DEVELOP GLOBAL LIMITED — Investor Presentation 2022

Feb 16, 2022

ASX: DVP

Woodlawn Zinc-Copper Project Acquisition

An exceptional opportunity for shareholders

• On strategy; ownership of clean future-facing metals in a Tier 1 location
• Significant near-term growth potential
• Highly attractive purchase price

Not for release to US wire services or distribution in the United States February 2022

IMPORTANT NOTICES & DISCLAIMER

This investor presentation (Presentation) has been prepared by Develop Global Limited (ACN 122 180 205) (Develop or the Company). This Presentation has been prepared in relation to the Company's proposed equity raising, as described in this document (Offer).This Presentation contains summary information about Develop, its subsidiaries and their activities which is current as at the date of this Presentation, unless otherwise indicated. The information in this Presentation is of a general nature and does not purport to be complete, nor does it contain all the information which a prospective investor may require in evaluating a possible investment in Develop. This Presentation should be read in conjunction with Develop's other periodic and continuous disclosure announcements which are available at www.asx.com.au or https://Develop.com.au/

In accordance with ASX Listing Rule 15.5, Develop confirms that this Presentation has been authorised for release to ASX by the board of directors of Develop.

Not an offer

This Presentation, including the information contained in this disclaimer, is not a prospectus or product disclosure statement under the Corporations Act 2001 (Cth) (Corporations Act) or other offering document under Australian law, or any other law. This Presentation does not contain all the information that would be required in a prospectus or product disclosure statement prepared in accordance with the requirements of the Corporations Act. This Presentation has not been lodged with the Australian Securities and Investment Commission (ASIC). This Presentation is for information purposes only and is not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction. This Presentation may not be released or distributed in the United States, or released to United States wire services. This Presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. The new fully paid ordinary shares in Develop to be issued under the Offer (New Shares) have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (U.S. Securities Act) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares may not be offered or sold, directly or indirectly, in the United States, unless they have been registered under the U.S. Securities Act (which Develop has no obligation to do or procure) or are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable state securities laws.

The distribution of this Presentation (including an electronic copy) in other jurisdictions outside Australia may also be restricted by law and any such restrictions should be observed. Persons who come into possession of this Presentation who are not in Australia should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may violate applicable securities laws. Please refer to Appendix B "Foreign Selling Restrictions" for more information.

Not investment or financial product advice

This Presentation, and the information provided in it, does not constitute, and is not intended to constitute, investment or financial product advice (nor tax, accounting or legal advice) or any recommendation to acquire New Shares. It does not and will not form any part of any contract for the acquisition of New Shares. This Presentation should not be relied upon as advice to investors or potential investors and has been prepared without taking account of any person's individual investment objectives, financial situation or particular needs. Any investment decision should be made based solely upon appropriate due diligence. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own investment objectives, financial situation and needs and seek legal, accounting and taxation advice appropriate to their jurisdiction. Recipients of this Presentation are advised to consult their own professional advisers. Cooling off rights do not apply to the subscription for or acquisition of New Shares pursuant to the Offer. An investment in any listed company, including Develop, is subject to significant risks of loss of income and capital.

Future performance and projected financial information

This Presentation contains certain "forward-looking statements". Forward looking statements can often, but not always, be identified by the use of forward looking words such as "forecast", "estimate", "likely", "anticipate", "believe", "expect", "future", "project", "opinion", "opportunity", "predict", "outlook", "guidance", "intend", "should", "could", "may", "target", "plan", "propose", "to be", "foresee", "aim", "will" and other similar expressions. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Forward-looking statements in this Presentation include statements regarding the conduct, approximate size and outcome of the Offer, statements regarding Develop's intent, belief, expectations, plans, strategies and objectives of management, the use of proceeds raised under the Offer, expected timetables in connection with Develop's projects, future acquisitions, expected costs, capital expenditure or production outputs for Develop (based on, among other things, estimates of production for the periods specifically mentioned in this Presentation), future demand for copper or zinc, the future operation of Develop and the impact and duration of the COVID-19 pandemic. Actual results, performance or outcomes may differ materially from any projections and forward-looking statements and the assumptions on which those assumptions are based. You are strongly cautioned not to place undue reliance on forward-looking statements and neither Develop nor any of its directors, officers, employees, servants, advisers or agents assumes any obligation to update such information. Any forward-looking statements, as well as any other opinions and estimates, provided in this Presentation are based on assumptions and contingencies which are subject to change without notice and may prove ultimately to be materially incorrect, as are statements about market and industry trends, which are based on interpretations of current market conditions. Forward-looking statements including projections, guidance on future earnings and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance and may involve significant elements of subjective judgment, assumptions as to future events that may not be correct, known and unknown risks, uncertainties and other factors, many of which are outside the control of Develop. A number of factors could cause actual results, performance or achievements to vary materially from any forward-looking statements and the assumptions on which statements are based, including but not limited to the key investment risks set out in this Presentation. Except as required by applicable law or regulation, Develop undertakes no obligation to provide any additional or updated information or update any forward-looking statements, whether as a result of new information, future events or results or otherwise. Nothing in this Presentation will, under any circumstances (including by reason of this Presentation remaining available and not being superseded or replaced by any other presentation or publication with respect to Develop or the subject matter of this Presentation) create an implication that there has been no change in the affairs of Develop since the date of this Presentation. Neither Develop, nor any of its directors, officers, employees, servants, advisers or agents makes any warranty as to the accuracy of any forward-looking statements in this Presentation.

Past performance

Prospective investors should note that past performance metrics and figures (including past share price performance of Develop) in this Presentation are given for illustrative purposes only and cannot be relied upon as an indicator of (and provide no guidance as to) future Develop performance, including future share price performance. Any such historical information is not represented as being, and is not, indicative of Develop's views on its future financial condition and/or performance.

Investment risk

An investment in New Shares is subject to known and unknown risks, a number of which are beyond the control of Develop. These risks, together with other general risks applicable to all investments in listed securities not specifically referred to, may affect the value of shares in Develop (including the New Shares) in the future. Develop does not guarantee any particular rate of return or the performance of Develop nor does it guarantee the repayment of capital from Develop or any particular tax treatment. There is no representation made that dividends may be paid on New Shares or that there will be an increase in the value of New Shares in the future. Prospective investors should have regard to the key investment risks outlined in this Presentation when making any investment decision, should make their own enquiries and investigations regarding all information in this Presentation, including but not limited to the assumptions, uncertainties and contingencies which may affect future operations of Develop and the impact that different future outcomes may have on Develop, and seek independent advice from their professional advisers.

Effect of rounding

A number of figures, amounts, percentages, estimates, calculations of value and fractions in this Presentation are subject to the effect of rounding. The actual calculation of these figures may differ from the figures set out in this Presentation.

Financial Data

All dollar values are in Australian dollars (\$ or AUD) unless stated otherwise.

Reliance on third party information

The information and views expressed in this Presentation were prepared by Develop and may contain information that has been derived from publicly available sources that have not been independently verified. No representation or warranty is made as to the accuracy, completeness or reliability of the information. No responsibility or liability is accepted by Develop, its directors, officers, employees, servants, advisers or agents for any errors, misstatements in or omissions from this Presentation. You should make your own assessment in considering an investment in Develop and should not rely on this Presentation. In all cases, you should conduct your own investigations and analysis of the financial condition, assets and liabilities, financial position and performance, profits and losses, prospects and business affairs of Develop and its business, and the contents of this Presentation.

Disclaimer

No party other than Develop has authorised or caused the issue, lodgement, submission, dispatch or provision of this Presentation, or takes any responsibility for, or makes or purports to make any statements, representations or undertakings in this Presentation. None of Develop's advisers, or Canaccord Genuity (Australia) Limited (as lead manager and underwriter to the Offer (Lead Manager), or any of their respective affiliates, related bodies corporate, directors, officers, partners, employees, servants, advisers and agents (each a Limited Party), have authorised, permitted or caused the issue, submission, dispatch or provision of this Presentation and none of them makes or purports to make any statement in this Presentation and there is no statement in this Presentation which is based on any statement by any of them. The Limited Parties do not make any recommendation as to whether a potential investor should participate in the Offer, and no Limited Party makes any representation, assurance or guarantee in connection with the repayment of capital or any particular rate of income or capital return on an investment in Develop. No Limited Party accepts any fiduciary obligations owed to, or fiduciary relationship with, any investor or potential investor in connection with the Offer, and by participating in the Offer, each investor expressly disclaims any fiduciary relationship and agrees that it was and is responsible for making its own independent judgments with respect to the Offer and any other transaction or other matter arising in connection with this Presentation. To the maximum extent permitted by law, Develop, its, affiliates and related bodies corporate, and their directors, officers, partners, employees, servants, advisers and agents, and each Limited Party (together, the Develop Parties) make no representation or warranty (express or implied) as to the accuracy, reliability, currency or completeness of this Presentation. To the maximum extent permitted by law, the Develop Parties exclude and disclaim all liability for any statements, opinions, information or matters (express or implied) arising out of, or contained in or derived from this Presentation, or for any omissions from this Presentation, including without limitation for negligence or for any expenses, losses, damages or costs incurred by you as a result of your participation in the Offer and the information in this Presentation being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise. Statements made in this Presentation are made only as at the date of this Presentation. The information in this Presentation remains subject to change without notice. Develop is under no obligation to correct, update or otherwise revise this Presentation. Investors acknowledge and agree that determination of eligibility of investors for the purposes of the institutional or retail components of the Offer is determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry constraints and the discretion of the Company and/or the Lead Manager, and each of the Company and the Lead Manager and their respective affiliates, related bodies corporate, directors, officers, partners, employees, servants, advisers and agents disclaim any duty or liability (including for negligence) in respect of that determination and the exercise or otherwise of that discretion, to the maximum extent permitted by law. The Lead Manager may rely on information provided by or on behalf of institutional investors in connection with managing, conducting and underwriting the Offer without having independently verified that information and the Lead Manager does not assume responsibility for the accuracy or completeness of that information.

Investors acknowledge and agree that allocations under the Placement are at the sole discretion of the Lead Manager and Develop. To the maximum extent permitted by law, the Lead Manager and Develop disclaim any duty or liability (including for negligence) in respect of the exercise of that discretion. Develop reserves the right to vary the timetable for the Offer (with the consent of the Lead Manager) including by closing the Placement or the Placement bookbuild early or extending the Placement bookbuild closing time (generally or for particular investors), without recourse to them or notice to any other investor. Moreover, communications that the Placement or Placement bookbuild is "covered" are not an assurance that the Placement will be fully distributed or that all those who have applied to participate in the Placement will receive an allocation of New Shares.

Disclosure

The Lead Manager, together with its respective affiliates and related bodies corporate, is a full service financial institution engaged in various activities, which may include trading, financing, financial advisory, investment management, investment research, principal investment, hedging, market making, margin lending, brokerage and other financial and non-financial activities and services including for which they have received or may receive customary fees and expenses. The Lead Manager (and/or its respective affiliates and related bodies corporate) has performed, and may perform, other financial or advisory services for Develop, and/or may have other interests in relationships with Develop and its related entities or other entities mentioned in this Presentation for which they have received or may receive customary fees and expenses.

In the ordinary course of its various business activities, the Lead Manager (and/or its respective affiliates and related bodies corporate) may purchase, sell or hold a broad array of investments and actively trade or effect transactions in equity, debt and other securities, derivatives, loans, commodities, currencies, credit default swaps and/or other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of Develop, its related entities and/or persons and entities with relationships with Develop and/or its related entities. The Lead Manager and/or its respective affiliates and related bodies corporate, or their respective directors, officers, partners, employees, servants, advisers and agents may, from time to time, have long or short positions in, buy or sell (on a principal basis or otherwise), and may act as market makers in, the securities or derivatives, or serve as a director of any entities mentioned in this Presentation. The Lead Manager (and/or its respective affiliates and related bodies corporate) currently hold, and may continue to hold, equity, debt and/or related derivative securities of Develop and/or its related entities.

