit’s Review Report - 24

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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2

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 2023 and the auditor’s report thereon.

Directors

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

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

Principal Activities

The principal activities of the Group during the half-year were mineral exploration and development of its projects alongside the operations of its underground mining services division – Develop Mining Services. Key activities during the half-year involved the continued progression towards the development of the Company’s Woodlawn project and the acquisition of Essential Metals. The Develop Mining Services Division continued with the ramp-up and progression of the Bellevue contract alongside the establishment of the Tjiwarl Develop JV and the awarding of the Mt Marion Contact.

Review of Operations

During the half year Develop recorded a consolidated loss of $3,697,765 (31 December 2022: $6,399,825). The contract revenue for the half year ended 31 December 2023 was $65,800,203 (31 December 2022: $23,828,708) with $14,864,813 capitalised to Mine Properties and $4,884,011 capitalised to Exploration and Evaluation during the half year to 31 December 2023.

As at 31 December 2023, the Company had 242,615,030 quoted fully paid ordinary shares (30 June 2023: 180,987,603) and 31,915,000 options issued over shares (30 June 2023: 32,008,467). As at 31 December 2023 the Group held cash reserves of $32,657,325 (30 June 2023: $21,769,145).

Significant changes in State of Affairs

On 6th November 2023, Develop acquired Essential Metals Ltd (Refer Note 11). Essential Metals holds a selection of projects and JV agreements with the most advanced project being the Pioneer Dome Lithium project. The fair value of the exploration assets acquired is $147,901,398 (inclusive of transactions costs). Develop acquired Essential Metals Ltd for $141,346,280 in Ordinary Shares (44,033,109 Ordinary Shares).

During the financial year to date the group entered a 50:50 Joint Venture with the Tjiwarl Contracting Services and commenced ROM Loading work at the Bellevue Gold Project.

Capital structure:

• On 3[rd] July 2023, the Company announced the proposed acquisition of Essential Metals by scheme of arrangement alongside an ANREO and a capital raise of $50 million at a price of $3.20/share. A total of 44,033,109 shares were issued under the scheme of arrangement and 15,625,000 under the capital raise/ANREO.

• On the 29[th] November 2023 21,724 share rights were issued to Michael Blakiston in lieu of the director fees owed to him for the July 2023 to Dec 2023 period.

• On the 6th and 14[th] November 2023, the group issued 922,886 and 180,028 shares respectively in lieu of payment to suppliers.

• During the period 642,083 rights were issued to employees as part of the short term incentive plan and 3,609,453 rights and 855,000 options as part of the longer term incentive plan.

• During the half year 245,883 options and 620,521 rights were converted to 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.

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3

Develop Global Limited

Interim Financial Report

Directors’ Report

Capital:

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

	Number
Ordinary shares
DVP*	242,653,581
Unlisted performance rights
DVPAV	4,380,064
Unlisted share rights
DVPAAI	21,724
Unlisted options – share based payments
DVPAAA	14,000,000
DVPAAB	14,000,000
DVPAY	1,400,000
DVPAAC	200,000
DVPAAG	2,215,000
DVPAAJ	100,000

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

Events after the Reporting Period

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.

Rounding of amounts

The company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to 'rounding-off'. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest dollar.

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4

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 6.

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

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BILL BEAMENT Managing Director

Dated this 6[th] day of March 2024

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5

Level 9 Mia Yellagonga Tower 2 5 Spring Street Perth, WA 6000 PO Box 700 West Perth WA 6872 Australia

Tel: +61 8 6382 4600 Fax: +61 8 6382 4601 www.bdo.com.au

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DECLARATION OF INDEPENDENCE BY JARRAD PRUE TO THE DIRECTORS OF DEVELOP GLOBAL LIMITED

As lead auditor for the review of Develop Global Limited for the half-year ended 31 December 2023, 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 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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Jarrad Prue

