DEVELOP GLOBAL LIMITED — M&A Activity 2023

Oct 25, 2023

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26 October 2023

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

Essential Metals Limited (ASX: ESS) ( Essential or the Company ) refers to its announcement made on Tuesday, 24 October 2023 and is pleased to announce that it has today lodged with the Australian Securities and Investments Commission ( ASIC ) a copy of the orders of the Federal Court of Australia (sitting in Perth) ( Orders ) approving the scheme of arrangement under which Develop Global Limited ( Develop ) will acquire all of the shares in Essential ( Essential Shares ) (the Scheme ).

A copy of the Orders lodged with ASIC are included as Annexure A to this announcement.

Suspension of Trading and Scheme Consideration

It is expected that Essential Shares will be suspended from trading on ASX at close of trading today, Thursday, 26 October 2023.

Essential shareholders who hold Essential Shares at the Scheme record date (being, 5:00pm (AWST) on Monday, 30 October 2023) ( Scheme Record Date ) will receive 1 new Develop share for every 6.18 Essential Shares held, in accordance with the terms of the Scheme ( Scheme Consideration ).[ 1]

It is expected that the Scheme will be implemented, and the Scheme Consideration will be issued on Monday, 6 November 2023.

Indicative Timetable

Events	Date
Opt-in Date for Small Shareholders	Friday,27 October 2023
Scheme Record Date	5:00pm(AWST)on Monday,30 October 2023
Implementation Date and Issue of DVP shares1	Monday,6 November 2023
Essential removed from official list of ASX (with effect from close of business)	Tuesday, 7 November 2023

Note: All dates and times are indicative only and, among other things, are subject to the Court approval process, ASX approval and the satisfaction or, where applicable, waiver of the conditions set out in Section 3.5 of the Scheme Booklet. Essential reserves the right to vary the times and dates set out above subject to the approval of such variation by Develop, the Court and ASIC where required. Any changes to the above timetable will be announced to ASX and notified on the Essential website at https://www.essmetals.com.au. Essential will continue to update Essential shareholders as to any material developments in relation to the Scheme as the timetable progresses.

This ASX release has been approved by the Board of Directors.	This ASX release has been approved by the Board of Directors.
For further information:	Investor Relations
Tim Spencer, Managing Director	Nicholas Read
Essential Metals Limited	Read Corporate
T: +61 8 9322 6974	T: +61 8 9388 1474
E: tims@essmetals.com.au	E: nicholas@readcorporate.com.au

1 Other than Ineligible Foreign Holders (being those Essential shareholders with an address as shown in the Share Register on the Scheme Record Date in a place outside of Australia and New Zealand and any other jurisdictions in respect of which Develop and Essential agree is lawful and not unduly onerous or unduly impractical to issue new Develop shares to an Essential shareholder with a registered address in such jurisdiction) or NonElecting Small Shareholders (being Essential shareholders who hold less than a marketable parcel of shares who do not opt-in to receive new Develop shares), who will receive their respective pro rata proportion of the sale proceeds of the new Develop shares which would otherwise have been issued under the Scheme.

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Annexure A

www.essmetals.com.au

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Federal Court of Australia

District Registry: Western Australia Division: General

No: WAD212/2023

IN THE MATTER OF ESSENTIAL METALS LIMITED (ABN 44 103 423 981)

ESSENTIAL METALS LIMITED (ABN 44 103 423 981) Plaintiff

DEVELOP GLOBAL LIMITED (ACN 122 180 205) Interested Party

ORDER

JUDGE:

JUSTICE JACKSON

DATE OF ORDER:

24 October 2023

WHERE MADE:

Perth

THE COURT ORDERS THAT:

1. Pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth), the scheme of arrangement between the plaintiff and the holders of fully paid ordinary shares in the capital of the plaintiff, as set out on pages 673 to 689 of the affidavit of Gregory William Fitzgerald sworn on 20 October 2023 ( Scheme ), a copy of which is Annexure A to these orders, is approved.

2. Pursuant to s 411(12) of the Corporations Act, the plaintiff is exempted from compliance with s 411(11) in relation to the Scheme.

3. Pursuant to s 1322(4)(a) of the Corporations Act , the Court declares that, with effect nunc pro tunc from the time they occurred, the following acts, matters and things, namely:

4. (a) the scheme meeting; and

5. (b) the resolution passed at the scheme meeting,

6. are not invalid by reason of any contravention of s 412(1) of the Corporations Act insofar as the plaintiff despatched black and white versions of the scheme booklet to shareholders who received the scheme booklet by mail.

Prepared in the Western Australia District Registry, Federal Court of Australia Peter Durack Commonwealth Law Courts Building, Level 6, 1 Victoria Avenue, Telephone 1300 720 980

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1. The plaintiff must lodge an office copy of these orders with the Australian Securities and Investments Commission by 26 October 2023.

Date that entry is stamped: 24 October 2023

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Prepared in the Western Australia District Registry, Federal Court of Australia Peter Durack Commonwealth Law Courts Building, Level 6, 1 Victoria Avenue, Telephone 1300 720 980

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ANNEXURE A

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Prepared in the Western Australia District Registry, Federal Court of Australia Peter Durack Commonwealth Law Courts Building, Level 6, 1 Victoria Avenue, Telephone 1300 720 980