Mineral Resources and Ore Reserves Reporting

It is a requirement of the ASX Listing Rules that the reporting of mineral resources and ore reserves in Australia comply with the Australasian Joint Ore Reserves Committee Code for Reporting of Mineral Resources and Ore Reserves (JORC Code), whereas mining companies in other countries may be required to report their ore reserves and/or mineral resources in accordance with other guidelines. Investors should note that while Develop's mineral resources and ore reserves estimates comply with the JORC Code (such JORC Code-compliant mineral resources and ore reserves being "Mineral Resources" and "Ore Reserves"), they may not comply with the relevant guidelines in other countries, and in particular, do not comply with (i) National Instrument 43-101 (Standards of Disclosure for Mineral Projects) of the Canadian Securities Administrators (the "Canadian NI 43-101 Standards"); or (ii) Item 1300 of Regulation S-K, which governs disclosures of mineral reserves in registration statements filed with the SEC. Information contained in this document describing mineral deposits may not be comparable to similar information made public by companies subject to the reporting and disclosure requirements of Canadian or United States securities laws.

This Presentation contains estimates of Mineral Resources and Ore Reserves, and Production Targets, at Develop's existing projects, as well as for the Woodlawn Project.

Develop Mineral Resources and Ore Reserves – Competency Statement

The information in this Presentation that relates to:

• exploration results for the Sulphur Springs Project has been extracted from the ASX Announcement titled "Strong infill and exploration drilling results" dated 8 December 2021 and ASX Announcement titled "More Strong Drilling Results at Sulphur Springs" dated 10 February 2022;
• mineral resources for the Sulphur Springs Project has been extracted from the ASX Announcement titled "Sulphur Springs Resource Upgrade" dated 21 March 2018;
• ore reserves for the Sulphur Springs Project has been extracted from the ASX Announcement titled "Sulphur Springs DFS Results and Reserve Upgrade" dated 10 October 2018; and
• mineral resources for the Kangaroo Caves Project has been extracted from the ASX Announcement titled "Kangaroo Caves Resource Upgrade" dated 22 September 2015,

A copy of the announcements referred to above are available on the Company's website at https://Develop.com.au/investor-centre/ or ASX's website at www.asx.com.au.

The Company confirms that it is not aware of any new information or data that materially affects the information in the announcements referred to above, and, in the case of the estimates of Develop's mineral resources and ore reserves, all material assumptions and technical parameters underpinning the estimates in the relevant announcements continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Persons' findings are presented in this presentation have not been materially modified from the original market announcement.

The information in this Presentation that relates to mineral resources for the Whim Creek Project has been extracted from the ASX Announcement titled "Updated Whim Creek Scoping Study – Evelyn and New Study Work Add Exceptional Value" released by Anax Metals Limited dated 17 January 2022. A copy of this announcement is available on the Company's website at https://Develop.com.au/investor-centre/ or ASX's website at www.asx.com.au.

Information Regarding the Woodlawn Project

The information in this Presentation regarding the Woodlawn Project, including information relating to production, recoveries, mineral resources and reserves estimates, life of mine plans, DFS results and historic financial information (including historical expenditure) has been sourced using publicly available information and has not been independently verified by the Company. The Company has undertaken only limited due diligence in relation to the Woodlawn Project and may not be aware of all the material information, assumptions, facts and circumstances. Accordingly, the Company does not, subject to the Corporations Act, make any representation or warranty, express or implied, as to the accuracy or completeness of this information. While the Company has conducted certain due diligence in connection with the Woodlawn Project, the Company is unable to verify the accuracy or completeness of the information provided, and there is no assurance that this due diligence was conclusive and that all material issues and risks in relation to the Woodlawn Project have been identified. Receipt of new, additional or updated information, assumptions or modifying factors may change production targets, recoveries, mineral resource and reserves estimates, life of mine plans, DFS results and other forward-looking statements concerning the Woodlawn Project in this Presentation. To the extent that this information is incomplete, incorrect, inaccurate or misleading, there is a risk that the profitability and future results of the operations of the Company following the acquisition of the Woodlawn Project may differ (including in a materially adverse way) from the Company's expectations as reflected in this Presentation, or that additional liabilities may emerge.

Please refer to Slide 28 (including the risks entitled "Proposed Acquisition", "Due Diligence risk", "Analysis of acquisition opportunity" and "Re-start and ramp-up of the Woodlawn Project") in Appendix A.

Production Targets

The information in this Presentation that relates to production targets for the Sulphur Springs Project has been extracted from the ASX Announcement titled "Sulphur Springs DFS Results and Reserve Upgrade" dated 10 October 2018. A copy of that announcement is available on the Company's website at https://Develop.com.au/investor-centre/ or ASX's website at www.asx.com.au.

The Company confirms that all material assumptions underpinning the production targets, and the forecast financial information derived from such production targets, continue to apply and have not materially changed.

A proportion of the production targets for the Sulphur Springs Project is based on an inferred mineral resource. There is a low level of geological confidence associated with inferred mineral resources and there is no certainty that further exploration work will result in determination of indicated mineral resources or that the production target itself will be realised.

Acknowledgement and agreement

By accepting, accessing or reviewing this Presentation, potential investors and all other recipients acknowledge and agree to the terms set out in this "Disclaimer" section of this Presentation and in the "Foreign selling restrictions" section of this Presentation.

WOODLAWN: A COMPELLING ACQUISITION

ACQUISITION INCLUDES AN UNDERGROUND MINE, NEW PROCESSING PLANT, SIGNIFICANT JORC RESERVE AND RESOURCE, ALL ESTABLISHED AT A COST OF ~A\$340M

• Develop has agreed to buy the Woodlawn zinc-copper mine in NSW and the extensive tenement package for \$30m upfront plus success-driven milestone payments
• Prior owners invested ~A\$340m in the significant re-development of the operation; including constructing a new box-cut, establishing underground Development and infrastructure to ~300m below surface and a 1.0Mtpa processing plant
• Woodlawn acquisition meets all Develop's strategic and key investment criteria:
• Future-facing metals (copper and zinc) in a Tier-1 location
• World-class geology: VMS system, strong and profitable historic production, significant potential to grow the inventory
• Outstanding value for money: Purchase price upfront is <10% of the previously invested capital
• The mine had a profitable 20-year production record, producing 13.8Mt at 19.7% ZnEq (8.9% Zn, 1.6% Cu, 3.6% Pb, 0.5g/t Au, 74g/t Ag)1
• Quality VMS geological endowment yet historically underexplored;
• Existing U/G Reserve of 3.1Mt @ 13.1% ZnEq2 and Resource of 7.4Mt @ 15.2% ZnEq2
• Mineralisation hosted in VMS geological system with numerous lenses which all remain open at depth
• Develop initial emphasis will be on growing inventory by extending known high-grade lenses immediate construction of 1,000m underground development planned to enable drilling from underground
• Combination with rapidly emerging Sulphur Springs copper-zinc-silver project will transform the Company into a major base metals group centered on future-facing metals in tier-one locations
• Develop to raise A\$50 million via A\$25m placement and A\$25m accelerated non-renounceable entitlement offer (ANREO) at a 5% premium to 5-day VWAP, plus a Director Placement to raise up to an additional A\$1 million 1. Data relates to the operational period of the Woodlawn project between 1978 and 1998, and is based on publicly available information reported by Heron. Develop has not independently verified this information. Zn equivalent calculation based on formula applied by Heron in its ASX

announcement "Woodlawn Mineral Resource and Ore Reserve statement 2019" dated 30 October 2019.

^2. See Heron Resources Limited's ASX announcement "Woodlawn Mineral Resource and Ore Reserve statement 2019" dated 30 October 2019. Develop will complete a review of Heron's previously stated ore reserves and mineral resources (using its own economic assumptions and modifying factors), and will release an updated ore reserve and mineral resource to the market in due course.

^3. Completion of the Proposed Acquisition is subject to a number of conditions precedent, and the successful recommencement and Development of the Woodlawn Project is subject to a number of risks and uncertainties. Refer to Appendix C for further details regarding the terms of the Proposed Acquisition, including the conditions precedent, and to the Key Investment Risks (including the risks entitled "Proposed Acquisition", "Due Diligence risk", "Analysis of acquisition opportunity" and "Re-start and ramp-up of the Woodlawn Project") in Appendix A.

^4. Refer to the section entitled "Information regarding the Woodlawn Project" on slide 5 in relation to the information in this Presentation that relates to the mineral resources and ore reserves estimates for the Woodlawn Project.

OVERVIEW OF WOODLAWN PROJECT

WOODLAWN IS A HIGH-GRADE VMS BASE METAL SYSTEM IN THE WORLD-CLASS LACHLAN FOLD BELT

1. See Heron Resources Limited's ASX announcement "Woodlawn Mineral Resource and Ore Reserve statement 2019" dated 30 October 2019. Develop will complete a review of Heron's previously stated ore reserves and mineral resources (using its own economic assumptions and modifying factors), and will release an updated ore reserve and mineral resource to the market in due course.

2. Data relates to the operational period of the Woodlawn project between 1978 and 1998, and is based on publicly available information reported by Heron. Develop has not independently verified this information. Zn equivalent calculation based on formula applied by Heron in its ASX announcement "Woodlawn Mineral Resource and Ore Reserve statement 2019" dated 30 October 2019.

3. Refer to the section entitled "Information regarding the Woodlawn Project" on slide 5 in relation to the information in this Presentation that relates to the mineral resources and ore reserves estimates for the Woodlawn Project.

KEY TRANSACTION TERMS

A\$30 MILLION UPFRONT CONSIDERATION WITH CONTINGENT PAYMENTS STRUCTURED TO ALIGN WITH SUCCESS

Acquisition	• Develop proposes to acquire 100% of the shares in Heron Resources Limited (administrators appointed) (Heron), which owns the Woodlawn Project. • Develop proposes to undertake this acquisition by way of a deed of company arrangement (DOCA) and pursuant to an application to transfer all of the shares in Heron under section 444GA of the Corporations Act 2001 (Cth) (Corporations Act). • The key terms of the DOCA are outlined on slide 38.
Upfront consideration	• Upfront consideration of A\$30 million payable to Heron secured and unsecured creditors on effectuation of the DOCA, comprised of: • A\$15 million payable in cash; and • A\$15 million payable by the issue of approximately 4.78 million new fully paid ordinary shares in Develop, at an issue price of \$3.1362 per share (being the 5 trading day VWAP before the date of the agreements with Heron's secured creditors).
Contingent consideration	• Aggregate contingent consideration of up to A\$70 million payable to Orion as follows (subject to certain milestones being met): • A\$12.5 million cash / scrip payable upon definition of 550kt of Zn eqv underground JORC reserves • A\$7.5 million cash / scrip payable upon definition of 680kt of Zn eqv underground JORC reserves • A\$20.0 million cash / scrip payable upon a positive final investment decision in respect of the Woodlawn Project • A\$30.0 million cash / scrip payable upon 18 months of continuous commercial production at the Woodlawn Project • Develop can elect to satisfy the contingent consideration in cash, Develop fully paid ordinary shares or a combination of both. Any issue of shares under the contingent consideration is subject to Develop shareholder approval, and will be at deemed issue prices based on the 5 trading day VWAP prior to the relevant milestone being met.
Secured Creditor Support	• Orion, Nomad and Castlelake (who, together, hold in aggregate more than 50% of the value of the total claims against Heron) have each executed binding Co-operation Deeds with Develop pursuant to which those creditors have agreed to vote in favour of the DOCA proposed by Develop. • The key terms of each of these Co-operation Deeds are outlined on slide 39.
Indicative Timing	• Heron Second Creditors' Meeting to approve Transaction – Late February • Signing of DOCA – Immediately following Second Creditors' Meeting • Anticipated satisfaction of all Conditions Precedent – April 2022 • Completion of Acquisition – April 2022
Advisors	• Sternship Advisers is acting as corporate advisor and Ashurst is acting as legal advisor to Develop

