DEVELOP GLOBAL LIMITED - Annual Report 2022

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Develop Global Limited (formerly Venturex Resources Limited) ABN 28 122 180 205

Financial Report for the year ended 30 June 2022

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Corporate Directory

DIRECTORS

Michael Blakiston Non-Executive Chair Bill Beament Managing Director Mick McMullen Non-Executive Director Shirley In’t Veld Non-Executive Director Michelle Woolhouse Non-Executive Director

INTERIM COMPANY SECRETARY

Steven Wood

INTERIM CHIEF FINANCIAL OFFICER

Alan Rule

REGISTERED OFFICE/ PRINCIPAL PLACE OF BUSINESS

234 Railway Parade West Leederville WA 6007 Australia

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

TABLE OF CONTENTS
Directors’ Report	1
Remuneration Report	8
Directors’ Report Declaration	15
Auditor’s Independence Declaration	16
Consolidated Statement of Profit or Loss and Other
Comprehensive Income for the Year Ended 30 June
2022	17
Consolidated Statement of Financial Position as at 30
June 2022	18
Consolidated Statement of Changes in Equity for the
Year Ended 30 June 2022	19
Consolidated Statement of Cash Flows for the Year
Ended 30 June 2022	20
Notes to the Consolidated Financial Statements	21
Directors’ Declaration	48
Independent Audit Report	49

ABN

28 122 180 205

WEBSITE

www.develop.com.au

QUOTED SECURITIES

ASX Code: DVP (formerly VXR)

AUDITORS

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

SHARE REGISTRY

Link Market Services Limited Level 12, 250 St Georges Terrace Perth WA 6000 Australia

Tel: (61) 1300 554 474 Fax: (61 2) 9287 0303

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Directors’ Report

The Directors present their report together with the consolidated financial statements of the Group comprising of Develop Global Limited (formerly Venturex Resources Limited) (“ Company ”) and its subsidiaries (“ Group”) for the financial year ended 30 June 2022 and the auditor’s report thereon.

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

Directors - Current

Michael Blakiston Non-Executive Chair Bill Beament Managing Director Mick McMullen Non-Executive Director Shirley In’t Veld Non-Executive Director Michelle Woolhouse Non-Executive Director

Directors - Former

Anthony Reilly Executive Director Resigned 23 July 2021

Information on Current Directors

Michael Blakiston — Independent Non-Executive Chair Qualifications — B Juris LLB Appointed to the Board — 9 June 2021 — Experience Mr Blakiston is a partner in Gilbert + Tobin’s Energy and Resources group. He has over 30 years’ experience across a range of jurisdictions. He advises about asset acquisition and disposal, project structuring, joint ventures and strategic alliances, development agreements and project commercialisation, capital raisings and company merger and acquisitions. Mr Blakiston has served on numerous ASX listed companies and not-forprofit boards and is currently the Chair of Precision Opportunities Fund Ltd, a specialist small to medium cap fund.

Internal Committees — Member of the Nomination & Remuneration Committee and Member of the Audit Committee Current Directorships — BCI Minerals Ltd held Former Directorships — None in the last 3 years

Bill Beament — Managing Director Qualifications — BEng-Mining (Hons), MAICD — Appointed to the Board 1 July 2021 as Executive Director

26 July 2021 appointed as Managing Director

— Experience Mr Beament is a mining engineer with more than 25 years’ experience in the resource sector. Previously he held several senior management positions, including General Manager of Operations for Barminco Limited with overall responsibility for 12 mine sites across Western Australia, and General Manager of the Eloise Copper Mine in Queensland. Mr Beament led the growth of Northern Star Resources from a 1¢ shell to an ASX50 company with a market cap of over A$15 billion. At the time of his resignation as Northern Star Resources Executive Chair, the Company was the second-biggest ASX-listed gold producer. This growth stemmed from a combination of highly successful exploration and operating excellence as well as project acquisitions.

Internal Committees — Member of the Nomination & Remuneration Committee Current Directorships — None held Former Directorships — Northern Star Resources Ltd in the last 3 years

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Directors’ Report

Mick McMullen — Independent Non-Executive Director Qualifications — BSc (Geology) Appointed to the Board — 24 February 2021 as Executive Director — 1 July 2021 resigned as Executive Director and appointed as NonExecutive Director — Experience Mr McMullen is a geologist with over 28 years' experience in the exploration, development, financing and operation of mining projects across Australia, Africa, Asia, Europe, North and South America. Most recently, Mr McMullen became CEO of Metals Acquisition Corp, a NYSE listed SPAC that raised US$265m for acquiring businesses within the mining sector. Before that he served as the CEO and President of Detour Gold, a 600,000 ozpa gold producer in Canada. During his tenure Mr McMullen took the market capitalisation of Detour from C$2B to C$4.5B over 9 months leading to its eventual sale. Mr McMullen was also the CEO and President of Stillwater Mining Company from December 2013 until June 2017. During his time at Stillwater, Mr McMullen oversaw an increase in equity value from US$1.1B to US$2.2B against a 10% fall in PGM prices over the same time. Stillwater was sold in an all-cash deal valued at US$2.7B. He is a former executive board member of the National Mining Association of the United States and Board Member of the World Council, and a current Member of the AusImm. Internal Committees — Member of the Nomination & Remuneration Committee. — Current Directorships Metals Acquisition Corp held Former Directorships — OceanaGold Ltd in the last 3 years — Shirley In’t Veld Independent Non-Executive Director Qualifications — BCom, LLB (Hons) — Appointed to the Board 26 July 2021 — Experience Ms In’t Veld was the CEO of Verve Energy for five years. Before this, Ms In’t Veld held several senior commercial, legal and marketing positions with Alcoa, WMC Resources Ltd, Bond Corporation and Bank West, including Managing Director of Alcoa of Australia Rolled Products based in Geelong. Internal Committees — Member of the Nomination & Remuneration Committee and Member of the Audit Committee — Current Directorships APA Group held Alumina Ltd Karora Resources Inc Former Directorships — Northern Star Resources Ltd in the last 3 years NBN Co Limited CSIRO Michelle Woolhouse — Independent Non-Executive Director Qualifications — BBus(Acc), CPA, GAICD Appointed to the Board — 1 December 2021 — Experience Ms Woolhouse has spent 25 years in financial markets, specialising in the natural resources sector. During this time, she has established an extensive skillset in risk and financial analysis and managed a substantial portfolio of ASX-listed and international resources companies across a range of commodities. Ms Woolhouse has significant experience in project and corporate finance in the mining and metals sector, including evaluation, debt structuring, technical considerations and sustainability. She previously held a range of senior positions with the Commonwealth Bank, including Executive Director, head of Perth Resources and Energy client coverage, and head of WA Natural Resources project finance for the Institutional Banking and Markets division. Internal Committees — Member of the Nomination & Remuneration Committee and Member of the Audit Committee Current Directorships — None held Former Directorships — None in the last 3 years

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Directors’ Report

Interim Company Secretary

Steven Wood - Appointed 23 August 2022

Interim CFO

Alan Rule - Appointed 1 September 2022

Company Secretary/CFO

Trevor Hart - Appointed 5 April 2013, Resigned 23 August 2022

Directors’ Meetings

The following table sets out the number of Directors' meetings held during the year and the number of meetings attended by each Director while they were a Director.

	Directors'	Meetings	Committee Meetings Audit Nomination &	Committee Meetings Audit Nomination &	Committee Meetings Audit Nomination &	Remuneration
	Number		Number		Number
	eligible to	Number	eligible to	Number	eligible to	Number
	attend	attended	attend	attended	attend	attended
Michael Blakiston	14	14	2	2	1	1
Mick McMullen	14	13	N/A	N/A	1	1
Shirley In’t Veld	15	15	2	2	1	1
Michelle Woolhouse	9	9	1	1	1	1
Bill Beament	13	11	N/A	N/A	1	1
Anthony Reilly	1	1	0	0	0	0

Principal Activities

The principal activities of the Group during the year were the acquisition of the Woodlawn Zinc – Copper Project in New South Wales and the progression towards the development of the Company’s Sulphur Springs Zinc - Copper Project with a major drill program completed.

The Underground Services Division was established with the appointment of a Management team and securing the mining services agreement at Bellevue Gold.

Strategy

Develop’s 5-year business plan includes a hybrid business model consisting of Mine Ownership and Mining Services Strategy.

Build world-class underground capability.
Be one of the most socially responsible and ESG friendly companies on the ASX.
Produce some of the world’s cleanest energy transition metals.
Aim for annual metal output in excess of 50,000 tonnes copper equivalent and establish long mine lives, 7-10 years.
Mining services capability to operate 5 to 7 projects (2-3 for third parties to generate free cash flow).