Director

BDO Audit (WA) Pty Ltd

Perth

6 March 2024

1

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 2023

		31 December 2023 31 December 2022
	Note	$ $
	Revenue from customers 2	65,800,203 23,828,708
	Other Income	955,012 450,052
	Profit on Sale of PPE	- 2,013,801
	Directors, employees, and consultants’ expenses	(31,151,504) (14,687,892)
	Raw Material and Consumables	(21,021,928) (9,809,113)
	Share based payments 10	(4,773,245) (536,811)
	Transport Costs	(948,308) (678,859)
	Finance Costs	(1,475,567) (1,754,205)
	Depreciation and Amortisation expenses	(9,605,556) (3,130,015)
	Other Expenses	(1,476,872) (2,095,491)
	Loss before income tax	(3,697,765) (6,399,825)
	Income tax expense	- -
	Loss after income tax expense	(3,697,765) (6,399,825)
	Other comprehensive income/(loss)
	Items that will not be reclassified to profit or loss
	Changes in fair value of equity instruments at fair value through other comprehensive income	(100,000) -
	Other comprehensive income/(loss) for the period, net of income tax	(100,000) -
	Total Comprehensive income/(loss)	(3,797,765) (6,399,825)
	Profit/(Loss) attributable to
	Owners of Develop Global Ltd	(3,805,818) (6,399,825)
	non-controlling interest	108,053 -
		(3,697,765) (6,399,825)
	Total Comprehensive Profit/(Loss) attributable to:
	Owners of Develop Global Ltd	(3,905,818) (6,399,825)
	non-controlling interest	108,053 -
		(3,797,765) (6,399,825)
	Loss per share for the half year attributable to the owners of the Group
	Basic loss per share (cents)	(1.77) (3.94)

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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7

Develop Global Limited

Interim Financial Report

Consolidated Statement of Financial Position as at 31 December 2023

		31 December 2023 30 June 2023
	Note	$ $
	Assets
	Current assets
	Cash and cash equivalents	32,657,325 21,769,145
	Trade and other receivables 3	26,853,620 7,171,254
	Inventories	6,619,879 6,046,058
	Other assets	2,395,764 1,877,907
	Total current assets	68,526,588 36,864,364
	Non-current assets
	Property, plant, and equipment 5	58,058,250 44,166,114
	Right of use assets	24,277,504 26,554,179
	Exploration and evaluation expenditure 4	216,636,684 63,848,275
	Mine properties 6	83,131,455 68,266,641
	Intangibles	2,523,711 2,523,711
	Other assets	3,600,080 3,577,000
	Total non-current assets	388,227,684 208,935,920
	Total assets	456,754,272 245,800,284
	Liabilities
	Current liabilities
	Trade and other payables	20,815,865 20,079,287
	Lease liabilities 7	13,361,185 11,837,506
	Borrowings 7	3,611,362 -
	Employee benefits	3,196,557 2,417,257
	Provisions 8	11,856,071 4,753,163
	Total current liabilities	52,841,040 39,087,213
	Non-current liabilities
	Lease liabilities 7	11,499,178 16,075,642
	Borrowings 7	5,488,020 -
	Employee benefits	177,938 142,738
	Provisions	17,445,179 16,518,525
	Contract liabilities	24,689,238 24,359,867
	Total non-current liabilities	59,299,553 57,096,772
	Total liabilities	112,140,593 96,183,985
	Net assets	344,613,679 149,616,299
	Equity
	Issued capital 9	424,125,339 228,283,584
	Reserves 9,10	127,862,672 125,009,281
	Accumulated losses	(207,482,384) (203,676,566)
	Total Equity attributable to Owners	344,505,626 149,616,299
	Non-Controlling Interest	108,053 -
	Total equity	344,613,679 149,616,299

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

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Develop Global Limited

Interim Financial Report

Consolidated Statement of Changes in Equity for the Half year ended 31 December 2023