STRATEGIC RATIONALE

ACQUISITION CONSISTENT WITH DECARBONISATION VISION AND LEVERAGES DEVELOP'S UNIQUE CAPABILITIES

	Consistent with Develop's strategy of future facing metals (Cu & Zn) in a Tier 1 jurisdiction
	World class geology – VMS system with significant potential for inventory growth (lenses remain open)
	Long profitable 20 year history of high-grade production (13.8Mt @ 19.7% ZnEq)1
	Substantial existing infrastructure already in place with ~A\$340m invested by Heron
	Outstanding value for money – upfront purchase price is <10% of previously invested capital
	Ability to leverage Develop's underground mining team and expertise
	Different operational strategy with historical issues well understood and able to be addressed by Develop
	Combination with Sulphur Springs transforms Develop into a major base metals group centered on future facing metals

1. Data relates to the operational period of the Woodlawn project between 1978 and 1998, and is based on publicly available information reported by Heron. Develop has not independently verified this information. Zn equivalent calculation based on formula applied by Heron in its ASX announcement "Woodlawn Mineral Resource and Ore Reserve statement 2019" dated 30 October 2019.

^2. Refer to the section entitled "Information regarding the Woodlawn Project" on slide 5 in relation to the information in this Presentation that relates to the mineral resources and ore reserves estimates for the Woodlawn Project.

^3. Completion of the Proposed Acquisition is subject to a number of conditions precedent, and the successful recommencement and development of the Woodlawn Project is subject to a number of risks and uncertainties. Refer to slide 9 and Appendix C for further details regarding the terms of the Proposed Acquisition, including the conditions precedent, and to the Key Investment Risks (including the risks entitled "Proposed Acquisition", "Due Diligence risk", "Analysis of acquisition opportunity" and "Re-start and ramp-up of the Woodlawn Project") in Appendix A.

HISTORY OF WOODLAWN

SUBSTANTIAL INFRASTRUCTURE IN PLACE

~\$340M INVESTED TO DATE – CONSTRUCTION COMPLETED IN 2019

HISTORICAL LEARNINGS

LEARNINGS FROM WOODLAWN'S HISTORICAL ISSUES TO BE ADDRESSED BY DEVELOP

#	Heron Historical Key Issues	Develop Strategy / Learnings
1	Significant cost overrun and delays on construction of project	 Project now constructed and infrastructure already in place  Development only 25m away from the high-grade Kate Lens
2	Heron's mine plan relied heavily on reprocessing tailings – encountered recoverability issues during ramp-up	 Focussed on defining a robust underground only mine plan, where metallurgy is well known given historical production  Tailings to potentially add additional value once operations are stable
3	Underground mining productivity issues during ramp-up – did not reach main Kate Lens prior to C&M	 Develop able to leverage its underground mining team and expertise to significantly improve productivity
4	Insufficient working capital buffer to resolve ramp-up issues	 Develop's scale allows it to be well capitalised ahead of production restart  To ensure sufficient buffer to work through plant commissioning
5	Onset of COVID pandemic exacerbated issues above	 Develop's strategy in the near-term is to focus on defining a robust underground mining inventory – significantly reduced impact from COVID relative to being in production

1. Develop's ability to successfully recommence and Develop the Woodlawn Project is subject to a number of risks and uncertainties. Refer to the Key Investment Risks (including the risks entitled "Proposed Acquisition", "Due Diligence risk", "Analysis of acquisition opportunity", "Restart and ramp-up of the Woodlawn Project" and "Development of projects") in Appendix A.

EXPLORATION POTENTIAL

POTENTIAL TO BECOME A LARGE MINERAL SYSTEM AKIN TO GOLDEN GROVE AND ROSEBERY

• Large mineral system; multiple lenses on multiple zones – open at depth and along strike
• Potential akin to Golden Grove and Rosebery
• Untested compared with other VMS mines
• Multiple lenses totally open at depth
• Numerous exploration targets identified

IN-MINE GROWTH POTENTIAL

SIGNIFICANT POTENTIAL WITH VARIOUS UNTESTED CONDUCTORS AND OPEN LENSES

• Potential for extension of known lenses and for discovery of additional lenses
• Very limited step-out drilling historically
• Known high-grade lenses remain open
• DHEM data confirms untested conductors at depth
• Leading consultants NewExco identified numerous exploration targets in the due diligence

WOODLAWN GROWTH STRATEGY

DEVELOP TO SPEND ~A\$30M OVER 24 MONTHS, FOCUSSING ON GROWING UNDERGROUND INVENTORY

• Extensions of deposit is historically underdrilled - Kate lens was only discovered in 2013, c.40yrs post initial discovery
• Develop to spend ~A\$30m over 24 months on inventory growth and C&M
• ~1,000m underground Development to establish multiple drilling platforms
• ~33km of underground diamond drilling to build inventory, targeting:
  • Extensions of known high-grade lenses (open in a number of areas)
  • Untested EM conductors
  • Additional mineralized horizons

WOODLAWN GROWTH STRATEGY

TARGETING 7-10 YEAR INITIAL MINE LIFE FROM UNDERGROUND SOURCES

• Proposed drill drive take-off dewatered, powered, ventilated and ready for development
• Allows Develop to drill year round and effectively conduct DHEM (given interference of surface infrastructure without UG platform)
• Extension of C lens (main source of historical production) historically untested – will form key focus of Develop
• Targeting Underground mining inventory to underpin a 7-10 year initial mine life

REGIONAL EXPLORATION POTENTIAL

SIGNIFICANT REGIONAL LANDHOLDING IN PROSPECTIVE LACHLAN FOLD BELT

• Extensive 1,372km2 position over prospective stratigraphy in the highly regarded Lachlan Fold Geological Belt
• Proven prospectivity with several historic mining centres
• Currawang (10km from Woodlawn) historical prod 0.5Mt @ 13%Zn, 1.6%Cu, 2.2%Pb
• Cowley Hills (2km from Woodlawn)
• Limited systematic exploration for >30 years

DEVELOP POST ACQUISITION

Acquisition transforms Develop into a major base metals group centered on future-facing metals in Tier 1 locations

Three advanced high-grade base metal projects in Tier 1 jurisdictions

World class geology with significant growth potential

Potential to be a multi-asset producer with associated diversification benefits

Synergistic blending opportunity of concentrate offtakes between Woodlawn and Sulphur Springs concentrates

Woodlawn & Sulphur Springs products fully unencumbered (no offtakes committed)

1. Completion of the Proposed Acquisition is subject to a number of conditions precedent, and the successful recommencement and Development of the Woodlawn Project is subject to a number of risks and uncertainties. Refer to slide 9 and Appendix C for further details regarding the terms of the Proposed Acquisition, including the conditions precedent, and to the Key Investment Risks (including the risks entitled "Proposed Acquisition", "Due Diligence risk", "Analysis of acquisition opportunity", "Re-start and ramp-up of the Woodlawn Project" and "Resource and reserve estimates") in Appendix A. 2. Refer to the section entitled "Mineral Resources and Ore Reserves Reporting" on slides 5 and 6 in relation to the information in this Presentation that relates to the mineral resources and ore reserves estimates for the Woodlawn Project, Sulphur Springs Project, Whim Creek Project (as applicable).

DEVELOP POST ACQUISITION

THREE ADVANCED STAGE HIGH GRADE BASE METAL PROJECTS IN A TIER 1 JURISDICTION

WOODLAWN	SULPHUR SPRINGS	WHIM CREEK

Project	Woodlawn Cu-Zn-Pb
Ownership	100%
Location	NSW
Stage	C&M - constructed & permitted Focussing on exploration
Reserves	U/G only: 3.1Mt @ 13.1%ZnEq (1.6%Cu, 5.2% Zn, 1.8%Pb) Total: 12.4Mt @ 7.8%ZnEq (0.8%Cu, 3.0%Zn, 1.4%Pb)
Resources	U/G only: 7.4Mt @ 15.2%ZnEq (1.9%Cu, 6.0% Zn, 2.2%Pb) Total: 18.2Mt @ 9.8%ZnEq (1.1%Cu, 3.7%Zn, 1.7%Pb)
Spend to date	~A\$340m

Project	Sulphur Springs Cu-Zn-Ag
Ownership	100%
Location	WA
Stage	DFS
Reserves	8.5Mt @ 2.4%CuEq (1.4%Cu, 3.1%Zn, 14g/t Ag)1
Resources	17.4Mt @ 2.7%CuEq (1.3%Cu, 4.2%Zn, 17g/t Ag)1
Spend to date	~A\$55m

Project	Whim Creek Zn-Cu-Pb
Ownership	20%
Location	WA
Stage	Updated Scoping Study
Reserves	n/a
Resources (100% basis)	Cu Resources: 8.79Mt @ 1.1%Cu, 0.9%Zn Zn Resources: 1.275Mt @ 6.6%Zn, 2.0% Pb
Spend to date	n/a

1. Copper equivalent calculated based on Zn price of US\$3,635/t, Cu price of US\$9,557/t, Pb price of US\$2,274/t, Au price of US\$1,792/oz, and Ag price of US\$22.5/oz, applying metallurgical recoveries, Refer to slide 46 for further details. Refer to the section entitled "Mineral Resources and Ore Reserves Reporting" on slide 5 in relation to the information in this Presentation that relates to the mineral resources and ore reserves estimates for the Woodlawn Project, Sulphur Springs Project and Whim Creek Project (as applicable).