Significant Changes in the State of Affairs

During the period, the following changes occurred:

Key Management Personnel:

On 1 July 2021, Bill Beament was appointed as Executive Director.
On 1 July 2021, Mick McMullen moved from Executive Director to Non-Executive Director.
On 23 July 2021, Anthony Reilly resigned as Executive Director.
On 26 July 2021, Bill Beament moved from Executive Director to Managing Director and Shirley In’t Veld was appointed as Non-Executive Director.
On 1 December 2021, Michelle Woolhouse was appointed as Non-Executive Director.

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Directors’ Report

Name of the entity:

On 23 September 2021, the name changed from Venturex Resources Limited to Develop Global Limited.
The name reflects the Group’s new strategic direction, corporate culture, and project-related initiatives, which have positioned it to play a key role in this era of global decarbonisation.

Underground Services Division:

On 9 March 2022, Develop registered Dev Mining Services Pty Ltd (“ Dev Mining ”) as a new 100% owned subsidiary that will specialise in providing a range of underground mining services to cater for both Develop’s own requirements and to service other Australian projects on a contract basis.

Woodlawn Zinc-Copper Project:

On 19 May 2022, Develop completed the purchase of Heron Resources Limited (“ Heron ”) and its subsidiaries (Woodlawn Mine Holdings Pty Ltd, Tarago Operations Pty Ltd, Tarago Exploration Pty Ltd, Ochre Resources Pty Ltd, and Hampton Nickel Pty Ltd) (“ Heron Group ”).
Heron owns the Woodlawn Zinc-Copper mine in NSW.
Develop acquired the Woodlawn Zinc-Copper mine for A$15 million cash and A$15 million worth of Develop shares in an upfront consideration. Develop will also make success-driven milestone payments of up to A$70 million in cash or shares (or a combination thereof) at the Company’s election.

Capital structure:

On 19 July 2021, 11,390,720 (56,953,598 pre-consolidation) Ordinary Shares were issued at $0.40 ($0.08 pre-consolidation) per share under an entitlement issue to raise $4,556,291 (before costs).
On 19 July 2021, 5,695,503 (28,477,513 pre-consolidation) Unlisted Options (DVPAW) were issued at $0.675 ($0.135 pre-consolidation) per share as part of the entitlement issue.
On 21 July 2021, 899,551 (4,497,754 pre-consolidation) Ordinary Shares were issued at $0.40 ($0.08 pre-consolidation) per share under an entitlement issue shortfall issue to raise $359,820 (before costs).
On 21 July 2021, 449,776 (2,248,877 pre-consolidation) Unlisted Options (DVPAW) were issued at $0.675 ($0.135 pre-consolidation) per share as part of the entitlement issue shortfall.
On 26 November 2021, a 5 for 1 share consolidation was completed.
On 28 February 2022, 11,268,899 Ordinary Shares were issued at $3.30 as part of an institutional component of an entitlement offer to raise $37,187,373 (before costs).
On 21 March 2022, 1,356,957 Ordinary Shares were issued at $3.30 as part of the entitlement offer to raise $4,477,958 (before costs).
On 21 March 2022, 2,527,636 Ordinary Shares were issued at $3.30 representing the shortfall under the retail offer to raise $8,341,199 (before costs).
During the year 7,693,453 Unlisted Options and 139,177 Unlisted Performance Rights were converted to Ordinary Shares.

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

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Directors’ Report

Operating and Financial Review

Financial Review

For the year ending 30 June 2022, the consolidated loss of the Group was $9,223,458 (2021: $89,882,164).

At 30 June 2022, the Company had 161,097,317 quoted fully paid ordinary shares (2021: 605,182,456) and no quoted options issued over shares (2021: Nil). On 26 November 2021, a 5 for 1 share consolidation was completed. The 2021 comparisons have not been restated.

As at 30 June 2022 the Group held cash reserves of $43,206,524 (2021: $16,831,391).

Develop was awarded the ~$400 million contract at Bellevue during the year. Contract revenue for the year ending 30 June 2022 was $4,512,431 (2021: Nil).

Share based payments to Key Management Personnel and employees for the year ending 30 June 2022 were $8,305,538 (2021: $80,240,999). A provision for payroll tax on share based payments that were issued in 2021 has been adjusted to reflect the movement in the share price as at 30 June 2022 $1.99 (2021: $3.85). This resulted in $3,212,220 being written back (2021: $5,353,700 expensed).

On 19 May 2022, Develop purchased the Heron Group (Refer Note 26).

Dividends

The Directors did not pay or declare any dividends during the 2022 financial year (2021: Nil).

Events after the Reporting Period

On 23 August 2022, Trevor Hart resigned as Company Secretary / Chief Financial Officer.
On 23 August 2022, Steven Wood was appointed as Interim Company Secretary.
On 1 September 2022, Alan Rule was appointed as Interim Chief Financial Officer.

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

Likely Developments

The Group will continue to grow resources and reserves at the Company’s Woodlawn Zinc-Copper Project. The objective is to have Woodlawn operationally ready in eighteen months.

The Group will continue to advance the development of the Sulphur Springs Zinc-Copper Project and will continue exploration programs in the Pilbara, which may result in additional discoveries. The objective is to have Sulphur Springs shovel ready by the middle of the calendar year 2023.

The Group has started the implementation of the ESG strategy and roadmap during the financial year 2022 and will continue with this to lead Develop forward.

Environmental Regulation

The Group is subject to significant environmental regulations of its operations, including exploration and mining activities.

The Whim Creek site is classified as ‘’possibly contaminated – investigation required’’ under State contaminated site legislation based on possible, localised groundwater and soil contamination arising from historical ore processing activities. The site is also the subject of an Environmental Protection Notice (“ EPN ”) issued to the Company in December 2019, requiring a range of actions to investigate the presence of contamination and mitigate the risk of future contamination. During the year Anax Metals Limited (“ Anax ”), manager of the Whim Creek Project, has advised the effective completion of the EPN risk mitigation measures and has made applications for several development and operational permits. Develop retains a 20% interest in the Whim Creek Project under the joint venture agreement with Anax.

The Board considers that the Company has adequate systems and resources in place for the assessment and management of environmental risks and fulfilment of its environmental obligations.

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Directors’ Report

Directors’ Interests

Interest in Shares and Options refer to the relevant interest of each Director in the shares, rights or options over shares issued by the companies within the Group and other related body corporate as notified by the Directors to the Australian Securities Exchange in accordance with Section 205G(1) of the Corporations Act 2001, as at the date of this report.

			Options over Ordinary Shares	Options over Ordinary Shares
	Ordinary Shares	75 cents	67.5 cents	$5.00	$4.25
Michael Blakiston	86,103	1,400,000	-	-	-
Bill Beament	23,704,843	28,000,000	11,095,656	-	-
Mick McMullen	1,214,510	2,000,000	576,272	-	-
Shirley In’t Veld	75,000	-	-	200,000	-
Michelle Woolhouse	6,000	-	-	-	100,000

The Directors do not have any interest in Performance Rights.

Unissued shares under Options and Performance Rights

At the date of this report, the unissued ordinary shares of the Company under options and performance rights are as follows:

Unlisted performance rights DVPAV DVPAV Unlisted options – Share Based Payments DVPAAA DVPAAB DVPAY DVPAAC DVPAAH DVPAAG Unlisted options DVPAW DVPAZ	Exercise price Date granted Expiry date Number
	Nil 20 Oct 20 20 Oct 27 240,333 Nil 16 May 22 various 760,000 75.0 cents 17 Jun 21 17 Jun 24 14,000,000 75.0 cents 17 Jun 21 17 Jun 25 14,000,000 75.0 cents 22 Jun 21 22 Jun 24 3,400,000 $5.00 23 Sep 21 22 Sep 24 200,000 $4.25 21 Sep 22 21 Sep 25 100,000 various 16 May 22 various 1,390,000 67.5 cents 19 Jul 21 18 Jul 23 1,973,389 67.5 cents 17 Jun 21 22 Jun 23 14,408,300

All unissued shares are ordinary shares of the Company.

These Options and Performance Rights do not entitle the holder to participate in any share issue of the Company and they carry no dividend or voting rights.

Shares Issued on Exercise of Performance Rights and Options

During or since the end of the financial year, the Group issued ordinary shares of the Company as a result of the exercise of options and performance rights as follows (there are no amounts unpaid on the shares issued):

	Number of Shares	Number of Shares	Amount Paid	on each Share
	Pre	Post	Pre	Post
	Consolidation 1	Consolidation 1	Consolidation 1	Consolidation 1
Unlisted performance rights
DVPAV	695,887	139,177	Nil	Nil
Unlisted options
DVPAC	2,453,253	490,651	10.0 cents	50.0 cents
DVPAW	20,862,400	4,172,480	13.5 cents	67.5 cents
DVPAZ	15,477,383	3,095,477	13.5 cents	67.5 cents

1 On 26 November 2021, a 5 for 1 share consolidation was completed.

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Directors’ Report

Directors’ Indemnities

The Group provides Directors’ and Officers’ Insurance to cover legal liability and expenses for the Directors and Officers performing work on behalf of the Group.