		Issued Capital Share Based Compensation Reserve Asset Revaluation Reserve Non- Controlling Interest Accumulated Losses Total Equity
	Note	$ $ $ $ $ $
	Balance at 30 June 2022	202,081,283 128,215,812 - - (185,743,026) 144,554,069
	Lossforthe period	- - - - (6,399,825) (6,399,825)
	Total comprehensive loss for the period	- - - - (6,399,825) (6,399,825)
	Transactions with owners in their capacity as owners:
	Issue of securities 9	630,300 - - - - 630,300
	Security issue costs 9	(45,279) - - - - (45,279)
	Share based payments Expensed 10	- 728,004 - - - 728,004
	Share based payments Exercised 9,10	70,590 (70,590) - - - -
	Share based payments Expired 10	- (191,193) - - - (191,193)
	Options exercised 10	424,411 - - - - 424,411
	Issue of securities - Purchase of Premium Group	7,726,611 - - - - 7,726,611
	Balance at 31 December 2022	210,887,916 128,682,033 - - (192,142,851) 147,427,098
	Balance at 30 June 2023	228,283,584 125,009,281 - - (203,676,566) 149,616,299
	Loss for the period	- - (100,000) 108,053 (3,805,818) (3,797,765)
	Total comprehensive loss for the period	- - (100,000) 108,053 (3,805,818) (3,797,765)
	Transactions with owners in their capacity as owners:
	Issue of securities 9	53,503,581 - - - - 53,503,581
	Security issue costs 9	(1,068,901) - - - - (1,068,901)
	Performance rights Expensed 10	- 4,342,921 - - - 4,342,921
	Performance rights Exercised 9,10	1,894,802 (1,894,802) - - - -
	Performance rights Expired 10	- - - - - -
	Options Expensed 10	- 505,272 - - - 505,272
	Options Exercised 9	165,994 - - - - 165,994
	Issue of securities – Acquisition of Essential Metals Ltd 11	141,346,280 - - - - 141,346,280
	Balance at 31 December 2023	424,125,339 127,962,672 (100,000) 108,053 (207,482,384) 344,613,679

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

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9

Develop Global Limited

Interim Financial Report

Consolidated Statement of Cash Flows for the Half Year Ended 31 December 2023

	31 December 2023 31 December 2022
	Note $ $
	Cash flows from operating activities
	Receipts from customers 50,696,835 21,729,191
	Payments to suppliers and employees (58,811,391) (23,809,218)
	Interest received 807,763 310,948
	Interest paid (1,090,128) (367,676)
	Net cash used in operating activities (8,396,921) (2,136,755)
	Cash flows from investing activities
	Payment for purchases of plant and equipment (7,620,843) (3,804,388)
	Proceeds from sale of plant and equipment 1,001 2,500,000
	Payment for exploration and evaluation expenditure (3,632,095) (10,676,645)
	Payment for Mine Properties (13,025,457)
	Payment for purchase of Heron Resources Ltd - (448,238)
	Payment for purchase of Premium Group - (812,244)
	Net Cash acquired from the purchase of Essential Metals Ltd 2,642,482 -
	Payment for other assets (1,000,000) (238,934)
	Net cash used in investing activities (22,634,912) (13,480,449)
	Cash flows from financing activities
	Proceeds from issue of securities 49,970,683 630,300
	Proceeds from conversion of options into shares 267,377 423,674
	Capital raising costs (819,912) (86,487)
	Repayments of lease liabilities (7,498,135) (1,920,357)
	Net cash (used in) provided by financing activities 41,920,013 (952,870)
	Net increase (decrease) in cash and cash equivalents 10,888,180 (16,570,074)
	Cash and cash equivalents at the beginning of the period 21,769,145 43,206,524
	Cash and cash equivalents at the end of the period 32,657,325 26,636,450

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

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10

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 2023 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” ).

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 2023, 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. Where required by AASBs, comparative (2022) figures have been adjusted to conform with changes in presentation for the current financial period.

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.

Asset Acquisition

Where an acquisition does not meet the definition of a business combination the transaction is accounted for as an asset acquisition. The consideration transferred for the acquisition of an asset comprises the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. Acquisition-related costs with regards to the acquisition are capitalised. Identifiable assets acquired and liabilities assumed in the acquisition are measured at their fair value at the acquisition date.

- Critical Judgement Asset Acquisition not Constituting a Business

When an asset acquisition does not constitute a business combination, the assets and liabilities are assigned a carrying amount based on their relative fair values in an asset purchase transaction and no deferred tax will arise in relation to the acquired assets and assumed liabilities as the initial recognition exemption for deferred tax under AASB 112 applies. The acquisition of an entity that meets the concentration test (AASB 2018-6) would be accounted for as an asset acquisition not a business combination.