A QUALITY PROJECT FOR THE ENERGY REVOLUTION

SULPHUR SPRINGS

Project update – 8 December 2021

• This update included the assays from ~25% of the resource/exploration holes drilled in the campaign
• Outstanding infill drilling results point to a significant increase in the Indicated Resource. The Eastern lens is significantly thick than expected.
• It also identified a new zinc -rich mineralisation in the hanging wall of the main deposits, results; o 20m @ 7.5% Zn and 20m @ 7.2% Zn
• The first exploration drilling has confirmed significant extensions to the known mineralization, results;
• o 49.0m @ 2.6% CuEq
• Strength of results has prompted a review of the mine plan to consider the merits of establishing an underground operation ahead of the open pit
• Develop may establish an exploration decline in CY22 to accelerate drilling from underground, which would be funded from existing cash reserves
• Many assays still pending

SULPHUR SPRINGS

Project update – 10 February 2022

CAPITAL RAISING OVERVIEW

EQUITY RAISING OVERVIEW

DEVELOP IS UNDERTAKING A A\$50 MILLION EQUITY RAISING TO FUND THE ACQUISITION AND EXPLORATION AT WOODLAWN

Overview	• Fully underwritten A\$50 million equity raising ("Equity Raise") comprising: • A\$25m institutional placement ("Placement") under Develop's Listing Rule 7.1 placement capacity; and • A\$25m 1 for 18.6 accelerated non-renounceable entitlement offer ("ANREO") • Approximately 15.2 million new fully paid ordinary shares ("New Shares") to be issued under the Equity Raise representing approximately 11% of existing Develop shares on issue
Offer Price	• All New Shares under the Equity Raise will be issued at a price of A\$3.30 per New Share, representing a: • 4.1% premium to last closing price of \$3.17 on Wednesday, 16 February 2022 (being the trading day immediately prior to the Placement) • 5.2% premium to the 5 day volume weighted average price (VWAP) to Wednesday, 16 February 2022 of \$3.1362
Use of Funds	Funds to be used for: • Upfront cash consideration payable under the Proposed Acquisition: A\$15m • Woodlawn exploration & care and maintenance costs: A\$30m • Working capital, including transaction costs associated with the Proposed Acquisition and Equity Raising: A\$5m
Ranking	• New Shares will rank equally with existing fully paid ordinary Develop shares on issue
Major Shareholder Participation	• Major shareholders Bill Beament (16%) and Mineral Resources (15%) will take up their full entitlements, totalling ~A\$8m
Director Placement	• In addition to the Placement and the ANREO, Develop intends to issue up to A\$1 million of New Shares to certain Develop directors ("Director Placement") • The Director Placement is not underwritten, does not form part of the Equity Raise and is subject to shareholder approval • Provided shareholder approval is obtained, the Director Placement will be conducted at an issue price of A\$3.30 per New Share, being the same price as under the Placement and the ANREO
Underwriting	• Fully underwritten by Canaccord Genuity (Australia) Limited, acting as Lead Manager, Underwriter and Bookrunner

Refer to Appendix D for a summary of the underwriting agreement between the Company and Canaccord Genuity (Australia) Limited, including the conditions precedent and termination events.

INDICATIVE EQUITY RAISING TIMETABLE

INDICATIVE TIMETABLE FOR THE TRANSACTION IS AS FOLLOWS

Event	Date
Announcement of the Equity Raising and Placement and Institutional Entitlement Offer open	Thursday, 17 February 2022
Announce completion of the Placement and Institutional Entitlement Offer	Monday, 21 February 2022
Trading halt is lifted and existing Develop shares resume trading on ex-entitlement basis	Monday, 21 February 2022
Record date for determining entitlement for the Entitlement Offer (7.00pm Sydney time)	Monday, 21 February 2022
Retail Entitlement Offer Booklet and Entitlement & Acceptance Form despatched and Retail Entitlement Offer opens	Thursday, 24 February 2022
Settlement of Placement and Institutional Entitlement Offer	Friday, 25 February 2022
Allotment and issue of New Shares, normal trading of New Shares issued under the Placement and Institutional Entitlement Offer	Monday, 28 February 2022
Retail Entitlement Offer closing date (5.00pm Sydney time)	Monday, 7 March 2022
Settlement of Retail Entitlement Offer	Friday, 11 March 2022
Allotment of New Shares under the Retail Entitlement Offer	Monday, 14 March 2022
Normal trading of New Shares issued under the Retail Entitlement Offer	Tuesday, 15 March 2022

APPENDIX A – KEY INVESTMENT RISKS

There are a number of risks associated with an investment in New Shares or Develop generally, as with any securities market investment. This section summarises the following key risks:

• Risks specific to the business and operations of Develop, the Offer and investment in shares in Develop (including the New Shares).
• Risks relating to the mining industry generally, which are common to copper/zinc production, development and exploration, and/or are risks to which Develop would continue to be exposed regardless of the Offer. • Risks relating to an investment in equity capital generally.
• This section does not purport to list every risk that may be associated with an investment in Develop and the New Shares now or in the future, and the occurrence or consequences of some of the risks described in this section may be partially or completely outside the control of Develop, its directors and management.

The selection of risks in this section has been based on an assessment of a combination of the probability of the risk occurring and impact of the risk if it did occur. The assessment is based on the knowledge of the directors as at the date of this Presentation, but there is no guarantee or assurance that the importance of risks will not change, or other risks will not emerge. While it may be possible to mitigate some risks, there remain a number of risks beyond the control of Develop. You should consider whether the Offer is a suitable investment having regard to the key investment risks set out in this section, as well as your own investment objectives, financial circumstances and taxation position. Develop recommends that you seek professional guidance from your stockbroker, solicitor, accountant or other independent and qualified professional advisor in relation to the Offer.

SPECIFIC RISKS

Additional requirements for capital

Develop's capital requirements depend on numerous factors. Depending on Develop's ability to generate income from its operations, Develop may require further financing in addition to amounts raised under the Offer. Any additional equity financing may dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. The terms on which debt financiers are willing to offer financing may vary from time to time depending on macro-economic conditions, the performance of Develop, and an assessment of the risk of the intended use of funds. There is no guarantee that Develop will be able to secure additional financing on terms favourable to Develop. Additionally, Develop is currently not a party to any binding offtake agreement and the ability to obtain debt financing may be tied to securing an appropriate offtake agreement in the future. Further, loan agreements and other financing arrangements such as debt facilities, convertible note issues and finance leases (and any related guarantee and security) that may be entered into by Develop may contain covenants, undertakings and other provisions which, if breached, may entitle lenders to accelerate repayment of loans and there is no assurance Develop will be able to repay such loans in the event of an acceleration. Enforcement of any security granted by Develop or default under a finance lease could also result in the loss of assets. If Develop is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programmes as the case may be.

Key personnel

Develop is dependent on the experience of its current directors and key management personnel. The future direction of Develop, including the plans proposed to be implemented by the board, are dependent on the continuation of Develop's managing director and key management personnel. Although Develop has sought, and will continue to ensure, that its current directors and key management personnel are appropriately incentivised, their continued services cannot be guaranteed. The loss of any of Develop's directors or key management personnel's services may have an adverse effect on the performance of Develop pending replacements being identified and retained or appointed by Develop.

COVID-19

The global economic outlook is highly uncertain due to the current COVID-19 pandemic. The COVID-19 pandemic is having a significant impact on global capital markets and the operation of a wide variety of businesses, including those in the mining industry.

Develop's share price may be adversely affected by the ongoing economic uncertainty, capital markets volatility or specific impacts on Develop and its operations that may arise in response to or otherwise as a result of COVID-19. Further, any measures to limit the transmission of the virus implemented by national, state and local governments (such as travel bans and quarantining) in Australia, Western Australia, or any other place that Develop may conduct operations, or deemed necessary by Develop, may adversely impact Develop's financial position and operations, including as to the availability of appropriate workers required for Develop to progress its operations and activities.

Additionally, there is a risk that there may be a COVID-19 outbreak at one or more of Develop's operational sites which may adversely impact the health and wellbeing of Develop's staff and adversely impact its operations.

The long term impacts of COVID-19 on general economic and industry conditions and consumer spending are uncertain and may adversely impact the financial and operational performance of Develop. In light of this, investors should exercise particular caution when assessing the risks associated with the Offer and an investment in Develop.

Proposed Acquisition

The Proposed Acquisition will be effected by way of a deed of company arrangement (DOCA), which must be approved by the requisite majorities of creditors of Heron in accordance with the Corporations Act 2001 (Cth). There is a risk that the DOCA will not be approved by the requisite majorities, that certain other conditions precedent to the effectuation of the deed of company arrangement will not be satisfied or waived (if applicable), or that there will be a delay in satisfaction of the conditions precedent, and that as a result, completion of the Proposed Acquisition may not occur or may be delayed, or the Proposed Acquisition may occur in a form different to that originally contemplated in this Presentation. A summary of the conditions precedent to completion of the Proposed Acquisition is set out in slide 9 and Appendix C.

If completion of the Proposed Acquisition does not occur, Develop will consider alternative uses for, or ways to return the proceeds of, any subscriptions raised under the Offer. In these circumstances, certain transaction costs such as underwriting and advisory fees will still be payable by Develop. Failure to complete the Proposed Acquisition, and/or any action required to be taken to return capital, may have an adverse impact on Develop's financial performance, financial position, and share price. In addition, the DOCA (if entered into) will release and discharge Heron from liability from unsecured "claims" against Heron, the circumstances giving rise to which occurred or arose before the time of the placement of Heron into voluntary administration. The releases and discharges will only take effect on effectuation of the DOCA. As with all deeds of company arrangement, there is a small risk that a creditor may dispute that its claim is effectively extinguished by the DOCA. In addition, there is a residual risk that a creditor may seek to terminate or vary the DOCA once executed, however Develop is not currently aware of any basis on which a creditor would seek to do so.

Due diligence risk

Develop conducted due diligence investigations in respect of the Proposed Acquisition, and Develop has relied upon information provided or disclosed by Heron in conducting its due diligence. The financial information, information on ore reserves and mineral resources and other information in relation to the Woodlawn Project included in this Presentation has been prepared by Develop (including any underlying assumptions to this information) in reliance on information provided or disclosed by Heron. As with any due diligence investigation, if any information provided and relied upon by Develop in its due diligence investigations proves to be incorrect, incomplete or misleading, or if Develop was not provided with all relevant information or there were other failings in the due diligence performed by Develop, there is a risk that there could be historical or other issues in relation to the Woodlawn Project or the Proposed Acquisition which could affect the success of the Proposed Acquisition or otherwise impact on Develop's financial position and performance.

Investors should also note that there is no assurance that the due diligence conducted was conclusive, and that all material issues and risks in respect of the Proposed Acquisition have been, or will be, identified (including issues that are material to the decision to undertake the Proposed Acquisition) and avoided or managed appropriately A material adverse issue that is not identified prior to undertaking the Proposed Acquisition could have an adverse impact on the financial performance or operations of Develop. There is a risk that issues and risks may arise which will also have a material impact on Develop (for example, Develop may later discover liabilities or defects which were not identified through due diligence or for which there is no contractual protection for Develop). This could adversely affect the operations, financial performance or position of Develop.

Further, the information reviewed by Develop in conducting its due diligence investigations includes forward looking information, which is inherently unreliable and based on assumptions that may change in the future. Therefore there is a risk that unforeseen issues and risks may arise which may also have a material impact on Develop.

Analysis of acquisition opportunity •

Develop has undertaken financial, tax, legal and commercial analysis on the Woodlawn Project, in order to determine its attractiveness to Develop and whether to acquire it. It is possible that despite such analysis and the best estimate assumptions made by Develop, the conclusions drawn are inaccurate or that synergies and benefits are not realised. Specifically, the Proposed Acquisition, and proposed development steps following it, carry risk, including potential delays and unforeseen costs, and difficulties in optimising various operations. To the extent that the actual results achieved by the Proposed Acquisition are different to those indicated by Develop's analysis, there is a risk that the profitability and future earnings of the operations of Develop may be materially different from the profitability and earnings expected.

Underwriting risk

Develop has entered into an underwriting agreement with the Lead Manager, under which the Lead Manager has agreed to fully underwrite the Offer, subject to the certain terms and conditions summarised in Appendix C of this Presentation). If certain conditions contemplated by the underwriting agreement are not satisfied, or certain events occur, the Lead Manager may be entitled to terminate the underwriting agreement. Termination of the underwriting agreement would have an adverse impact on Develop's ability to raise the maximum amount of proceeds contemplated by the Offer, which in turn may impact on Develop's ability to complete the Proposed Acquisition or otherwise apply the proceeds of the Offer in the manner contemplated by this Presentation.

Risks associated with not taking up New Shares under the Offer

On completion of the Offer, assuming that no convertible securities currently on issue are converted prior to the Record Date (for the Entitlement Offer), the total number of issued shares in Develop would increase from 140.9 to 156.3 (an increase of 11%). If eligible shareholders do not take up all of their entitlements under the Offer, then their percentage holding in Develop will be diluted.