The directors have not included details of the nature of the liabilities covered or the amount of the premium paid in respect of the director’s and officers’ liability insurance contracts, as such disclosure is prohibited under the terms of the contract.

Proceedings on Behalf of the Company

No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Group, or to intervene in any proceedings to which the Group is a party, for the purpose of taking responsibility on behalf of the Group for all or part of those proceedings.

No proceedings have been brought or intervened in on behalf of the Group with leave of the Court under section 237 of the Corporations Act 2001.

Non-Audit Services

The Group may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the Company and/or the Group are important.

The Board has considered the non-audit services provided during the year by the auditor and in accordance with written advice provided by resolution of the audit committee, is satisfied that the provision of those non-audit services during the year by the auditor is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 for the following reasons:

all non-audit services were subject to the corporate governance procedures adopted by the Group and have been reviewed by the audit committee to ensure they do not impact the integrity and objectivity of the auditor; and
the non-audit services provided do not undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants , as they did not involve reviewing or auditing the auditor’s own work, acting in a management or decision making capacity for the Group, acting as an advocate for the Group or jointly sharing risks and rewards.

Details of the amounts paid to the auditor of the Group, BDO Audit (WA) Pty Ltd, and its network firms for non-audit services provided during the year are set out below.

Other assurance services Total paid for non-audit services	2022 2021
	$ $
	18,837 40,170
	18,837 40,170

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Remuneration Report

Audited Remuneration Report

The remuneration report details the key management personnel remuneration arrangements for the Group, in accordance with the requirements of the Corporations Act 2001 and its Regulations.

Key Management Personnel are those persons having authority and responsibility for planning, directing, and controlling the activities of the entity, directly or indirectly.

The Key Management Personnel of the Group during the year included:

Directors – Current

Michael Blakiston Non-Executive Chair Bill Beament Managing Director Mick McMullen Non-Executive Director Shirley In’t Veld Non-Executive Director Michelle Woolhouse Non-Executive Director

Directors – Former Anthony Reilly Executive Director

Executives

Trevor Hart Company Secretary/CFO

A. Remuneration Policy

Remuneration of all Executive and Non-Executive Directors and Officers of the Group is determined by the Nomination and Remuneration Committee.

The Group is committed to remunerating Senior Executives and Executive Directors in a manner that is market-competitive, consistent with "Best Practice" and supports the interests of Shareholders. Remuneration packages are based on fixed and variable components, determined by the Executive’s position, experience and performance, and may be satisfied via cash or equity.

Non-Executive Directors are remunerated out of the aggregate amount approved by Shareholders and at a level that is consistent with industry standards. Non-Executive Directors do not receive performance-based bonuses. Prior Shareholder approval is required to participate in any issue of equity. No retirement benefits are payable other than statutory superannuation, if applicable.

The maximum annual aggregate non-executive directors’ fee pool limit is $400,000 and was approved by shareholders at the general meeting on 23 July 2012.

Remuneration Policy versus Company Financial Performance

The Group's remuneration policy has been based on industry practice rather than the performance of the Group and takes into account the risk and liabilities assumed by the Directors and Executives as a result of their involvement in the speculative activities undertaken by the Group.

Performance Based Remuneration

The purpose of a performance bonus is to link individual rewards to the performance of the Company. The Company reviews the mechanism to determine individual performance bonuses on an annual basis. The expected outcomes of the remuneration structure are to retain and motivate Key Executives, attract high quality Management to the Company and provide performance incentives that allow Executives to share in the success of the Company.

B. Details of Remuneration

The Key Management Personnel of the Group are disclosed above.

Remuneration packages contain the following elements:

a) Short-term employee benefits - cash salary and fees, cash bonus, non-monetary benefits and other; b) Post-employment benefits - superannuation and termination, and other; c) Share-based payments – shares, options and performance rights granted.

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Remuneration Report

The remuneration for each Director and each of the other Key Management Personnel of the Group during the year was as follows:

	Short-term employee benefits Long-term employee benefits Share-based payments
	Cash salary & fees Annual Leave6 Super -annuation Options and Rights Total Performance Income as a Proportion of Total Remuneration
Year Note	$ $ $ $ $ %
Directors– Current
Michael 2022 5 Blakiston 2021 2,5	106,111 - 10,611 3,644,793 3,761,515 97% 5,556 - 555 214,400 220,511 97%
Bill 2022 1,6 Beament 2021	249,038 14,348 24,904 - 288,290 - - - - - - -
Mick 2022 5 McMullen 2021 2,5	60,000 - 6,000 4,074,923 4,140,923 98% 27,000 - - 1,438,208 1,465,208 98%
Shirley 2022 1 In’t Veld 2021	55,968 - 5,597 227,910 289,475 79% - - - - - -
Michelle 2022 1 Woolhouse 2021	35,000 - 3,500 31,065 69,565 45% - - - - - -
Directors– Former
Anthony 2022 3 Reilly 2021 5,7	18,182 - 1,818 - 20,000 - 298,871 - 23,254 (113,472) 208,653 (54%)
Anthony 2022 Kiernan 2021 4	- - - - - - 61,644 - 5,856 - 67,500 -
Craig 2022 McGown 2021 2,4	- - - - - - 16,667 - - - 16,667 -
Executives
Trevor 2022 5,6 Hart 2021 5,6	230,004 (23,547) - 31,243 237,700 13% 230,004 7,431 - 98,854 336,289 29%
Total 2022	754,303 (9,199) 52,430 8,009,934 8,807,468 91%
2021	639,742 7,431 29,665 1,637,990 2,314,828 71%

Notes:

1. Commenced with the Company in the 2022 financial year.

2. Commenced with the Company in the 2021 financial year.

3. Resigned from the Company in the 2022 financial year.

4. Resigned from the Company in the 2021 financial year.

5. The fair value of performance rights with market conditions is calculated at the date of grant using the Monte-Carlo simulation model, taking into account the impact of the market conditions. The fair value of performance rights with non-market conditions is calculated using the Closing Share Price on the grant date. The value disclosed is the portion of the fair value of the rights recognised as an expense in each reporting period.

6. Annual leave relates to movements in annual leave provisions during the year.

7. Negative Options and Performance Rights Remuneration and Proportion of Total Remuneration are a result of Options or Performance Rights being cancelled during the year.

C. Equity Issued as Part of Remuneration

This section only refers to those shares, performance rights, and options issued as part of remuneration. As a result, they may not indicate all shares, performance rights, and options held by a Director or other Key Management Personnel.

C.1 Performance Rights and options over equity instruments granted as compensation.

No shares in the Company were issued to Directors and other Key Management Personnel as part of remuneration during the 2022 financial year.

Options

During the period, Develop issued options to Shirley In’t Veld, a Non-Executive Director of the Group following approval from shareholders at the Group’s AGM on 23 September 2021.

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Remuneration Report

The options were valued using a Black Scholes option-pricing model.

Number of Options granted 200,000 (1,000,000 pre consolidation)[1] Grant Date 23 September 2021 Vesting Date 23 September 2022 Fair Value per Option at Grant Date $1.485 Exercise Price $5.00 ($1.00 pre consolidation)[ 1] Expiry Date 4 October 2024 Number of options vested during 2021-2022 Nil Total fair value of Options granted $297,097 Share Price at grant date $2.90 Expected Volatility (weighted average) 100% Expected Life 3 years Expected dividends Nil Risk free interest rate (based on government bonds) 1.28% Vesting Conditions 1 year from issue date

During the period, Develop agreed to issue options to Michelle Woolhouse, a Non-Executive Director of the Group. As at 30 June 2022, the options were subject to shareholder approval. The Options were approved at a shareholder meeting on 2 September 2022.

The options were valued using a Black Scholes option-pricing model.

Number of Options granted	100,000 (500,000 pre consolidation)1
Valuation Date	2 September 2022
Grant Date	21 September 2022
Vesting Date	21 September 2023
Fair Value per Option at Grant Date	$0.970
Exercise Price	$4.25 ($0.85 pre consolidation)1
Expiry Date	21 September 2025
Number of options vested during 2021-2022	Nil
Total fair value of Options granted	$97,022
Share Price at grant date	$2.27
Expected Volatility (weighted average)	86%
Expected Life	3 years
Expected dividends	Nil
Risk free interest rate (based on government bonds)	3.37%
Vesting Conditions	1 year from issue date

1 On 26 November 2021, a 5 for 1 share consolidation was completed.

All Options expire on the earlier of their expiry date or termination of the individual’s employment if options aren’t vested. The options vest and are exercisable one year from the issue date. Options granted carry no dividend or voting rights. Options vest based on the provision of service over the vesting period whereby the individual becomes beneficially entitled to the option on vesting date. Options are exercisable by the holder from the vesting date. There are no amounts paid or payable by the recipient in relation to the granting of such options other than on their potential exercise.

Performance Rights

No performance rights over equity instruments were granted to Directors and other Key Management Personnel as part of remuneration during the 2022 financial year.