No goodwill will arise on the acquisition and transaction costs of the acquisition will be included in the capitalised cost of the asset. Estimates and judgements are required by the Group, taking into consideration all available information at the acquisition date, to assess the fair value of assets acquired, liabilities and contingent liabilities assumed.

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11

Develop Global Limited

Interim Financial Report

Notes to the Consolidated Financial Statements

Note 2 – Revenue and Other Income

2023	Mining Services Mining and Exploration Other Total
Type of goods or services	$ $ $ $
Contract and operational revenue	65,800,203 - - 65,800,203
Total external revenue from contracts with customers	65,800,203 - - 65,800,203
Geographical information by location of customer
Australia	65,800,203 - - 65,800,203
Total external revenue from contracts with customers	65,800,203 - - 65,800,203
2022	Mining Services Mining and Exploration Other Total
Type of goods or services	$ $ $ $
Contract and operational revenue	23,828,708 - - 23,828,708
Total external revenue from contracts with customers	23,828,708 - - 23,828,708
Geographical information by location of customer
Australia	23,828,708 - - 23,828,708
Total external revenue from contracts with customers	23,828,708 - - 23,828,708

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Develop Global Limited

Interim Financial Report

Notes to the Consolidated Financial Statements

Note 3 - Trade and Other Receivables

Note 3 - Trade and Other Receivables
	31 December 2023 30 June 2023
	$ $
Trade and other receivables	26,853,620 7,171,254
	26,853,620 7,171,254

Accounts receivable are all payable in Australian dollars, are non-interest bearing and normally settled on 30-day terms. Refer to the company’s annual report of the Company’s exposure to liquidity risks on financial liabilities. Trade and other receivables are non-interest bearing and are measured at fair value less any allowance for expected credit losses. The net amount of goods and services tax (GST) recoverable from, or payable to, the taxation authority is included as part of receivables or payables. The carrying amount is the equivalent to the fair value due to the short-term nature of the receivable.

Note 4 – Exploration and Evaluation Expenditure

Note 4 – Exploration and Evaluation Expenditure
	31 December 2023 30 June 2023
	$ $
Exploration & evaluation expenditure
At cost*	216,636,684 63,848,275
	216,636,684 63,848,275
Movements in Carrying Amounts of exploration and evaluation expenditure.
Carrying amount at the beginning of period	63,848,275 45,757,912
Additions	4,884,011 18,902,309
Additions through acquisition of Essential (Note 11)	147,904,398 -
Rehab Adjustments	- (505,703)
Impairment / Write Off	- (306,243)
Carrying amount at the end of period	216,636,684 63,848,275

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

.

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13

Develop Global Limited

Interim Financial Report

Notes to the Consolidated Financial Statements

Note 5 - Property, Plant and Equipment and Right of Use Assets

	31 December 2023 30 June 2023
	$ $
Property, Plant and Equipment - at cost*	58,722,003 44,337,819
Capital Work in Progress	6,157,206 2,850,386
Accumulated depreciation	(6,820,959) (3,022,091)
	58,058,250 44,166,114
Right of Use Assets - at cost	36,392,957 33,575,402
Accumulated Depreciation	(12,115,453) (7,021,223)
	24,277,504 26,554,179
* The Plant acquired at Woodlawn deemed not ready for use awaiting commencement of production at Woodlawn. Ref to Note 7 for details on the Group’s corresponding lease liabilities.
Movements in Property, Plant and Equipment Carrying Value
Carrying amount at the beginning of year	44,166,114 34,274,935
Additions	19,305,685 8,140,003
Additions through acquisition of Subsidiary	33,168 5,599,320
Transfer to Mine Properties	(1,087,850) -
Disposals	(326,028) (856,454)
Depreciation expense	(4,032,839) (2,991,690)
Carrying amount at the end of year	58,058,250 44,166,114

Note 6 – Mine Properties

Note 6 – Mine Properties
	31 December 2023 30 June 2023
*Mine properties **	$ $
At cost	83,131,455 68,266,641
	83,131,455 68,266,641
Movements in Carrying Amounts of Mine Properties
Carrying amount at the beginning of year	68,266,941 55,679,219
Rehabilitation Adjustment	237,164 75,568
Transfer from capital work in progress	1,087,850 -
Additions - Development	13,539,500 12,511,854
Carrying amount at the end of year	83,131,455 68,266,641

*Mine Properties at Woodlawn deemed not ready for use awaiting commencement of production at Woodlawn.