Regulatory risks

Develop's exploration and development activities are subject to extensive laws and regulations relating to numerous matters including resource licence consents, conditions including environmental compliance and rehabilitation, taxation, employee relations, health and worker safety, waste disposal, protection of the environment, native title and heritage matters, protection of endangered and protected species and other matters.

Develop requires permits from regulatory authorities to authorise Develop's operations. These permits relate to exploration, development, production and rehabilitation activities.

Obtaining the necessary permits can be a time consuming process and there is a risk that Develop will not obtain these permits on acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining necessary permits and complying with these permits and applicable laws and regulations could materially delay or restrict Develop from proceeding with the development of a project or the operation or development of a mine. Any failure to comply with applicable laws and regulations or permits, even if inadvertent, could result in material fines, penalties or other liabilities. In extreme cases, failure could result in suspension of Develop's activities or forfeiture of one or more of its tenements.

Development of projects

Develop's Sulphur Springs Project is at a pre-development stage, and potential investors should understand that development of mineral projects is a high-risk undertaking. The Woodlawn Project has been on care and maintenance since March 2020. There is no guarantee that Develop will achieve commercial viability through any of its projects, including the Sulphur Springs Project or the Woodlawn Project (assuming the Proposed Acquisition is completed).

Develop's future development activities may be affected by a range of factors including geological conditions, limitations on activities due to seasonal weather patterns, unanticipated operational and technical difficulties, industrial and environmental accidents, native title process, changing government regulations and many other factors beyond Develop's control.

Develop's success may also depend upon (amongst other things) Develop having access to sufficient development capital, being able to maintain title to its tenements, obtaining all required approvals for its activities and recruiting appropriately skilled personnel. Many of these risks are also beyond the control of Develop.

Develop's development costs are based on certain assumptions with respect to the method and timing of development. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect Develop's viability.

Re-start and ramp-up of the Woodlawn Project

If the Proposed Acquisition completes, Develop will take ownership of the Woodlawn Project after the Woodlawn Project has been in care & maintenance for a period of approximately 23 months. All the risks associated with developing and operating a mine operation (as summarised in "Operating and project risks" below) are applicable during a production-ramp up and re-start phase. Additionally, the production ramp-up and re-start process may uncover failures or deficiencies in processes, systems, plant and equipment required for the Woodlawn Project, and addressing such failures or deficiencies may result in Develop incurring unexpected costs and production-ramp up delays. Any prolonged outage or shutdown due to technical problems or otherwise could substantially increase production costs or adversely impact Develop's financial performance.

Copper / zinc price volatility

If Develop achieves success leading to copper/zinc production, Develop's financial performance will be sensitive to the spot copper/zinc price. Copper/zinc prices, like all commodity prices, are affected by numerous factors and events that are beyond Develop's control. These factors and events include general economic activity, world demand, forward selling activity, copper/zinc reserve movements at central banks, costs of production by other copper/zinc producers and other matters such as inflationary expectations, interest rates, currency exchange rates (particularly the strength of the US dollar) as well as general global economic conditions and political trends.

If copper/zinc prices should fall below or remain below Develop's costs of production for any sustained period due to these or other factors and events, Develop's exploration and production could be delayed or even abandoned. A delay in exploration or production or the abandonment of one or more of Develop's projects may require Develop to write-down its copper/zinc reserves and may have a material adverse effect on Develop's production, earnings and financial position.

Copper / Zinc operating and development risks

Develop's ability to achieve production, development, operating cost and capital expenditure estimates on a timely basis cannot be assured. The business of copper/zinc mining involves many risks and may be impacted by factors including ore tonnes, yield, input prices (some of which are unpredictable and outside Develop's control), overall availability of free cash to fund continuing development activities, labour force disruptions, cost overruns, changes in the regulatory environment and other unforeseen contingencies. Other risks also exist such as environmental hazards (including discharge of pollutants or hazardous chemicals), industrial accidents and occupational and health hazards. Such occurrences could result in damage to, or destruction of, production facilities, personal injury or death, environmental damage, delays in mining, increased production costs and other monetary losses and possible legal liability to the owner or operator of the mine. Develop may become subject to liability for pollution or other hazards against which it has not insured or cannot insure, including those in respect of past mining activities for which it was not responsible.

These risks also mean that there can be no assurances as to the future development of a mining operation in relation to any of Develop's projects or which Develop may acquire in the future.

Potential merger and acquisition activity

As part of its current business strategy, Develop may make acquisitions or divestments of, or significant investments in, companies, products, technologies or assets. Develop may also be the subject of a change of control transaction in the future. Any such future merger and acquisition activity would be accompanied by the risks commonly encountered in making acquisitions or divestments.

MINING INDUSTRY RISKS

Exploration risk

Exploration is an inherently speculative and high-risk activity that requires significant amounts of expenditure over extended periods of time to present a reasonable probability of success. Develop's exploration activities are subject to all the hazards and risks normally encountered in the exploration of minerals, including climatic conditions, hazards of operating vehicles and plant, technical difficulties, lack of sufficient water or power sources, industrial and environmental accident, adverse changes in government policy or legislation, lack of access to sufficient funding, lack of access to sufficient infrastructure, risks associated with operating in remote areas and other similar considerations.

Conclusions drawn during mineral exploration are subject to all the uncertainties associated with all sampling techniques and to the risk of incorrect interpretation of geological, geochemical, geophysical, drilling and other data.

No assurance can be given that during the exploration process mineral resources will be defined with preferred or desirable tonnages and/or grades that would result in feasible economic extraction. Substantial expense may be incurred without the requisite or expected degree of reward.

Further, the costs of Develop's exploration activities may materially differ from its estimates and assumptions. No assurance can be given that Develop's cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect the value of Develop's shares.

Operating and project risks

Unforeseen risks can arise in the development and production phase including mining or processing issues, environmental hazards, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, labour force disruption, the unavailability of materials and plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs, unusual or unexpected geological formations, pit failures, changes in the regulatory environment, contractual disputes with offtakers, removal of access rights to the property(s) and adverse weather conditions. Such occurrences could result in damage to, or destruction of, mineral properties or production facilities, personal injury or death, environmental damage, delays in mining, monetary losses and possible legal liability.

Environmental

Develop's operations and activities are subject to the environmental laws and regulations of Australia (and Western Australia (in respect of the Sulphur Springs Project) and New South Wales (in respect of the Woodlawn Project)) and any other places Develop may conduct business. As with most mining and exploration projects, Develop's operations and activities are expected to have an impact on the environment, particularly if advanced development proceeds at any one of Develop's existing or potential future projects.

Develop attempts to conduct its operations and activities to the highest standard of environmental obligation, including compliance with all environmental laws and regulations. However, non-compliance with or breach of any conditions attached to Develop's mining or environmental licences, or the occurrence of an environmental incident, may lead to penalties or revocation of licences, a delay to Develop's operations or an increase in operating costs, and significant liability could be imposed on Develop for damages, rehabilitation and clean-up costs or penalties in the event of certain environmental damage. This would require Develop to incur significant costs and may result in an adverse impact on Develop's cash flows, financial position and performance. Additionally, pursuant to the terms of its environmental licences, Develop may be required to pay bonds or guarantees to regulators and state or federal governments. Following closure of operations at any of Develop's mines Develop will incur costs for rehabilitation of the relevant mine site. The rehabilitation costs that are incurred following closure of a mine may exceed Develop's previous estimates of those rehabilitation costs.

Further, Develop is unable to predict the effect of additional or more onerous environmental laws and regulations which may be adopted in the future, including whether any such laws or regulations would materially increase Develop's cost of doing business or affect its operations in any area. There can be no assurances that new environmental laws, regulations or stricter enforcement policies, once implemented, will not oblige Develop to incur significant expenses and undertake significant investments which could have a material adverse effect on Develop's operations, financial position and performance.

Water management

Water is a scarce commodity in much of regional Australia, and particularly in the areas in which Develop has existing or potential future operations. Water is a significant input into mine development and processing activities and access to sufficient water to support current and future activities is critical. There can be no guarantee that the cost of ensuring sufficient access to water at Develop's operations will not substantially increase in future. Reduced access to water may result in the reduction or suspension of Develop's operations.

Additionally, having and managing large quantities of water required at Develop's operations poses potential health and safety risks, environmental risks, and the risk of damage to property, in the event of a spillage or other accident.

Metallurgy

Metal and/or mineral recoveries are dependent upon the metallurgical process, and by its nature contain elements of significant risk such as identifying a metallurgical process through test work to produce a saleable product, developing an economic process route to produce a saleable product, and changes in mineralogy in the ore deposit can result in inconsistent ore grades and recovery rates affecting the economic viability of the project.

Resource and reserve estimates

Mineral resource and mineral reserve estimates must comply with the JORC Code, 2012 Edition, and are expressions of judgements based on knowledge, experience and industry practice. Estimates that are valid when made may change significantly when new information becomes available through drilling, sampling and other similar examinations.

In addition, JORC compliant mineral resource and mineral reserve estimates are necessarily imprecise and depend to some extent on geological interpretations, as well as various economic, commercial, technical, environmental and legal assumptions which may prove to be inaccurate or invalid due to the passage of time.

Should Develop encounter mineralisation or formations different from those predicted, mineral resource estimates may have to be adjusted and mining plans may have to be altered in a way which could adversely affect Develop's operations.

Tenure and forfeiture

Mining and exploration tenements are subject to periodic renewal. There is no guarantee that current or future tenements or future applications for production tenements will be approved. Tenements are subject to the applicable mining acts and regulations of the relevant jurisdiction (including Western Australia and New South Wales). The renewal of the term of a granted tenement is also subject to the discretion of the relevant Minister. Renewal or conversion conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the tenements comprising Develop's projects. The imposition of new conditions or the inability to meet those conditions may adversely affect the operations, financial position and/or performance of Develop.

In Western Australia and New South Wales, tenements may also be forfeited or cancelled during the term pursuant to an application by any party, or by the Department. Irrespective of Develop's compliance with the conditions of the tenements, and applicable mining acts and regulations, there is no guarantee that applications for forfeiture or cancellation will not be made against the tenements. Further, any exemptions from tenement conditions (if available) are subject to the discretion of the Minister for Mines and objections by third parties.

If any application for forfeiture or objection to the grant of an exemption is lodged, Develop may be required to defend such applications or objections in the Warden's Court and incur significant costs.

Access and Co-operation Arrangements

Tenements are often subject to third party interests which may require rights of access to be granted to Develop. Where Develop wishes to undertake further exploration or production works on a tenement, it may need to negotiate access over land which is the subject of a third-party interest. If access arrangements cannot be agreed, or are agreed on conditions which are unfavourable to Develop, this may adversely affect Develop's ability to explore and develop its tenements. Develop may already have existing access arrangements, which may need to be renewed or renegotiated as access to and use of the tenements changes. Renegotiation of these agreements may be costly, or adversely affect Develop's ability to explore and develop its tenements.

Develop may be required to pay costs or provide guarantees to third parties under any access and/or co-operation arrangements that currently exist or are entered into in the future in respect of the Woodlawn Project. Any termination of or failure to renew existing access and/or co-operation arrangements, or renewal of existing arrangements on terms or conditions that are unfavourable to Develop, may adversely affect Develop's ability to explore and develop the Woodlawn Project.

Native title risk

Native title or Aboriginal heritage sites or objects may exist in the areas covered by Develop's tenements. Native title and heritage legislation in the jurisdictions in which Develop operates may affect Develop's ability to gain access to prospective exploration areas or obtain required permits or licences.