C.2 Exercise of performance rights and options over equity instruments granted as

compensation.

Options

During the reporting period, no shares were issued on the exercise of options previously granted as compensation.

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Remuneration Report

Performance Rights

During the reporting period, the following shares were issued on the conversion of performance rights previously granted as compensation.

		Number of Shares	Amount paid $/share
	Trevor Hart	27,778 (138,889 pre consolidation)1	Nil
1	On 26 November 2021, a 5 for 1 share consolidation was completed.

There are no amounts unpaid on the shares issued as a result of the conversion of the performance rights in the 2022 financial year.

C.3 Details of equity incentives affecting current and future remuneration .

Details of vesting profiles of the performance rights and options held by each Key Management Personnel of the Group are detailed below.

							Financial
							years in
		Pre	Post		%	%	which
		Consolidation	Consolidation		vested	forfeited	grant
	Instrument	Number	Number1	Grant Date	in year	in year2	vests4
Michael Blakiston	Options	7,000,000	1,400,000	9 Jun 2021	100%	Nil	vested
Mick McMullen	Options	10,000,000	2,000,000	9 Jun 2021	100%	Nil	vested
Shirley In’t Veld	Options	1,000,000	200,000	23 Sep 2021	Nil	Nil	2023
Michelle Woolhouse3	Options	500,000	100,000	21 Sep 2022	Nil	Nil	2024
Trevor Hart	Performance Rights	120,000	24,000	26 Oct 2020	Nil	Nil	2023
Trevor Hart	Performance Rights	160,000	32,000	26 Oct 2020	Nil	Nil	2023
Trevor Hart	Performance Rights	200,000	40,000	26 Oct 2020	48%	Nil	2023

1 On 26 November 2021, a 5 for 1 share consolidation was completed.

2 The percentage forfeited in the year represents the reduction from the maximum number of instruments available to vest due to performance criteria not being achieved.

3 As at 30 June 2022, the options have not been issued and are subject to shareholder approval, which was obtained post year end.

4 The options will vest in the financial year, subject to continuous employment. The Performance Rights will vest based on certain conditions, and subject to continuous employment, if these are not achieved, they will expire.

C.4 Performance rights and options over equity instruments.

The movement during the reporting period, by number of performance rights and options over ordinary shares in the Company held, directly, indirectly, or beneficially, by each key management person, including their related parties, is as follows:

Options

Directors - Current Michael Blakiston Bill Beament Mick McMullen Shirley In’t Veld Michelle Woolhouse Directors – Former Anthony Reilly Executives Trevor Hart	Balance at the start of the year Initial Holding Granted as Remuneration1 Other2 Held at resignation date Balance at 25 Nov 21
	No. No. No. No. No. No.
	7,000,000 - - - - 7,000,000 - 196,417,120 - (938,843) - 195,478,277 12,881,356 - - - - 12,881,356 - - 1,000,000 - - 1,000,000 - - 500,000 - - 500,000 - - - 363,621 363,621 - - - - 145,637 - 145,637
	19,881,356 196,417,120 1,500,000 (429,585) 363,621 217,005,270

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Remuneration Report

Directors - Current Michael Blakiston Bill Beament Mick McMullen Shirley In’t Veld Michelle Woolhouse Executives Trevor Hart	Consolidation 5 to 1 26 Nov 21 Other Balance at 30 June 2022 Vested at 30 June 2022 Unvested at 30 June 2022
	No. No. No. No. No.
	1,400,000 - 1,400,000 1,400,000 - 39,095,656 - 39,095,656 39,095,656 - 2,576,272 - 2,576,272 2,576,272 - 200,000 - 200,000 - 200,000 100,000 - 100,000 - 100,000 29,129 - 29,129 29,129 -
	43,401,057 - 43,401,057 43,101,057 300,000

1 Apart from those listed above no other Key Management Personnel have any Options. No Options lapsed during the financial year.

2 Free-attaching options granted to Key Management Personnel participating in capital raisings.

Performance Rights

	Balance					Vested
	at the			Consolidation	Balance	at 30	Unvested
	start of		Balance at	5 to 1	at 30	June	at 30 June
	the year	Exercised	25 Nov 21	26 Nov 21	June 2022	2022	2022
	No.	No.	No.	No.	No.	No.	No.
Executives
Trevor Hart	618,889	(138,889)	480,000	96,000	96,000	19,200	76,800

1 Apart from those listed above no other Key Management Personnel have any Performance Rights, no performance rights were granted as remuneration or lapsed during the financial year.

Value

The value of performance rights or options over ordinary shares in the Company granted and exercised by each key management person during the reporting period is detailed below.

		Value of rights or	Value of rights or
		options exercised in	options to expense in
	Granted in year1	year2	future years1
Shirley In’t Veld	$297,097	-	$69,187
Michelle Woolhouse	$97,022	-	$65,957
Trevor Hart	-	$95,139	$10,015

1 The value of performance rights and options granted in the year is the fair value of the performance rights and options calculated at the grant date. The total value of the performance rights and options granted is included in the table above. This amount is allocated to remuneration over the vesting period.

2 The value of performance rights and options exercised during the year is calculated at the market price of shares of the Company as at close of trading on the date the options were exercised after deducting the price paid to exercise the performance right or option.

D. Shareholdings

The number of shares in the Company held during the financial year by each Director and other Key Management Personnel of the Group, including their personally related parties, are set out below:

Directors - Current Michael Blakiston Bill Beament Mick McMullen Shirley In’t Veld Michelle Woolhouse Directors – Former Anthony Reilly Executives Trevor Hart	Balance at the Start of the year Initial Holding Options / Performance Rights Exercised Net Change Other1 Held at Resignation/ Termination Balance at 25 Nov 21
	No. No. No. No. No. No.
	- - - 58,325 - 58,325 - 129,255,089 - (17,205,078) - 112,050,011 5,762,712 - - - - 5,762,712 - 150,000 - - - 150,000 - - - - - - 5,090,684 - - 727,243 5,817,927 - 2,038,911 - 138,889 291,274 - 2,469,074
	12,892,307 129,405,089 138,889 (16,128,236) 5,817,927 120,490,122

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Remuneration Report

nd Group Entities	Remuneration Report
Directors – Current Michael Blakiston Bill Beament Mick McMullen Shirley In’t Veld Michelle Woolhouse Executives Trevor Hart	Consolidation 5 to 1 26 Nov 21 Net Change Other Balance at 30 June 2022
	No. No. No.
	11,665 24,438 36,103 22,410,004 1,204,839 23,614,843 1,152,544 61,966 1,214,510 30,000 - 30,000 - - - 493,816 26,551 520,367
	24,098,029 1,317,794 25,415,823

1 On market purchases and participation in capital raisings, no shares were granted as remuneration.

E. Loans to Directors and Key Management Personnel

There were no loans made to the Directors or other Key Management Personnel of the Group, including their personally related parties during the 2022 financial year.

F. Employment Contracts of Directors and Key Management Personnel

The following Directors and Key Management Personnel were under contract at 30 June 2022.

Name Bill Beament Term of Contract Fixed Contract (Twelve Months and any extension thereof) Commencement Date 1 July 2021 Amount $ $250,000 per annum exclusive of superannuation. Short-term incentive bonus payable annually. Notice Period

The Executive Service Agreement may be terminated upon mutual agreement.

The Company may at its sole discretion terminate Bill Beament’s employment immediately for cause or by giving twelve months written notice.

Bill Beament may terminate the employment by giving three months’ written notice to the Company, immediately if at any time the Company commits a serious or persistent breach of any of the provisions contained in the Executive Service Agreement and the breach is not remedied within seven days, if the Company enters into any deed of composition or arrangement with its creditors; is placed under the control of a receiver, receiver and manager, provisional liquidator or liquidator; or is in breach of any regulation of any government or regulatory authority which breach remains unremedied, then Bill Beament may terminate this Agreement by giving the Company one month prior written notice of the termination of this Agreement.

Termination Benefit

The termination payment comprises an amount equal to the amount that would have been received if the balance of the Term had been served but not exceeding twelve months current Salary; and the aggregate of unpaid annual Salary and annual leave accrued to the date of termination.

Name Trevor Hart Term of Contract Ongoing Commencement Date 1 November 2017 Amount $ $19,163 per month (Effective 1 July 2019) Notice Period 30 days notice by either party with or without cause. Termination Benefit None

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Remuneration Report

G. Other transactions with Key Management Personnel

All transactions with related parties are made on normal commercial terms and conditions except where indicated.

During the financial year, the Company paid $183,283 to Gilbert + Tobin to provide legal advice, of which Michael Blakiston is a Partner.

As at 30 June 2022, there was $1,748 in Trade and Other Payables due to Gilbert + Tobin.

There were no transactions with Key Management Personnel not disclosed above.

H. Services from Remuneration Consultants

During the financial year ended 30 June 2022, the Group engaged BDO Reward (WA) Pty Ltd, remuneration consultants, to review the remuneration policies for executives. BDO Reward (WA) Pty Ltd was paid $14,850 for these services.