Mine Properties have seen significant activity due to the construction work on the underground mining infrastructure at the Woodlawn Mine. This infrastructure is being developed to derisk the eventual reopening of the Woodlawn Mine.

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14

Develop Global Limited

Interim Financial Report

Notes to the Consolidated Financial Statements

Note 7 – Borrowings and Lease Liabilities

Note 7 – Borrowings and Lease Liabilities
	31 December 2023 30 June 2023
	$ $
Equipment Financing – Current	3,611,362 -
Equipment Financing-Non-current	5,488,020 -
	9,099,382 -
	31 December 2023 30 June 2023
	$ $
Lease Liabilities - Current	13,361,185 11,837,506
Lease Liabilities-Non-current	11,499,178 16,075,642
	24,860,363 27,913,148

The Group has equipment financing facilities with:

• Sandvik – limit of $35M, $22.6M drawn at 31 December 2023, secured against each item of equipment financed, maturity dates vary depending on the equipment but ranges from 30 months to 36 months

• CBA – limit of $5M, $4.5M drawn at 31 December 2023, secured against each item of equipment financed, maturity dates vary depending on the equipment but will range from 30 months to 36 months

• Epiroc - limit of $6M, $2M drawn at 31 December 2023, secured against each item of equipment financed, maturity dates vary depending on the equipment but will range from 30 months to 36 months

• Cat Finance – limit of $10M with nil drawn at 31 December 2023, secured against each item of equipment financed, maturity dates vary depending on the equipment but will range from 30 months to 36 months

• NAB - limit of $15M, $0.3M drawn at 31 December 2023, secured against each item of equipment financed, maturity dates vary depending on the equipment but will range from 30 months to 36 months

Note 8– Provisions (Current)

Note 8– Provisions(Current)
Current	31 December 2023 30 June 2023
	$ $
Provision - Stamp Duty – Essential Acquisition	7,893,000 -
Provision - Payroll Tax on Share Based Payments	3,963,072 4,753,163
	11,856,072 4,753,163

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15

Develop Global Limited

Interim Financial Report

Notes to the Consolidated Financial Statements

Note 9 – Capital and Reserves

Note 9 – Capital and Reserves
	31 December 2023 30 June 2023
	$ $
Ordinary shares fully paid	424,125,339 228,283,584
Share based payment reserve	127,962,672 125,009,281
Asset Revaluation Reserve	(100,000) -
	551,988,011 353,292,865

During the half year ended 31 December 2023, the following movements in equity occurred:

Ordinary Shares fully paid	31 December 2023 31 December 2023 30 June 2023 30 June 2023
	No. $ No. $
At the beginning of reporting period	180,987,603 228,283,584 161,097,317 202,081,283
Exercise of Performance Rights - 2020LTIa(1)	- - 141,934 959,621
Shares issued on Acquisition of Premier Group $2.660 /share(2)	- - 2,904,741 7,726,611
Share issued to KMP $3.300 /share(3)	- - 191,000 630,300
Option Conversion - DVPAW	- -
Options Conversion DVPAW & DVPAZ - $0.675/share(4)	- - 14,652,611 9,890,513
Option Conversion – DVPAY(5)	- - 2,000,000 7,110,132
Option Conversion – DVPAW	245,883 165,994 - -
Capital Raise – ANREO @ $3.20/share	15,625,000 50,000,000 - -
Share Issue - In lieu of payment to Suppliers @ $3.20/share	922,886 2,953,235 - -
Exercise of Performance Rights - 2020LTIa	57,600 234,000 - -
Shares issued on Acquisition of Essential Metals @ $3.21/share	44,033,109 141,346,281 - -
Exercise of Performance Rights – 2023 STIP	562,921 1,660,802 - -
Share Issue - In lieu of payment to Suppliers @ $3.06/share	180,028 550,346
Transaction costs relating to share issues	- (1,068,903) - (114,876)
At end of the reporting period	242,615,030 424,125,339 180,987,603 228,283,584

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16

Develop Global Limited

Interim Financial Report

Notes to the Consolidated Financial Statements

Note 9 – Capital and Reserves (continued)