If native title has been claimed, Develop may seek a native title determination authorising entry onto land where native title has been claimed. If the title grants exclusive possession, the landowner may object to a notice of entry. Entry may only be granted on specific terms and conditions, and Develop may have to pay compensation to the landowner.

If there is a determination of native title over an area the subject of the prospecting and exploration tenements held by Develop, the native title holder's consent may be required for exploration and mining to occur.

Native title could potentially impact the status, renewal and conversion of existing tenements held by Develop and may impact the future grant of new tenements. Compensation may be required to be provided by Develop to native titleholders in the form of money, transfer of property or provision of goods and services.

Decarbonisation Risk

Develop may be required in the future to transition its mining operations to decarbonised mining operations. Such a transition may be required by changing environmental legislation or regulations, changing economic conditions or changing investor or lender sentiment. Decarbonisation may require changes to Develop's actual or planned mining activities and may affect the continuing viability or profitability of those activities.

GENERAL RISKS

Risks associated with an investment in equity capital

There are general risks associated with any investment in equity capital. The trading price of Develop's shares (including the New Shares) may fluctuate with movements in equity capital markets in Australia and internationally, and may also be influenced by a number of factors, some which are specific to Develop and its operations and some which may affect listed companies generally.

Share market conditions are affected by many factors such as general economic outlook, introduction of tax reform or other new legislation, interest rates and inflation rates, changes in investor sentiment towards particular market sectors, supply/demand of capital, terrorism and other hostilities, and pandemics and associated issues.

The market price of Develop's shares can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and industrial stocks in particular. Neither Develop nor the directors warrant the future performance of Develop or any return on an investment in Develop.

Investors should be aware that there is a risk that the market price of Develop's shares may change between the date of this Presentation and the date when New Shares are issued.

In addition, a decrease in the trading price of Develop's shares may make Develop a target of takeover offers from other entities. In these circumstances, there can be no guarantee as to the price that Develop's shareholders may be offered for their shares. The overall success of a third party offer to acquire all or a portion of Develop's shares is dependent on a number of factors outside of the control of Develop.

ESG risks

There is an increasing vigilance by investors, shareholders and other interested third parties regarding environmental, social and governance (ESG) issues. An increased focus on ESG issues may:

• impact the implementation, interpretation or enforcement of legislation, regulations or formal and informal policies which affect Develop;
• influence the investment criteria, sentiment or assumptions applied by investors and lenders dealing with Develop; or
• influence the policies and negotiating positions of third parties currently contracting with Develop or who would otherwise be likely to contract with Develop in the future.

Insurance

Develop insures its operations in accordance with industry practice. However, in certain circumstances, Develop's insurance may not be of a nature or level to provide adequate insurance cover. The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect on the business, financial condition and results of Develop.

Insurance against all the risks associated with construction and engineering is not always available and, where available, costs can be prohibitive.

Liquidity and realisation risk

There can be no guarantee that an active market in Develop's shares will develop or continue, or that the market price of Develop's shares will increase. If a market does not develop or is not sustained, it may be difficult for investors to sell their shares, as there may be relative few, if any, potential buyers or sellers of Develop's shares on ASX at any time.

Tax

Future changes in taxation law, including changes in the interpretation or application of the law by the courts or taxation authorities, may affect taxation treatment of an investment in Develop shares or the holding and disposal of those shares. Further, changes in tax law, or changes in the way tax law is expected to be interpreted, in the various jurisdictions in which Develop operates, may impact the future tax liabilities and performance of Develop. It is also possible for the jurisdictions in which Develop operates to increase the rate on which royalty is assessed with respect to the extraction and sale of copper/zinc and related products.

Shareholders are urged to obtain independent financial advice about the consequences of acquiring any New Shares under the Offer.

Develop, its advisors and its officers do not accept any responsibility or liability for any taxation consequences to shareholders resulting from the Offer.

Other general risks

The operating and financial performance of Develop is influenced by a variety of general economic and business conditions, including levels of consumer spending, inflation, interest rates and exchange rates, supply and demand, industrial disruption, access to debt and capital markets and government fiscal, monetary and regulatory policies. Changes in general economic conditions may result from many factors including government policy, international economic conditions, significant acts of terrorism, hostilities or war, epidemic or pandemic or natural disasters. A prolonged deterioration in general economic conditions including an increase in interest rates or a decrease in consumer and business demand, could be expected to have an adverse impact on Develop's operating and financial performance and financial position.

Develop's future possible revenues and share prices may be affected by these factors, which are beyond the control of Develop:

• Default by a party to any contract to which Develop is, or may become, a party;
• Insolvency or other managerial failure by any of the sub-contractors used by Develop in its activities;
• Industrial disputation by Develop's workforce or the workforce of its sub-contractors;
• Acts of war and terrorism or the outbreak or escalation of international hostilities and tensions; or
• Epidemics or pandemics (including COVID-19).

Dividends

Any future payment of dividends by Develop will be at the discretion of the board and will depend on the financial position of Develop, future capital requirements, business operations and other factors considered relevant by the board at the time. No assurance in relation to the payment of dividends or franking credits attaching to dividends can be given by Develop

Unknown Risks

Additional risks and uncertainties not currently known to Develop may also have a material adverse effect on Develop's financial and operational performance and the information set out in this Presentation regarding the key operational and investment risks does not purport to be, nor should it be construed as representing, an exhaustive list of the risks.

APPENDIX B – FOREIGN SELLING RESTRICTIONS

INTERNATIONAL OFFER RESTRICTIONS

This Presentation does not constitute an offer of New Shares in any jurisdiction in which it would be unlawful. In particular, this Presentation may not be distributed to any person, and the New Shares may not be offered or sold, in any country outside Australia except to the extent permitted below.

Canada (British Columbia, Ontario and Quebec provinces)

This Presentation constitutes an offering of New Shares only in the Provinces of British Columbia, Ontario and Quebec (the "Provinces"), only to persons to whom New Shares may be lawfully distributed in the Provinces, and only by persons permitted to sell such securities. This Presentation is not a prospectus, an advertisement or a public offering of securities in the Provinces. This Presentation may only be distributed in the Provinces to persons who are "accredited investors" within the meaning of National Instrument 45-106 – Prospectus Exemptions, of the Canadian Securities Administrators.

No securities commission or authority in the Provinces has reviewed or in any way passed upon this Presentation, the merits of the New Shares or the offering of the New Shares and any representation to the contrary is an offence.

No prospectus has been, or will be, filed in the Provinces with respect to the offering of New Shares or the resale of such securities. Any person in the Provinces lawfully participating in the offer will not receive the information, legal rights or protections that would be afforded had a prospectus been filed and receipted by the securities regulator in the applicable Province. Furthermore, any resale of the New Shares in the Provinces must be made in accordance with applicable Canadian securities laws. While such resale restrictions generally do not apply to a first trade in a security of a foreign, non-Canadian reporting issuer that is made through an exchange or market outside Canada, Canadian purchasers should seek legal advice prior to any resale of the New Shares.

Develop, as well as its directors and officers, may be located outside Canada and, as a result, it may not be possible for purchasers to effect service of process within Canada upon Develop or its directors or officers. All or a substantial portion of the assets of Develop and such persons may be located outside Canada and, as a result, it may not be possible to satisfy a judgment against Develop or such persons in Canada or to enforce a judgment obtained in Canadian courts against Develop or such persons outside Canada.

Any financial information contained in this Presentation has been prepared in accordance with Australian Accounting Standards and also comply with International Financial Reporting Standards and interpretations issued by the International Accounting Standards Board. Unless stated otherwise, all dollar amounts contained in this Presentation are in Australian dollars.

Statutory rights of action for damages and rescission. Securities legislation in certain Provinces may provide a purchaser with remedies for rescission or damages if an offering memorandum contains a misrepresentation, provided the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's Province. A purchaser may refer to any applicable provision of the securities legislation of the purchaser's Province for particulars of these rights or consult with a legal adviser.

Certain Canadian income tax considerations. Prospective purchasers of the New Shares should consult their own tax adviser with respect to any taxes payable in connection with the acquisition, holding or disposition of the New Shares as there are Canadian tax implications for investors in the Provinces.

Language of documents in Canada. Upon receipt of this Presentation, each investor in Canada hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the New Shares (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réception de ce document, chaque investisseur canadien confirme par les présentes qu'il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d'achat ou tout avis) soient rédigés en anglais seulement.

China

This Presentation has not been approved by, nor registered with, any competent regulatory authority of the People's Republic of China (excluding, for purposes of this paragraph, Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan). Accordingly, the New Shares may not be offered or sold, nor may any invitation, advertisement or solicitation for New Shares be made from, within the PRC. This Presentation does not constitute an offer of New Shares within the PRC.

The New Shares may not be offered or sold to legal or natural persons in the PRC other than to: (i) "qualified domestic institutional investors" as approved by a relevant PRC regulatory authority to invest in overseas capital markets; (ii) sovereign wealth funds or quasi-government investment funds that have the authorization to make overseas investments; or (iii) other types of qualified investors that have obtained all necessary PRC governmental approvals, registrations and/or filings (whether statutorily or otherwise).

Hong Kong

WARNING: This Presentation has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). Accordingly, this Presentation may not be distributed, and the New Shares may not be offered or sold, in Hong Kong other than to "professional investors" (as defined in the SFO and any rules made under that ordinance).

No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors. No person allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities.

The contents of this Presentation have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this Presentation, you should obtain independent professional advice.

INTERNATIONAL OFFER RESTRICTIONS

New Zealand

This Presentation has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the "FMC Act").

The New Shares are not being offered to the public within New Zealand other than to existing shareholders of Develop with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021.

Other than in the entitlement offer, the New Shares may only be offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) to a person who:

• is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;
• meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;
• is large within the meaning of clause 39 of Schedule 1 of the FMC Act;
• is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or
• is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.

Singapore

This Presentation and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this Presentation and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part 13 of the Securities and Futures Act 2001 of Singapore (the "SFA") or another exemption under the SFA.

This Presentation has been given to you on the basis that you are an "institutional investor" or an "accredited investor" (as such terms are defined in the SFA). If you are not such an investor, please return this Presentation immediately. You may not forward or circulate this Presentation to any other person in Singapore.

Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

Switzerland

The New Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange or on any other stock exchange or regulated trading facility in Switzerland. Neither this Presentation nor any other offering or marketing material relating to the New Shares constitutes a prospectus or a similar notice, as such terms are understood under art. 35 of the Swiss Financial Services Act or the listing rules of any stock exchange or regulated trading facility in Switzerland. No offering or marketing material relating to the New Shares has been, nor will be, filed with or approved by any Swiss regulatory authority or authorised review body. In particular, this Presentation will not be filed with, and the offer of New Shares will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA).

Neither this Presentation nor any other offering or marketing material relating to the New Shares may be publicly distributed or otherwise made publicly available in Switzerland. The New Shares will only be offered to investors who qualify as "professional clients" (as defined in the Swiss Financial Services Act). This Presentation is personal to the recipient and not for general circulation in Switzerland.

United Kingdom

Neither this Presentation nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the New Shares.

The New Shares may not be offered or sold in the United Kingdom by means of this Presentation or any other document, except in circumstances that do not require the publication of a prospectus under section 86(1) of the FSMA. This Presentation is issued on a confidential basis in the United Kingdom to "qualified investors" within the meaning of Article 2(e) of the UK Prospectus Regulation. This Presentation may not be distributed or reproduced, in whole or in part, nor may its contents be disclosed by recipients, to any other person in the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the New Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of the FSMA does not apply to Develop.

In the United Kingdom, this Presentation is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 ("FPO"), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investment to which this Presentation relates is available only to relevant persons. Any person who is not a relevant person should not act or rely on this Presentation.