I. Voting and comments made at the Company’s 2021 Annual General Meeting

Develop Global Ltd received more than 99% of “yes” votes on its remuneration report for the 2021 financial year. The Company did not receive any specific feedback at the AGM or throughout the year on its remuneration practices.

End of Audited Remuneration Report.

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Directors’ Report Declaration

Auditor’s Independence Declaration

A copy of the Auditor’s Independence Declaration as required under section 307C of the Corporations Act 2001 is set out on page 16.

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

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BILL BEAMENT Managing Director

Dated this 29[th] day of September 2022

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

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

As lead auditor of Develop Global Limited for the year ended 30 June 2022, I declare that, to the best of my knowledge and belief, there have been:

No contraventions of the auditor independence requirements of the Corporations Act 2001 relation to the audit; and
No contraventions of any applicable code of professional conduct in relation to the audit.

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

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Glyn O’Brien

Director

BDO Audit (WA) Pty Ltd

Perth, 29 September 2022

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

Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Consolidated Statement of Profit or Loss and Other Comprehensive Income for the Year Ended 30 June 2022

Note Revenue 2a Cost of sales Gross Profit Other Income 2b Care and maintenance expenses Administrative expenses Directors, employees, and consultants’ expenses Share based payments 24 Payroll tax Exploration and evaluation expenses Depreciation expenses 3 Impairment of trade and other receivables 3 Impairment of exploration and evaluation expenses 3 Loss on sale of property, plant and equipment Re-estimation of site rehabilitation 4 Operating profit/(loss) Finance costs 4 Loss before income tax Income tax expense 5 Loss after income tax attributable to the owners of the Group Other comprehensive income for the year, net of tax Total comprehensive loss for the year attributable to owners of the Group Loss per share for the year attributable to the owners of the Group Basic loss per share (cents) 6 Diluted loss per share (cents) 6	2022 2021
	$ $
	4,512,431 - (3,639,077) -
	873,354 -
	77,120 154,043 (402,857) - (1,806,938) (775,344) (2,418,839) (1,266,209) (8,305,538) (80,240,999) 3,212,220 (5,353,700) (444,538) (387,234) (465,388) (312,978) - (149,886) (396,736) (816,720) - (538,729) 1,003,347 (104,983)
	(9,074,793) (89,792,739) (148,665) (89,425)
	(9,223,458) (89,882,164)
	- -
	(9,223,458) (89,882,164)

	- -

	(9,223,458) (89,882,164)
	(6.39) (113.23) (4.80) (69.63)

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

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities Consolidated Statement of Financial Position as at 30 June 2022

Financial Report for the Year Ended 30 June 2022

Note Assets Current assets Cash and cash equivalents 8 Trade and other receivables 9 Inventories 10 Other assets 11 Total current assets Non-current assets Property, plant and equipment 12 Right of use assets 13 Exploration and evaluation expenditure 14 Mine properties 15 Other receivables 16 Other assets 11 Total non-current assets Total assets Liabilities Current liabilities Trade and other payables 17 Lease liabilities 19a Employee benefits 20 Provisions 21a Total current liabilities Non-current liabilities Lease liabilities 19b Employee benefits 20 Provisions 21b Contract liabilities 22 Total non-current liabilities Total liabilities Net assets Equity Issued capital 23a Reserves 24 Accumulated losses 23f Total equity	2022 2021
	$ $
	43,206,524 16,831,391 2,978,776 274,759 4,023,172 4,300 1,345,198 279,630
	51,553,670 17,390,080
	34,274,935 686,859 3,498,543 101,423 45,757,912 27,281,840 55,679,219 - 10,537,434 11,857,233 3,582,548 -
	153,330,591 39,927,355

	204,884,261 57,317,435
	7,953,804 1,302,180 1,634,662 103,779 438,674 109,903 2,141,480 5,353,700
	12,168,620 6,869,562
	1,883,051 - 77,787 28,565 27,181,064 14,821,541 19,019,670 -
	48,161,572 14,850,106

	60,330,192 21,719,668

	144,554,069 35,597,767
	202,081,283 132,008,693 128,215,812 80,108,642 (185,743,026) (176,519,568)
	144,554,069 35,597,767

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

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Consolidated Statement of Changes in Equity for the Year Ended 30 June 2022

Note Balance at 30 June 2020 Loss for the year Total comprehensive loss for the year Transactions with owners in their capacity as owners: Issue of securities 23a Security issue costs 23a Share based payments issued 24b Share based payments exercised 23a, 24b Share based payments forfeited 24b Options exercised 23a Balance at 30 June 2021 Loss for the year Total comprehensive loss for the year Transactions with owners in their capacity as owners: Issue of securities 23a Security issue costs 23a Share based payments issued 24b Share based payments exercised 23a, 24b Options exercised 23a Share based payments contingent consideration 26a Balance at 30 June 2022		Issued Capital Share Based Compensation Reserve Accumulated Losses Total Equity $ $ $ $


		110,289,634 228,150 (86,637,404) 23,880,380
		- - (89,882,164) (89,882,164)
		- - (89,882,164) (89,882,164)
		17,554,137 - - 17,554,137 (744,950) - - (744,950) - 80,360,999 - 80,360,999 360,507 (360,507) - - - (120,000) - (120,000) 4,549,365 - - 4,549,365
		21,719,059 79,880,492 - 101,599,551
		132,008,693 80,108,642 (176,519,568) 35,597,767
		- - (9,223,458) (9,223,458)
		- - (9,223,458) (9,223,458)
		66,736,304 - - 66,736,304 (1,861,398) - - (1,861,398) - 8,305,538 - 8,305,538 90,465 (90,465) - - 5,107,219 - - 5,107,219 - 39,892,097 - 39,892,097
		70,072,590 48,107,170 - 118,179,760
		202,081,283 128,215,812 (185,743,026) 144,554,069

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

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Consolidated Statement of Cash Flows for the Year Ended 30 June 2022

Note Cash flows related to operating activities Receipts from customers Cash paid to suppliers and employees Receipts from lease of camp Interest received Interest paid Government stimulus and job keeper received Net cash used in operating cash flows 31a Cash flows related to investing activities Payment for purchases of plant and equipment Proceeds from sale of plant and equipment Payment for exploration and evaluation expenditure Payment for purchase of Heron Resources Ltd Payment for other assets Net cash used in investing cash flows Cash flows related to financing activities Proceeds from issue of securities Proceeds from conversion of options into shares Capital raising costs Proceeds from borrowings Repayments of borrowings Repayments of lease liabilities Net cash provided by financing cash flows Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash acquired from acquisition of Heron Resources Ltd 26 Cash and cash equivalents at the end of the year 8	2022 2021 $ $ 2,327,104 - (8,974,472) (2,457,174) - 38,500 42,798 10,914 (13,414) (179,862) - 162,000
	(6,617,984) (2,425,622)
	(2,037,358) (27,085) - 150,000 (6,957,810) (2,553,266) (16,454,265) - (20,000) -
	(25,469,433) (2,430,351)
	54,922,642 16,718,637 4,972,028 3,789,819 (1,986,103) (588,626) 900,417 151,153 (250,007) (562,146) (69,963) (77,965)
	58,489,014 19,430,872

	26,401,597 14,574,899
	16,831,391 2,256,492 (26,464) -
	43,206,524 16,831,391

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

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Notes to the Consolidated Financial Statements

Note 1 - Statement of Significant Accounting Policies

Reporting Entity

The consolidated financial statements comprise Develop Global Limited (formerly Venturex Resources Limited) (“ Company ”) and its subsidiaries, (collectively the “ Group Entity ” or the “ Group ”). The Company is a listed public Company domiciled in Australia. The Company’s registered office is at 234 Railway Parade, West Leederville, Western Australia.

The Group is a for-profit entity and is involved in the exploration and development of base metals and mining services.

Basis of Accounting

The consolidated financial statements are general purpose financial statements which have been prepared in accordance with Australian Accounting Standards (“ AASBs ”) adopted by the Australian Accounting Standards Board (“ AASB ”) and the Corporations Act 2001. The consolidated financial statements comply with International Financial Reporting Standards (“ IFRSs ”) adopted by the International Accounting Standards Board ( “IASB” ). They were authorised for issue by the Board of Directors on 29[th] September 2022.

Details of the Group’s accounting policies and changes to significant accounting policies are detailed below.

Functional and Presentation Currency

These consolidated financial statements are presented in Australian dollars, which is the Company’s functional currency. Basis of Measurement

The consolidated financial statements have been prepared on the historical cost basis, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets, and financial liabilities.

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

Significant Accounting Policies

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

(a) Basis of Consolidation

Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.

A list of subsidiaries is contained in Note 30 to the financial statements. All subsidiaries have a June financial year-end.

Loss of control

When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related non-controlling interest and other components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost.

Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated.