Unlisted Options Exercise Price Expiry Date	Balance at beginning of period Issued Exercised Expired Balance at end of period
$	No. No. No. No. No.
DVPAW 0.675 18-Jul-23	1,048,467 - (245,883) (802,584) -
DVPAAA 0.750 17-Jun-24	14,000,000 - - - 14,000,000
DVPAY 0.750 22-Jun-24	1,400,000 - - - 1,400,000
DVPAAC 5.000 01-Oct-24	200,000 - - - 200,000
DVPAAB 0.750 17-Jun-25	14,000,000 - - - 14,000,000
DVPAAG various various	1,360,000 855,000 - - 2,215,000
DVPAAJ 4.380 15-Dec- 2026	- 100,000 - - 100,000
	32,008,467 955,000 (245,883) (802,584) 31,915,000

Note 10 - Share-Based Payments Reserve

Note 10 - Share-Based Payments Reserve
	31 December 2023 30 June 2023
Reserves	$ $
Unlisted Options	83,889,914 83,384,642
Unlisted Performance Rights	4,180,661 1,732,542
Share Based Payment Contingent Consideration	39,892,097 39,892,097
Total Reserves	127,962,672 125,009,281

Share Based Payment – Contingent Consideration

As part of the acquisition of Heron Resources Ltd Develop has agreed to payments of contingent consideration of up to $70 million in cash or shares (or a combination thereof at the Company’s discretion) dependent on the successful achievement of each of the milestones.

	31 December 2023 30 June 2023
	$ $
Share Based Payment Contingent Consideration	39,892,097 39,892,097
	39,892,097 39,892,097

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17

Develop Global Limited

Interim Financial Report

Notes to the Consolidated Financial Statements

Note 10 - Share-Based Payments Reserve (Continued)

Performance Rights

The performance condition of each tranche is set out as follows:

1. Absolute Total Shareholder Return as per Notice of Meeting lodged on ASX 21/04/23 The Absolute Total Shareholder Return performance criteria will be assessed from the starting point of $2.56 (being the 6-month VWAP for the period ended on 31 December 2022) over the Performance Period and measured based on the compound annual growth rate (CAGR) of the Company’s Share price.

Absolute TSR Vesting Schedule:

	CAGR TSR	Proportion of absolute TSR Awards
		Vesting
Below 10%		Nil
10%		25%
Between 10% &	15%	Straight-line pro-rata between 25% & 50%
15%		50%
Between 15% &	20%	Straight-line pro-rata between 50% & 75%
20%		75%
Between 20% &	25%	Straight-line pro-rata between 75% & 100%
25% and Above		100%

1. Relative Total Shareholder Return as per Notice of Meeting lodged on ASX 21/04/23 Total Shareholder Return (TSR) is a measure of investment return in percentage terms, adjusted for dividends and capital movements, from the start to the end of the performance period. The TSR of DVP is compared and ranked to the TSR of each peer Group constituent. Ranking is used to determine the proportion of Awards vesting based on the set vesting schedule.

Relative TSR Vesting Schedule:

	DVP TSR Percentile	Proportion of Relative TSR Awards
		vesting
	Below 25th percentile	0%
	At 25th percentile	25%
	Between 25th and 50th	Pro-rata vesting on a straight-line basis
	At 50th percentile	50%
	Between 50th and 75th	Pro-rata vesting on a straight-line basis
	75th percentile and Above	100%
	Below 25th percentile	0%
	At 25th percentile	25%
3.	Mining services operating 5 projects

1. Operating either as a mine owner or interest holders in 3 of the projects

2. Achieving the environmental, social and governance strategy

3. Bankable feasibility/Project finance (SS or WDL)

4. Commercial/profitable SS/WDL production

5. Copper equivalent production of >30,000 tonnes per annum

6. Copper equivalent production of >50,000 tonnes per annum

7. Establishment/deployment of underground capability for partnerships and/or third-party services

	services
11.	Sign on Bonus (subject to completion of a 3-years’ service term)
12.	Short Term Incentives
	Key Performance Indicators	Weighting
	People Safety and Environment	20%
	Operational Performance	50%
	Financial	30%

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18

Develop Global Limited

Interim Financial Report

Notes to the Consolidated Financial Statements

Note 10 - Share-Based Payments Reserve (Continued)

Class	Issued to Tranche Fair Value at Grant Date $/Right Number Granted Grant Date Expected Life
2023 STIP	Various Employees 12 2.49 - 3.46 970,000 29/9/2023 1 year
2024 STIP	William Beament 12 2.90 105,836 16/11/2023 1 year
2024 STIP	Ben MacKinnon 12 2.90 46,870 16/11/2023 1 year
Total	1,122,706

• FY2024 STIP is subject to achieving KPI’s as approved at the AGM for the FY24 period.