APPENDIX C – SUMMARY OF KEY TRANSACTION AGREEMENTS

KEY TERMS OF THE DOCA

Overview	• Develop proposes to acquire 100% of the shares in Heron, which owns the Woodlawn Project, pursuant to a DOCA and an application to transfer all of the shares in Heron under section 444GA of the Corporations Act. • The DOCA extinguishes all historical claims of Heron to enable Develop to acquire Woodlawn unencumbered.
Execution risk	• Entry into the DOCA must be authorised by the requisite majority at the second creditors' meeting for the Heron Group. • To facilitate the execution of the DOCA, Develop has entered into Co-operation Deeds with Orion, Castlelake and Nomad, who, in aggregate, hold over 50% of the total value of all claims against the Heron Group. The key terms of these Co-operation Deeds are outlined on slide 39.
Key terms of the DOCA	• Develop will pay to the Administrators an amount of A\$8.5 million, which will be settled into a creditors' trust fund on effectuation of the DOCA for payment of the Administrators' fees and expenses, and to provide a distribution to the unsecured creditors of Heron (Trust Fund Contribution) • Conditions precedent to the effectuation of the DOCA are: • Payment of the Trust Fund Contribution; • Court approval of the transfer of the Heron shares to Develop pursuant to section 444GA of the Corporations Act; • ASIC relief for the purposes of section 606 of the Corporations Act; • Ministerial approval for the change of control relating to Heron's tenements; and • Execution of any documents necessary to release the securities held by Castlelake, Orion and Nomad. • On effectuation of the DOCA: • all claims against the Heron Group will be extinguished and released; • the Trust Fund Contribution will be settled in the creditors' trust; and • all of the shares in Heron will be transferred to Develop.
Termination	• The DOCA will terminate (otherwise than upon effectuation in accordance with its terms) where: (1) completion of the DOCA does not occur; (2) the court makes an order under section 445D of the Corporations Act; or (3) where creditors resolve so at a meeting.
Indicative Timing	• Heron Second Creditors' Meeting to approve transaction – Late February • Signing of DOCA – Immediately following Second Creditors' Meeting • Anticipated satisfaction of all Conditions Precedent – April 2022 • Completion of Acquisition – April 2022

KEY TERMS OF THE CO-OPERATION DEEDS

Overview	• Develop has entered into binding Co-operation Deeds with Nomad, Orion and Castelake (who hold in aggregate more than 50% of the value of the total claims against Heron), pursuant to which those creditors have agreed to vote in favour of the DOCA proposed by Develop, and to release all securities held over assets of the Heron Group. In exchange, Develop has agreed to provide certain consideration to those parties, all of which is conditional on effectuation of the DOCA.
Orion Co-operation Deed	• Up front consideration of A\$5 million cash, and A\$15 million in Develop fully paid ordinary shares payable to Orion on effectuation of the DOCA. • Aggregate contingent consideration of up to A\$70 million payable to Orion as follows (subject to certain milestones being met): • A\$12.5 million cash / scrip payable upon definition of 550kt of Zn eqv underground JORC reserves • A\$7.5 million cash / scrip payable upon definition of 680kt of Zn eqv underground JORC reserves • A\$20.0 million cash / scrip payable upon a positive final investment decision in respect of the Woodlawn Project • A\$30.0 million cash / scrip payable upon 18 months of continuous commercial production at the Woodlawn Project • Develop can elect to satisfy the contingent consideration in cash, Develop fully paid ordinary shares or a combination of both. Any issue of shares under the contingent consideration is subject to Develop shareholder approval, and will be at deemed issue prices based on the 5 trading day VWAP prior to the relevant milestone being met. • All Orion debt incurred prior to Heron's entry into voluntary administration will be extinguished and released under the DOCA, and all securities held in relation to that debt, released via the Co-operation Deed. • Orion debt incurred during the administration period (administrator loans) will also be released, simultaneously with the releases under the DOCA.
Castlelake Co-operation Deed	• Up front consideration of A\$1.5 million payable to Castlelake on effectuation of the DOCA. • All Castlelake debt will be extinguished and released under the DOCA, and all securities held in relation to that debt, released via the Co-operation Deed.
Nomad Co-operation Deed	• Nomad will receive no up front consideration in exchange for entering into the Co-operation Deed. • Instead, Develop agrees that the existing Nomad stream arrangement will remain in place, subject to the following changes: • The aggregate amount of silver to be delivered to Nomad will be capped at A\$27 million • A secondary stream will be introduced in respect of tailings, under which Tarago Operations Pty Ltd (Tarago)(at the hands of Develop) will pay A\$1.0 million for every 1Mt of tailings ore processed at a certain tenement at the Woodlawn Project, capped at \$10 million. • The stream arrangement is conditional on effectuation of the DOCA. • All Nomad debt will be extinguished and released under the DOCA, and all securities held in relation to that debt, released via the Co-operation Deed.
Termination of Co-operation Deeds	• The Co-operation Deeds have no express termination rights in favour of any party. • If the DOCA does not effectuate for any reason, Develop will not be required to pay the above amounts to Orion, Castlelake or Nomad. • The stream agreement in favour of Nomad (to be entered into after effectuation of the DOCA) may be terminated by Nomad if one of the following events occurs and is not remedied within 10 business days: i) Tarago fails to pay any amounts due under that agreement to Nomad,; ii) any of the representations given are false or misleading; iii) the agreement is repudiated by Tarago; iv) any of Tarago's officers or employees breach anti-money laundering legislation or anti-corruption laws; and v) insolvency of Tarago.

KEY TERMS OF THE CREDITORS' TRUST

Overview	• The DOCA requires that a creditors' trust be formed to accelerate Heron's exit from administration and result in control of Heron returning to its directors immediately upon effectuation of the DOCA. • The creditors' trust enables the claims of Heron's creditors to be converted into claims against the trust (as beneficiaries), and enables payment of those claims in accordance with the terms of the Creditors' Trust Deed. • Develop is not a party to the Creditors' Trust Deed.
Trustee Powers	• The Trustees of the Creditors' Trust will become solely responsible to beneficiaries of the trust for: • Determining the amounts to be distributed to each beneficiary; • Making any distributions to beneficiaries; • Administering the trust property (including the Trust Fund Contribution (as defined on slide 38); • Compromising any debt or claim on such terms as he Trustees see fit; and • Doing anything else that is necessary or convenient for administering the Creditors' Trust.
Key terms of the Creditors' Trust Deed	• The Creditors' Trust will comprise of a Preserved Employee Fund and an Unsecured Creditor Fund: • The Preserved Employee Fund will be distributed to repay the admitted priority claims of all Heron Group employees; • The Unsecured Creditor Fund will be distributed as follows: • Certain government and statutory authorities will be paid in full; • Unsecured creditors with admitted claims of A\$5,000 or less will be paid in full; and • Unsecured creditors with admitted claims of greater than A\$5,000 will receive a pro-rata distribution from the remaining funds. • Any other moneys held in the trust (that are not part of the Preserved Employee Fund or the Unsecured Creditor Fund) will be used to repay the Administrators' and Trustees' fees and expenses. • Any surplus remaining after payment of the above will be paid to Orion in repayment of the loan given by Orion to the Administrators. • The claims that are admissible to proof in the Creditors' Trust are limited to those that arose on or before the date of appointment of the Administrators to the Heron Group, being 16 July 2021.
Estimated return under the Creditors' Trust Deed	• It is estimated that the returns to creditors under the Creditors' Trust Deed are greater than the returns that creditors would receive, were the Heron Group to be wound up and liquidated.
Termination	• The Creditors' Trust Deed will terminate when the Trustees have distributed all the trust property in accordance with its terms.

APPENDIX D – UNDERWRITING AGREEMENT SUMMARY

UNDERWRITING AGREEMENT SUMMARY

Develop has entered into an underwriting agreement with the Lead Manager (Underwriting Agreement), pursuant to which the Lead Manager is acting as sole lead manager, underwriter and bookrunner of the Equity Raise, subject to the terms and conditions of the Underwriting Agreement. The primary obligation of the Lead Manager is to underwrite and subscribe, or procure subscriptions, and pay or procure payment of the offer price, for all New Shares offered under the Equity Raise.

In accordance with the Underwriting Agreement, as is customary with these types of underwriting arrangements:

• Develop has (subject to certain limitations) agreed to indemnify the Lead Manager, its affiliates and related bodies corporate and each of their respective directors, officers, employees, agents and advisers from and against all losses directly or indirectly suffered or incurred in connection with the Equity Raise; and
• Develop and the Lead Manager have given certain representations, warranties and undertakings in connection with (among other things) the conduct of the Equity Raise.

Conditions

.

The Lead Manager's obligation to underwrite the Equity Raise is subject to the conditions precedent in the Underwriting Agreement. The conditions precedent are generally customary for an underwriting agreement of this kind, and include conditions precedent in relation to the proposed acquisition.

Unqualified termination rights

The Lead Manager may terminate its obligations under the Underwriting Agreement if any of the following events occurs:

• A statement in the Equity Raise documents (including ASX announcements and this Presentation) (Equity Raise Documents) does not comply with the Corporations Act in any material particular (including if a statement in any of the Equity Raise Documents is or becomes misleading or deceptive or is likely to mislead or deceive, including by omission) or a matter required to be included is omitted from the Equity Raise Documents.
• The DOCA is not approved by the requisite majority at the second creditors' meeting, or is not subsequently executed following such approval, or the deed administrators (Deed Administrators) are removed or replaced by the court (otherwise than upon effectuation of the DOCA in accordance with its terms), except as a result of incapacity, or the DOCA is terminated (otherwise than upon effectuation in accordance with its terms), varied in any material respect or set aside, other than a variation approved in writing by the Lead Manager acting reasonably.
• A cleansing notice in connection with the Equity Raise is or becomes defective or any amendment or update to such a cleansing notice is issued or is required under the Corporations Act to be issued which is materially adverse from the point of view of a reasonable investor.
• The S&P/ASX 200 Index is at a level that is 12.5% or more below the level at market close on 16 February 2022 (1) at market close on the business day immediately prior to the settlement date for the institutional component of the Equity Raise (Institutional Settlement Date), or (2) at market close on two consecutive business days during the period between the Institutional Settlement Date and the settlement date for the retail component of the Equity Raise (Retail Settlement Date).
• ASX refuses or fails to grant approval for official quotation of the New Shares, either unconditionally or conditionally (where such condition would not have a material adverse effect on the settlement or success of the Equity Raise), by the time required to issue the New Shares under the proposed timetable, or ASX withdraws or modifies such approval (in a manner that would have a material adverse effect on the success or marketing of the Equity Raise).
• Develop ceases to be admitted to the official list of ASX.
• ASIC applies for an order under Part 9.5 of the Corporations Act in relation to the Equity Raise or the Equity Raise Documents, or holds or gives notice of intention to hold a hearing or investigation, or prosecutes or gives notice of an intention to prosecute, or commences proceedings against, or gives notice of an intention to commence proceedings against, Develop or any of its officers or directors in relation to the Equity Raise or the Equity Raise Documents, except in circumstances where the existence of the application, hearing, inquiry, investigation, prosecution, notice or proceeding has not become public and it has been withdrawn by the earlier of (1) the business day immediately preceding the Institutional Settlement Date or the Retail Settlement Date (as applicable), or (2) three business days after the application, hearing, inquiry, investigation, prosecution or notice is commenced or received.
• Develop withdraws the Equity Raise or the invitations to apply for the New Shares under the Equity Raise Documents.
• Develop is prevented from allotting and issuing the New Shares by applicable laws, an order of a court of competent jurisdiction or a government agency within the period required by the proposed timetable under the Underwriting Agreement and the ASX Listing Rules.
• A regulatory body withdraws, revokes or amends any regulatory approvals, including any ASX waiver of the ASX Listing Rules or ASIC modifications of the Corporations Act, required for Develop to perform its obligations under the Underwriting Agreement, such that Develop is rendered unable to perform its obligations under the Underwriting Agreement.
• A director or senior executive of Develop is charged with an indictable offence relating to a financial or corporate matter, engages in any fraudulent conduct or activity, or is disqualified from managing a corporation under Part 2D.6 of the Corporations Act, or a government agency commences a public action against a director or senior executive of Develop.
• An event in the timetable for the Equity Raise (as may be varied in accordance with the terms of the Underwriting Agreement) is delayed by more than one business day.
• Develop or any subsidiary becomes insolvent, or there is an act or omission which is likely to result in Develop or a subsidiary becoming insolvent.
• A Co-Operation Deed is terminated, rescinded or repudiated (or an event occurs which entitles a party to terminate a Co-Operation Deed), or becomes void or voidable, illegal, invalid, unenforceable or materially limited in its effect or is amended in a material respect without the prior written consent of the Lead Manager.