(b) Adoption of New or Amended Accounting Standards

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

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

(c) Foreign Currencies

Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of Group Entities at exchange rates at the dates of the transactions.

(d) Revenue Recognition

Revenue from Contracts with Customers

(i) Contract mining services

Contract mining services include contract underground mining. The performance obligation is fulfilled over time as the Group enhances mining assets which the customer controls and for which the Group has a right to payment for performance to date and as such revenue is recognised over time. Revenue is recognised monthly based on units of production at agreed contract rates that is aligned with the stand-alone selling prices for each performance obligation. The majority of the Group’s revenue is paid one month in arrears and therefore gives rise to an accrued revenue (contract liability, refer note 1(e)). The total transaction price for contract services may include variable consideration.

(ii) Equipment rental

Rental income is recognised on either a straight-line or machine hours basis over the term of the operating lease.

(iii) Labour hire

Labour hire revenue is recognised over time as services are rendered based predominantly on an hourly rate.

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Notes to the Consolidated Financial Statements

Interest

Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.

Other revenue

Other revenue is recognised when it is received or when the right to receive payment is established.

(e) Contract Liabilities

A contract liability is the obligation to transfer goods or services to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Group transfers goods or services to the customer, a contract liability is recognised when the payment is made or the payment is due (whichever is earlier.) Contract liabilities are recognised as revenue when the Group performs under the contract.

(f) Finance Income and Finance Costs

The Group’s finance income and finance costs include interest income, interest expense, unwinding of the discount on provisions. Interest income or expense is recognised using the effective interest method.

The ‘effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to:

the gross carrying amount of the financial asset; or
the amortised cost of the financial liability.

In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortised cost of the liability. However, for financial assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the amortised cost of the financial asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis.

(g) Financial Instruments

Recognition and initial measurements

Trade receivables are initially recognised when they originate. All other financial assets and financial liabilities are initially recognised when the Group becomes a party to the contractual provisions of the instrument.

Offsetting

Financial assets and financial liabilities are offset, and the net amount presented in the statement of financial position when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.

(h) Inventories

Raw materials, work in progress and finished goods are stated at the lower of cost and net realisable value on a 'first in first out' basis. Cost comprises of direct materials and delivery costs, direct labour, import duties and other taxes, an appropriate proportion of variable and fixed overhead expenditure based on normal operating capacity, and, where applicable, transfers from cash flow hedging reserves in equity. Costs of purchased inventory are determined after deducting rebates and discounts received or receivable.

Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

(i) Property, Plant and Equipment

Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss.

Subsequent expenditure

Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.

Depreciation

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

Depreciation is calculated to write off the cost of items of property, plant and equipment less their estimated residual values using the straight-line method over their estimated useful lives and is generally recognised in profit or loss. Land is not depreciated.

The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:

	2022	2021
Plant and equipment	3-30years	3-30years
Buildings	7-20years	7-20years
Furniture and Fittings	8-20years	8-20years

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Notes to the Consolidated Financial Statements

(j) Leases

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

At commencement or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of its relative stand-alone prices.

The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the right-of-use asset reflects that the Group will exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property, plant, and equipment. In addition, the right-of use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurement of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate.

The Group determines its incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased.

Lease payments included in the measurement of the lease liability comprise the following:

Fixed payments, including in-substance fixed payments; and
Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, if the Group changes its assessment of whether it will exercise a purchase, extension, or termination option or if there is a revised in-substance fixed lease payment.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the rightof-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The Group presents right-of-use assets that do not meet the definition of investment property in “property, plant and equipment” and lease liabilities in “loans and borrowings” in the statement of financial position.

Short-term leases and leases of low-value assets

The Group has elected not to recognise right-of-use assets and lease liabilities for leases of low-value assets and shortterm leases. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

(k) Exploration and Evaluation Expenditure

Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves.

Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made.

When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.

A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.

(l) Mine Properties

Mine properties in development

Mine properties in development represent the expenditure incurred when technical feasibility and commercial viability of extracting a mineral resource have been demonstrated, and includes the costs incurred up until such time as the asset is capable of being operated in a manner intended by management. These costs are not amortised but the carrying value is assessed for impairment whenever facts and circumstances suggest that the carrying amount of the asset may exceed its recoverable amount.

Mine properties in production

Mine properties in production represent the accumulation of all acquisition, exploration, evaluation and development expenditure incurred by or on behalf of the Group in relation to areas of interest in which mining of the mineral resource has commenced. When further development expenditure is incurred in respect of a mine property after the commencement of production, such expenditure is carried forward as part of the cost of that mine property only when substantial future economic benefits are established, otherwise such expenditure is classified as part of the cost of production.

Amortisation is provided on a units-of-production basis, with separate calculations being made for each mineral resource. The units-of-production method results in an amortisation charge proportional to the depletion of the economically recoverable mineral resources (comprising proven and probable reserves).

A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. An impairment exists when the carrying value of mine properties exceeds its estimated

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Notes to the Consolidated Financial Statements

recoverable amount. The asset is then written down to its recoverable amount and the impairment losses are recognised in profit or loss.

(m) Asset Acquisition

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

(n) Impairment

Non-financial assets

At each reporting date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, then the asset’s recoverable amount is estimated.

The recoverable amount of an asset is the greater of its value in use and its fair value less costs of disposal. Value in use, is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

Impairment testing is performed bi-annually for intangible assets with indefinite lives.

Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

(o) Borrowings

Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method.

(p) Employee Benefits

Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

- Other long term employee benefits

The Group’s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior period. That benefit is discounted to determine its present value. Remeasurements are recognised in profit or loss in the period in which they arise.

Share-based payment arrangements

The grant-date fair value of equity-settled share-based payment arrangements granted to employees is generally recognised as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognised is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant-date fair value of the share-based payment is measured to reflect such conditions and there is no trueup for differences between expected and actual outcomes.

(q) Provisions

Provisions are recognised when the Group has a present (legal or constructive) obligation as a result of a past event, it is probable the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. If the time value of money is material, provisions are discounted using a current pre-tax rate specific to the liability. The increase in the provision resulting from the passage of time is recognised as a finance cost.

(r) Income Tax Income tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in OCI.

Current Tax

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax also includes any tax arising from dividends. Current tax assets and liabilities are offset only if certain criteria are met.

Deferred Tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

Deferred tax is not recognised for:

temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss;
temporary differences related to investments in subsidiaries, associates, and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and
taxable temporary differences arising on the initial recognition of goodwill.

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Notes to the Consolidated Financial Statements

Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognise a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the business plans for individual subsidiaries in the Group. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improves.

Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable that future taxable profits will be available against which they can be used.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date, and reflects uncertainty related to income taxes, if any.

The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset only if certain criteria are met.

(s) Goods and Services Tax (GST)

Revenues, expenses, and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense.

Receivables and payables in the statement of financial position are shown inclusive of GST.

The net amount of GST recoverable from or payable is included as a current asset or liability in the statement of financial position.

Cash flows are presented in the statement of cashflows on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.

(t) Earnings per Share

The Group presents basic and diluted earnings per share (“ EPS ”) data for its ordinary shares. Basic earnings per share is calculated by dividing the profit or loss after income tax attributable to ordinary Shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share is calculated by dividing the profit or loss after income tax attributable to ordinary Shareholders of the Company by the weighted average number of ordinary shares outstanding during the period, adjusted for the effects of all dilutive potential ordinary shares, which comprise share options granted to employees.

(u) Segment Reporting

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that related to transactions with any of the Group’s other components. A geographical segment is engaged in providing products or services within a particular economic environment and is subject to risks and returns that are different from those of segments operating in other economic environments.

(v) Share Capital

Ordinary shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares, share options and performance rights are recognised as a deduction from equity, net of any tax effects.

(w) Critical accounting judgements, estimates and assumptions

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue, and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below.

Estimate of useful lives of assets

The estimation of the useful lives of assets has been based on Taxation Ruling TR 2020/3 and historical experience. The condition of the assets is assessed at year end and considered against the remaining useful life.

Exploration and evaluation expenditure

The exploration and evaluation expenditure is reviewed regularly to ensure that the capitalised expenditure is only carried forward to the extent that it is expected to be recouped through the successful development of the areas of interest or when activities in the areas of interest have not yet reached a stage which permit reasonable assessment of the existence of economically recoverable reserves.

Impairment of assets and exploration and evaluation expenditure

The Group determines whether non-current assets should be assessed for impairment based on identified impairment triggers. At each reporting date Management assesses the impairment triggers based on their knowledge and judgement.

Rehabilitation provision

The provision for rehabilitation is based on the present obligations of the estimates of the future sacrifice of economic benefits required to meet the environmental liabilities on the Group’s tenements. The Group has considered the provision for rehabilitation for its exploration tenements based on reports conducted by independent consultants. The Group has estimated the increase in costs over time for rehabilitation would increase by the Consumer Price Index, and the discount value in determining the present value of the provision for rehabilitation would be the Government bond rate.