Holders of Performance Rights are not entitled to receive dividends prior to vesting and expire at the earlier of the date that is 5 years from the date of employment or upon termination of employment by either party. The following reconciles the performance rights outstanding at the beginning and end of the year:

Total Performance Rights on Issue	31 December 2023 No. 30 June 2023 No.
Balance at beginning of the period	4,397,053 1,127,267
Granted during the year	663,807 3,609,453
Expired during the year	- (197,733)
Exercised duringtheyear	(620,521) (141,934)
Balance at end of the year	4,440,339 4,397,053

Options

The following refers to unlisted options issued by the Company, other than those issued as part of a capital issue. 150,000 options were granted during the year (2022: 1,590,000). Details of these options issued are detailed below and all have expiry dates 1 year after vesting or on cessation of employment and nil expected dividend. The following outlines the options granted to employees and directors subject to the Company’s long-term incentive plan. The fair value of options granted are calculated at the grant date using a Black Scholes option-pricing model which represents the fair value of services received in return for the share options granted.

	Fair Value at Grant Date $/Option Number Granted Grant Date Vesting Date Share Price ($) Exercise Price ($) Expected Volatility Expected Life of Option (year) Risk Free interest rates (%)
Justine Magee	0.5213 100,000 16/11/2023 16/11/2024 2.90 4.38 52% 2 yrs. 4.23%
Employees	1.3012 - 1.9209 50,000 3/7/2023 3/7/2025- 3/7/2028 3.46 4.74-5.75 73% 2.5 yrs. - 5.5yrs. 3.90% - 4.04%
Total	150,000

150,000
Share Based Payments Reserve – Options	31 December 2023 No. 30 June 2023 No.
Balance at beginning of the period	31,865,000 32,990,000
Granted during the year	50,000 905,000
Expired during the year	- (30,000)
Exercised duringtheyear	- (2,000,000)
Balance at end of the year	31,915,000 31,865,000

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19

Develop Global Limited

Interim Financial Report

Notes to the Consolidated Financial Statements

Note 11 – Acquisition of Essential Metals Ltd (provisional)

On 3[rd] July 2023 the Company announced the proposed acquisition of a 100% interest in Essential Metals Ltd (Essential) including the following subsidiaries Golden Ridge North Kambalda Pty Ltd (Golden Ridge) and Western Copper Pty Ltd (Westen Copper) which form the Essential consolidated group (the Group). The Acquisition includes the Pioneer Dome exploration project asset and selection of Joint ventures. The acquisition was deemed to completed on the 26[th] October 2023.

The acquisition does not meet the definition of a business in accordance with AASB 3 Business Combinations as it met the business concentration test. As such the acquisition has been accounted for as an asset acquisition whereby fair value of consideration is allocated to net identifiable assets acquired on a relative fair value basis. The fair value of the consideration paid and allocation to net identifiable assets is as follows:

• The fair value of consideration given is 44,033,109 shares issued at a price of $3.21/share with a total value of $141,346,280.

Acquisition related costs

• The Group incurred acquisition-related costs of $1,659,846 on legal fees and due diligence costs. These costs have been included as part of the acquisition cost and capitalised to the Exploration and Evaluation asset.

• A provision for the estimated cost of stamp duty of $7,890,000 has been included as part of the acquisition.