UNDERWRITING AGREEMENT SUMMARY

Qualified termination rights

The Lead Manager may terminate its obligations under the Underwriting Agreement if any of the following events occurs, and the Lead Manager has reasonable grounds to believe that the event (1) has had, or is likely to have, a materially adverse effect on the marketing, success or outcome of the Equity Raise, the ability of the Lead Manager to settle the Equity Raise or the willingness of persons to apply for New Shares, or (2) will, or is likely to, give rise to (i) a contravention by the Lead Manager of (or the Lead Manager being involved in a contravention of) any applicable law or regulation, or (ii) a liability of the Lead Manager under any applicable law or regulation, or a contract in relation to the Equity Raise:

• Any of the Equity Raise Documents or any aspect of the Equity Raise does not comply with the Corporations Act, the ASX Listing Rules or any other applicable law or regulation.
• A condition of effectuation or requirement of the DOCA that is due for performance or satisfaction at any time prior to 9.00am on the Second Settlement Date is not duly performed or satisfied.
• Any information supplied by or on behalf of Develop to the Lead Manager in relation to the New Shares, Develop, the proposed acquisition or the Equity Raise is, or becomes, untrue, incorrect, misleading or deceptive, including by way of omission.
• A Co-Operation Deed is materially breached.
• A new circumstance arises which is a matter adverse to investors and which would have been required by the Corporations Act to be included in a cleansing notice given to ASX in relation to the Equity Raise had the new circumstance arisen before the cleansing notice was given to ASX.
• An event occurs which is, or is likely to give rise to, an adverse change in (1) the assets, liabilities, financial position or performance, profits, losses, earnings, prospects or condition or otherwise of the Develop group, or (2) the nature of the business conducted by the Develop group, other than as disclosed to ASX prior to the date of the Underwriting Agreement or in the Equity Raise Documents, and excluding any event or change arising in connection with the continuation or escalation of the COVID-19 pandemic.
• Any statement or estimate in the Equity Raise Documents which relates to a future matter is or becomes incapable of being met or, in the reasonable opinion of the Lead Manager, is unlikely to be met in the projected timeframe (including in each case financial forecasts).
• There is a change to the board of directors, managing director or chief financial officer of Develop.
• A statement in any 'closing certificate' given to the Lead Manager by Develop is false, misleading, inaccurate or untrue or incorrect.
• There is introduced, or there is a public announcement of a proposal to introduce, a new law or regulation or policy in Australia or any State or Territory of Australia (including a policy of the Reserve Bank of Australia) other than a law or policy which has been announced before the date of the Underwriting Agreement.
• A representation, warranty or undertaking contained in the Underwriting Agreement on the part of Develop is breached, becomes not true or correct or is not performed.
• Develop fails to perform or observe one or more of its obligations under the Underwriting Agreement.
• Develop alters its capital structure (other than as a result of the issue of New Shares) or amends its constitution or any other constituent document or the terms of issue of the New Shares without the prior written consent of the Lead Manager.
• In respect of any one or more of Australia, New Zealand, the United States, the United Kingdom, Hong Kong or Singapore, or involving any diplomatic, military, commercial or political establishment of any of those countries in the world, either (1) hostilities not presently existing commence (whether or not war or a national emergency has been declared), (2) a major escalation in existing hostilities occurs (whether or not war or a national emergency has been declared), (3) a major terrorist act is perpetrated, or (4) a national emergency is declared (other than any national emergency in connection with the COVID-19 pandemic).
• Any of the following occurs: (1) a general moratorium on commercial banking activities in Australia, the United Kingdom or the United States is declared by the relevant central banking authority in those countries, or there is a disruption in commercial banking or security settlement or clearance services in any of those countries, (2) trading in all securities quoted or listed on ASX, the London Stock Exchange or the New York Stock Exchange is suspended for at least one day on which that exchange is open for trading, or (3) any adverse change or disruption to the existing financial markets, political or economic conditions of, or currency exchange rates or controls in Australia, the United States or the United Kingdom, or the international financial markets or any adverse change in national or international political, financial or economic conditions.

Fees

Develop will pay the Lead Manager an underwriting fee of 1.76% and a management fee of 0.44% of the gross proceeds of the Equity Raise

APPENDIX E – OTHER INFORMATION

COMPANY OVERVIEW

ASX STOCK CODE	SHARE PRICE	MARKET CAPITALISATION	CASH
DVP	\$3.17	\$447 M 140.9m shares on issue	\$16.5 M No Debt
	SUBSTANTIAL SHAREHOLDER BILL BEAMENT 16%	SUBSTANTIAL SHAREHOLDER MINERAL RESOURCES 15.5%

SULPHUR SPRINGS MINERAL RESOURCES TABLE

MINERAL RESOURCES
Location	Tonnes JORC Classification Cu % Zn % Pb % ('000t)			Ag g/t
	Measured	-	-	-	-	-
	Indicated	9,400	1.5	3.8	0.2	17.0
Sulphur Springs	Inferred	4,400	1.4	3.7	0.2	18.0
	Sub-total	13,800	1.5	3.8	0.2	17.0
	Measured	-	-	-	-	-
	Indicated	2,300	0.9	5.7	0.3	13.6
Kangaroo Caves	Inferred	1,300	0.5	6.5	0.4	18.0
	Sub-total	3,600	0.8	6.0	0.3	15.0
	Project total	17,400	1.3	4.2	0.2	17.0

Note. Totals may not balance due to rounding. The resource is reported at a cut-off grade of 0.4% copper and then less than 0.4% copper and greater than or equal to 2% zinc (see ASX release 21 March 2018 & 22 September 2015).

WOODLAWN U/G RESOURCES & RESERVES

Underground - Mineral Resources and Reserves 2019

(7% ZnEq cut-off grade for Polymetallic and 1% Cu cut-off grade for Copper)

Measured & Indicated Resource
Lens Type	Resource	Quantity	Zn	Cu	Pb	Au	Ag
	Category	Mt	%	%	%	g/t	g/t
Polymetallic	M + I	2.8	10.1	1.5	3.8	0.6	79
Copper	M + I	1.8	0.7	2.7	0.1	0.2	7
Combined	M + I	4.5	6.5	2	2.4	0.5	51

Inferred
Lens Type	Resource	Quantity	Zn	Cu	Pb	Au	Ag
	Category	Mt	%	%	%	g/t	g/t
Polymetallic	Inferred	2	7.1	1.5	2.8	0.7	55
Copper	Inferred	0.9	0.8	2.4	0.2	0.2	8
Combined	Inferred	2.9	5.2	1.8	2	0.5	40

Total Mineral Resource
Lens Type	Resource	Quantity	Zn	Cu	Pb	Au	Ag
	Category	Mt	%	%	%	g/t	g/t
Polymetallic	M + I + I	4.8	8.8	1.5	3.4	0.7	69
Copper	M + I + I	2.6	0.8	2.6	0.2	0.2	7
Combined	M + I + I	7.4	6	1.9	2.2	0.5	48

Reserves
Reserve Category	Quantity	Zn	Cu	Pb	Au	Ag
	Mt	%	%	%	g/t	g/t
Proven	-	-	-	-	-	-
Probable	3.1	5.2	1.6	1.8	0.4	38
Combined	3.1	5.2	1.6	1.8	0.4	38

WOODLAWN TAILINGS RESOURCES & RESERVES

Tailings - Mineral Resources and Reserves 2019

(7% ZnEq cut-off grade for Polymetallic and 1% Cu cut-off grade for Copper)

Measured & Indicated Resource
Lens Type	Resource	Quantity	Zn	Cu	Pb	Au	Ag
	Category	Mt	%	%	%	g/t	g/t
South Dam	M + I	3.2	2.5	0.5	1.2	0.3	27
North Dam	M + I	2.7	2.4	0.4	1.3	0.3	34
West Dam	M + I	3.9	2	0.6	1.4	0.4	35
Total	M + I	9.8	2.2	0.5	1.3	0.3	32

Inferred
Lens Type	Resource	Quantity	Zn	Cu	Pb	Au	Ag
	Category	Mt	%	%	%	g/t	g/t
South Dam	Inferred	0.9	2.3	0.5	1.2	0.3	24
North Dam	Inferred	0.2	2.4	0.4	1.4	0.3	36
West Dam	Inferred	0	0	0	0	0	0
Total	Inferred	1.1	2.3	0.5	1.2	0.3	27

Total Mineral Resource
Lens Type	Resource	Quantity	Zn	Cu	Pb	Au	Ag
	Category	Mt	%	%	%	g/t	g/t
South Dam	M + I + I	4	2.4	0.5	1.2	0.3	26
North Dam	M + I + I	2.9	2.4	0.4	1.3	0.3	34
West Dam	M + I + I	3.8	2	0.5	1.3	0.4	31
Total	M + I + I	10.8	2.2	0.5	1.3	0.3	31

Reserves
Reserve Category	Quantity	Zn	Cu	Pb	Au	Ag
	Mt	%	%	%	g/t	g/t
Proven	6.2	2.2	0.5	1.3	0.3	31
Probable	3.1	2.1	0.5	1.3	0.3	32
Combined	9.3	2.2	0.5	1.3	0.3	31

COPPER EQUIVALENT CALCULATIONS

All Copper equivalent (CuEq) figures included in this Presentation are calculated based on the following formula:

CuEq % = (Zn grade x Zn price x Zn recovery + Cu grade x Cu price x Zn recovery + Pb grade x Pb price x Pb recovery + Au grade x Au price x Au recovery + Ag grade x Ag price x Ag recovery) / Cu price

Commodity price used: Zn price of US\$3,635/t, Cu price of US\$9,557/t, Pb price of US\$2,274/t, Au price of US\$1,792/oz, and Ag price of US\$22.5/oz1

The following metallurgical recoveries applied:

• Sulphur Springs metallurgical metal recoveries of 86.8% Cu, 93.6% Zn, 0.0% Au, 46.0% Ag & 0% Pb based on Sulphur Springs 2018 Definitive Feasibility Study (DFS)
• Sulphur Springs metallurgical recoveries also applied to Whim Creek given similar deposit2

It is Develop's opinion that all the elements included in the metal equivalents calculation set out above have a reasonable potential to be recovered and sold, however the commercial recovery and sale of any products from the Company's project are subject to a number of risks and uncertainties. Refer to the Key Investment Risks (including the risks entitled "Development of projects", "Copper / zinc price volatility" and "Copper / Zinc operating and Development risks") in Appendix A.