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Notes to the Consolidated Financial Statements

Share-based payment transactions – performance rights and options

The Company measures the cost of equity-settled transactions with Directors, Key Management Personnel, and employees by reference to the fair value of the equity instruments at the date at which they are granted.

The fair value at grant date for performance rights issued with a market condition are calculated using a Monte-Carlo simulation model, taking into account the impact of the market condition.

The fair values of performance rights issued with a material transaction condition are calculated using the share price on the date of issue.

The fair values of options granted are calculated at the grant date using a Black Scholes option-pricing model.

Non-market vesting conditions are included in assumptions about the number of performance rights or options that are expected to become exercisable. The employee benefit expense recognised each period considers the most recent estimate. The impact of the revision to original estimates, if any, is recognised in the statement of profit or loss and other comprehensive income with a corresponding adjustment to equity.

Share-based payment transactions – Contingent Consideration

The Group estimates contingent consideration based on the existence of a present obligation to settle in cash or shares at the date of acquisition. If the Group has a present obligation to settle in cash the contingent liability would be recognised as a liability that would be remeasured at each reporting period. If the Group does not have a present obligation to settle in cash, management can determine the most likely scenario of settling in either cash or shares. If the Group determines to settle in shares then the contingent consideration is measured at fair value, resulting in a credit to Share Based Payment Reserve.

Lease term

The lease term is a significant component in the measurement of both the right-of-use asset and lease liability. Judgement is exercised in determining whether there is reasonable certainty that an option to extend the lease or purchase the underlying asset will be exercised, or an option to terminate the lease will not be exercised, when ascertaining the periods to be included in the lease term. In determining the lease term, all facts and circumstances that create an economical incentive to exercise an extension option, or not to exercise a termination option, are considered at the lease commencement date. Factors considered may include the importance of the asset to the Group's operations; comparison of terms and conditions to prevailing market rates; incurrence of significant penalties; existence of significant leasehold improvements; and the costs and disruption to replace the asset. The Group’s reassesses whether it is reasonably certain to exercise an extension option, or not exercise a termination option, if there is a significant event or significant change in circumstances.

Incremental borrowing rate

Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is estimated to discount future lease payments to measure the present value of the lease liability at the lease commencement date. Such a rate is based on what the Group estimates it would have to pay a third party to borrow the funds necessary to obtain an asset of a similar value to the right-of-use asset, with similar terms, security, and economic environment.

Employee benefits provision

The liability for employee benefits expected to be settled more than 12 months from the reporting date are recognised and measured at the present value of the estimated future cash flows to be made in respect of all employees at the reporting date. In determining the present value of the liability, estimates of attrition rates and pay increases through promotion and inflation have been taken into account.

Asset Acquisition not Constituting a Business

When an asset acquisition does not constitute a business combination, the assets and liabilities are assigned a carrying amount based on their relative fair values in an asset purchase transaction and no deferred tax will arise in relation to the acquired assets and assumed liabilities as the initial recognition exemption for deferred tax under AASB 112 applies. No goodwill will arise on the acquisition and transaction costs of the acquisition will be included in the capitalised cost of the asset. Estimates and judgements are required by the Group, taking into consideration all available information at the acquisition date, to assess the fair value of assets acquired, liabilities and contingent liabilities assumed.

Ore Reserve and Resource Estimates

Economically recoverable ore reserves represent the estimated quantity of product in an area of interest that can be expected to be profitably extracted, processed and sold under current and foreseeable economic conditions. The Group prepares and reports ore reserves under the standards incorporated in the Australasian Code for Reporting Exploration Results, Mineral Resources and Ore Reserves, 2012 edition (the JORC Code). The determination of ore reserves includes estimates and assumptions about a range of geological, technical and economic factors, including: quantities, grades, productions techniques, recovery rates, production costs, transport costs, commodity demand, commodity prices and exchange rates.

Changes in ore reserves impact the assessment of recoverability of exploration and evaluation assets, property, plant and equipment, the carrying amount of assets depreciated on a units of production basis, provision for site restoration and the recognition of deferred tax assets, including tax losses.

Impairment of Mine Properties

Impairment testing of assets in the development or production phase.

The carrying amounts of assets in the development or production phase are reviewed at each balance date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

The recoverable amount of an asset or cash-generating unit is the greater of its value-in-use (“VIU”) and its fair value less costs of disposal (“FVLCD”). For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (“cash-generating unit”).

An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in the Statement of Profit or Loss and Other Comprehensive Income.

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Notes to the Consolidated Financial Statements

Impairment losses recognised in prior periods are assessed at each balance date for any indications that the loss has decreased or no longer exists and therefore should be reversed. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had initially been recognised. Impairment reversals are also recognised in the Statement of Profit or Loss and Other Comprehensive Income.

(x) New Accounting Standard for Application in Future Periods

The following new/amended accounting standards and interpretations have been issued but are not mandatory for financial years ended 30 June 2022. They have not been adopted in preparing the financial statements for the year ended 30 June 2022 and are expected to impact the entity in the period of initial application. In all cases the entity intends to apply these standards from application date as indicated below.

AASB reference

Title and Affected Standard

AASB 2021-2 (issued March 2021)

Amendments to Australian Accounting Standards – Disclosure of Accounting Policies and Definition of Accounting Estimates

Nature of Change Introduces a definition of ‘accounting estimate’, i.e. monetary amounts in financial statements that are subject to estimation uncertainty, such as estimating expected credit losses for receivables, or estimating the fair value of an item recognised in the financial statements at fair value.

Accounting estimates are developed using measurement techniques and inputs. Measurement techniques comprise estimation techniques (such as used to determine expected credit losses or value in use) and valuation techniques (such as the income approach to determine fair value).

The amendments clarify that a change in an estimate occurs when there is either a change in a measurement technique or a change in an input.

Application Date

Annual reporting periods beginning on or after 1 January 2023

Impact on Initial Application There will be no impact on the financial statements when these amendments are first adopted because they apply prospectively to changes in accounting estimates that occur on or after the beginning of the first annual reporting period to which these amendments apply, i.e. annual periods beginning on or after 1 July 2023.

AASB reference AASB 2021-2 (issued March 2021) Title and Affected Standard Amendments to Australian Accounting Standards – Disclosure of Accounting Policies and Definition of Accounting Estimates Nature of Change Only ‘material’ accounting policy information must be disclosed in the financial statements, i.e. if it relates to material transactions, other events or conditions and:

The entity has changed its accounting policy during the period
There are one or more accounting policy options in Accounting Standards
The accounting policy was developed applying the hierarchy in AASB 108 because there is no specific IFRS dealing with the transaction
Significant judgement was required in applying the accounting policy
The accounting is complex, e.g. more than one IFRS applies to the transaction.

Application Date Annual reporting periods beginning on or after 1 January 2023 Impact on Initial Application Disclosure impact only.

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Notes to the Consolidated Financial Statements

Note 2 – Revenue and Other Income

(a) Revenue from contracts with customers Contract and operational revenue (over time) (b) Other Income Interest income on bank deposits Rental income – Spinifex Ridge Camp Government Stimulus JobKeeper Other Income Total other income	2022 2021
	$ $
	4,512,431 -
	4,512,431 -
	45,408 10,906 - 7,637 - 67,500 - 68,000 31,712 -
	77,120 154,043

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

Type of goods or services Contract and operational revenue Total external revenue from contracts with customers Geographical information by location of customer Australia Total external revenue from contracts with customers	Mining Services Mining and Exploration Other Total
	$ $ $ $
	4,512,431 - - 4,512,431
	4,512,431 - - 4,512,431
	4,512,431 - - 4,512,431
	4,512,431 - - 4,512,431

There were no disaggregation of revenue from contracts for the 2021 financial year.

Note 3 - Expenses

Note 3 - Expenses
Note Depreciation expenses Depreciation expenses 12 Depreciation expenses – Right of Use Asset 13 Impairment expenses Impairment of trade and other receivables Impairment of exploration and evaluation expenses 14	2022 2021 $ $ 246,416 240,310 218,972 72,668 465,388 312,978 - 149,886 396,736 816,720 396,736 966,606
Note 4 - Finance Income and Finance Costs
Note Recognised in profit or loss Interest expense on financial liabilities measured at amortised cost (Mine Rehabilitation Provision) 21 Interest expense - borrowings Interest expense - lease liability Re-estimation adjustment on mine rehabilitation provision 21 *Net finance costs (income) recognised in profit or loss*	2022 2021 $ $ 118,577 (2,568) 6,620 85,738 23,468 6,255 148,665 89,425 (1,003,347) 104,983 (1,003,347) 104,983 (854,682) 194,408

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Notes to the Consolidated Financial Statements

Note 5 - Income Tax Expense

(a) Income tax recognised in profit or loss Current tax expense Deferred tax expense Total income tax expense (b) Loss before tax Income tax using the domestic corporation tax rate of 30% (2021: 30%) Increase/(decrease) in income tax expense due to: Non-deductible expenses Deductible expenses Tax losses not brought to account Income tax (credit) expense	2022 2021
	$ $
	- - - -
	- -
	(9,223,458) (89,882,164)
	(2,767,037) (26,964,649)
	2,517,024 24,122,867 - (123,300) 250,013 2,965,082
	- -

(c) Unrecognised deferred tax liabilities

The Group has a legally enforceable right to set off current tax assets against current tax liabilities and intends to settle on a net basis. Deferred tax liabilities not brought to account, are as follows:

Taxable temporary differences	2022 2021
	$ $
	19,629,119 7,747,501
	19,629,119 7,747,501

(d) Unrecognised deferred tax assets

The Group has not recognised deferred tax assets. This future income tax benefit will only be obtained if:

the Group derives future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the losses to be realised;
the Group continues to comply with the conditions for deductibility imposed by tax legislation;
no changes in tax legislation adversely affect the Group in realising the benefit.