The allocation to net identifiable assets is as follows:

	Fair value
	$
Assets
Cash and cash equivalents	5,863,992
Trade and other receivables	201,762
Other assets	20,910
Right Of Use Asset	95,175
Property, plant, and equipment	33,168
Exploration and Evaluation Asset	147,901,398
Liabilities
Trade and other payables	(2,365,694)
Lease Liability	(95,175)
Provision - Rehabilitation	(696,129)
Employee benefits	(63,281)
Total acquisition-date fair value of net assets acquired	150,896,126
Representing:
Transaction Costs Capitalised	9,549,846
Shares issued to vendor	141,346,280
	150,896,126

The initial accounting for the acquisition of Essential has only been provisionally determined at the end of the reporting period.

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20

Develop Global Limited

Interim Financial Report

Notes to the Consolidated Financial Statements

Note 12 – Capital Commitments and Contingencies

The Group has entered contracts to purchase property, plant and equipment for $4,050,488 (31 December 2022: $23,965,276). 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 13 - Operating Segments

The Group has identified its operating segments based on internal management reports that are reviewed by the Board (the Chief Operating Decision Makers) in assessing performance and in determining the allocation of resources.

The Group reports its business results as Three operating segments being the Develop Mining Services, Mining and Exploration and Corporate. All are operating within the Australian resources sector. The measurement of segment results is in line with the basis of information presented to management for internal management reporting purposes and the performance of each segment is measured based on EBITDA contribution. The accounting policies applied for internal reporting purposes are consistent with those applied in the preparation of the financial statements. All non-current assets of the Group exclusive of, where applicable, financial instruments and deferred tax assets, are in Australia.

31 Dec 2023	Mining Services Mining and Exploration Corporate Total
	$ $ $ $
Revenue
External Revenue	65,800,203 - - 65,800,203
Total Revenue	65,800,203 - - 65,800,203
Underlying EBITDA	5,795,005 (2,020,515) (71,758) 3,702,732
Depreciation, Amortisation, and Interest	(7,145,928) (27,879) (226,690) (7,400,497)
Underlying Profit/Loss	(1,350,923) (2,048,394) (298,448) (3,697,765)
At 31 December 2023
Asset	81,078,547 349,732,206 25,943,519 456,754,272
Liability	(51,949,098) (55,511,484) (4,680,011) (112,140,593)
Net Assets	29,129,449 294,220,722 21,263,508 344,613,679
31 Dec 2022	Mining Services Mining and Exploration Corporate Total
	$ $ $ $
Revenue
External Revenue	23,828,708 - - 23,828,708
Total Revenue	23,828,708 - - 23,828,708
Underlying EBITDA	3,017,335 (1,781,500) (4,505,645) (3,269,810)
Depreciation, Amortisation, and Interest	(2,311,571) (687,683) (130,761) (3,130,015)
Underlying Profit/Loss	705,764 (2,469,183) (4,636,406) (6,399,825)
At 30 June 2023
Asset	54,709,757 176,787,617 14,302,910 245,800,284
Liability	(34,805,204) (49,611,996) (11,722,156) (96,139,356)
Net Assets	19,904,553 127,175,621 2,580,754 149,660,928

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21

Develop Global Limited

Interim Financial Report

Notes to the Consolidated Financial Statements

Note 13 - Operating Segments (continued)

Major customers

During the half year ended 31 December 2023 $65,800,203 (31 December 2022: $23,828,708) 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 14 - Events after the Reporting Period

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 15 - Related Party Transactions

Other Transactions with Key Management Personnel

Disclosures relating to Key Management Personnel are set out in the Directors Report.

There were no loans to Key Management Personnel during the period (2022: Nil).

For further information on the share-based payments to Key Management Personnel refer to note 9.

During the period the Company paid $505,372 to Gilbert + Tobin to provide legal consulting services, of which Michael Blakiston is a Partner. As at 31[st] December 2023, there was $5,096 in Trade and Other Payables due to Gilbert + Tobin.

During the period Director fees for M Blackiston were settled in the issue of 21,724 Share rights at a value of $3.45/right.

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

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22

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 7 to 22 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 2023 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 6[th] March 2024

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23

Level 9 Mia Yellagonga Tower 2 5 Spring Street Perth, WA 6000 PO Box 700 West Perth WA 6872 Australia

Tel: +61 8 6382 4600 Fax: +61 8 6382 4601 www.bdo.com.au

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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 2023, 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 2023 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 2023 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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Jarrad Prue

Director

Perth, 6 March 2024