Deferred tax assets not brought to account, the benefits of which will only be realised if the conditions for deductibility set out above occur, are as follows:

Deductible temporary differences Tax losses	2022 2021 $ $ 9,574,595 1,492,848 42,969,569 28,547,091 52,544,164 30,039,939
Note 6 - Lossper Share
(a) Basic loss per share (cents) (b) Diluted loss per share (cents) (c) Net loss used in the calculation of basic loss per share and diluted loss per share (d) Weighted average number of ordinary shares during the year used in calculating basic loss per share (e) Weighted average number of ordinary shares during the year used in calculating diluted loss per share	2022 2021 (6.39) (113.23) (4.80) (69.63) ($9,223,458) ($89,882,164) 144,398,535 79,383,497 192,245,378 129,086,973

The weighted average number of ordinary shares for 2021 has been restated for the effect of the 5:1 share consolidation that was completed on 26 November 2021.

The reconciliation of weighted average number of shares due to share consolidation completed is provided as follows:

	30 June 2021	30 June 2021
		Restated 5:1
Basic loss per share (cents)	(22.65)	(113.23)
Diluted loss per share (cents)	(13.93)	(69.63)
Weighted average number of ordinary shares	396,917,484	79,383,497
Weighted average number of ordinary shares (diluted)	645,434,866	129,086,973

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Notes to the Consolidated Financial Statements

Note 7 - Auditor’s Remuneration

Audit and review of financial statements Other assurances services	2022 2021
	$ $
	87,548 45,422 18,837 40,170
	106,385 85,592

Note 8 - Cash and Cash Equivalents

ote 8 - Cash and Cash Equivalents
Cash at bank Call deposits	2022 2021
	$ $
	2,027,446 27,382 41,179,078 16,804,009
	43,206,524 16,831,391

The financial risk management can be found in Note 35.

Note 9 - Trade and Other Receivables

Trade and other receivables Impairment of Trade and other receivables	2022 2021
	$ $
	3,341,218 637,201 (362,442) (362,442)
	2,978,776 274,759

There are no past due trade and other receivables that are not impaired. The financial risk management can be found in Note 35.

Note 10 - Inventories

Consumables	2022 2021
	$ $
	4,023,172 4,300
	4,023,172 4,300

Note 11 - Other Assets

Prepayments - current Bank Guarantees – current Rehabilitation Security Deposit – non-current	2022 2021
	$ $
	1,286,398 240,830 58,800 38,800
	1,345,198 279,630
	3,582,548 -
	3,582,548 -

A rehabilitation security deposit of $3,582,548 has been paid to the NSW Government to cover estimated rehabilitation costs in the unlikely event the Group cannot fulfil its financial obligations at Woodlawn.

Note 12 - Property, Plant and Equipment

Note 12 - Property, Plant and Equipment
	Note	2022	2021
		$	$
*Property, Plant and Equipment*
At cost		35,270,275	1,440,783
Accumulated depreciation		(995,340)	(753,924)
		34,274,935	686,859
Movements in carrying amounts for each class of	property, plant and	equipment.
*Total Property, Plant and Equipment*
Carrying amount at the beginning of year		686,859	1,588,813
Additions		3,834,492	27,085
Additions through acquisition of Heron Resources Ltd	26	30,000,000	-
Disposals		-	(688,729)
Depreciation expense		(246,416)	(240,310)
Carrying amount at the end of year		34,274,935	686,859
*Property*
Carrying amount at the beginning of year		-	20,000
Disposals		-	(20,000)
Carrying amount at the end of year		-	-

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Notes to the Consolidated Financial Statements

*Buildings* Carrying amount at the beginning of year Depreciation expense Carrying amount at the end of year Leasehold Improvements Carrying amount at the beginning of year Additions Depreciation expense Carrying amount at the end of year *Plant and Equipment* Carrying amount at the beginning of year Additions Additions through acquisition of Heron Resources Ltd Disposals Depreciation expense Carrying amount at the end of year *Capital Works in Progress* Carrying amount at the beginning of year Additions Carrying amount at the end of year	2022 2021 $ $ 477,761 595,400 (117,639) (117,639) 360,122 477,761 - - 1,648 (1648) - - - 209,098 973,413 3,027,499 27,085 30,000,000 - - (668,729) (127,129) (122,671) 33,109,468 209,098 - - 805,345 - 805,345 -
Note 13 – Right of Use Assets
Note 2022 2021 $ $ *Right of Use Assets* At cost 3,854,163 246,475 Accumulated Depreciation (355,620) (145,052) 3,498,543 101,423 Movements in carrying amounts for each class of right of use assets. *Total Right of Use Assets* Carrying amount at the beginning of year 101,423 39,309 Additions 1,876,727 134,782 Additions through acquisition of Heron Resources Ltd 1,739,365 - Depreciation expense (218,972) (72,668) Carrying amount at the end of year 3,498,543 101,423 *Building Lease* Carrying amount at the beginning of year 101,087 34,939 Additions - 134,782 Depreciation expense (67,391) (68,634) Carrying amount at the end of year 33,696 101,087 *Plant and Equipment Lease* Carrying amount at the beginning of year 336 4,370 Additions 1,876,727 - Additions through acquisition of Heron Resources Ltd 26 1,739,365 - Depreciation expense (151,581) (4,034) Carrying amount at the end of year 3,464,847 336

Buildings
Carrying amount at the beginning of year
Depreciation expense
Carrying amount at the end of year
Leasehold Improvements
Carrying amount at the beginning of year
Additions
Depreciation expense
Carrying amount at the end of year
Plant and Equipment
Carrying amount at the beginning of year
Additions
Additions through acquisition of Heron Resources Ltd
Disposals
Depreciation expense
Carrying amount at the end of year
Capital Works in Progress
Carrying amount at the beginning of year
Additions
Carrying amount at the end of year

2022
2021
$
$
477,761
595,400
(117,639)
(117,639)
360,122
477,761
-
-
1,648
(1648)
-
-
-
209,098
973,413
3,027,499
27,085
30,000,000
-
-
(668,729)
(127,129)
(122,671)
33,109,468
209,098
-
-
805,345
-
805,345
-

Note 13 – Right of Use Assets

Note
2022
2021
$
$
Right of Use Assets
At cost
3,854,163
246,475
Accumulated Depreciation
(355,620)
(145,052)
3,498,543
101,423
Movements in carrying amounts for each class of right of use assets.
Total Right of Use Assets
Carrying amount at the beginning of year
101,423
39,309
Additions
1,876,727
134,782
Additions through acquisition of Heron Resources Ltd
1,739,365
-
Depreciation expense
(218,972)
(72,668)
Carrying amount at the end of year
3,498,543
101,423
Building Lease
Carrying amount at the beginning of year
101,087
34,939
Additions
-
134,782
Depreciation expense
(67,391)
(68,634)
Carrying amount at the end of year
33,696
101,087
Plant and Equipment Lease
Carrying amount at the beginning of year
336
4,370
Additions
1,876,727
-
Additions through acquisition of Heron Resources Ltd
26
1,739,365
-
Depreciation expense
(151,581)
(4,034)
Carrying amount at the end of year
3,464,847
336

Leases as lessee

The Group leases equipment and storage premises. These leases are short-term. The Group has elected not to recognise right of use assets and lease liabilities for these leases.

Note 14 – Exploration and Evaluation Expenditure

*Exploration & evaluation expenditure* At cost Accumulated impairment	2022 2021
	$ $
	85,925,657 67,449,541 (40,167,745) (40,167,701)
	45,757,912 27,281,840

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Notes to the Consolidated Financial Statements

Movements in Carrying Amounts of exploration and evaluation expenditure.

Note Carrying amount at the beginning of year Additions Additions through acquisition of Heron Resources Ltd 26 Joint Venture receivable for rehabilitation Rehabilitation - Increase in the discounted amount arising due to change in assumptions – JV 80% 21 Rehabilitation – Interest Expense – JV 80% 21 Impairment / Write Off Carrying amount at the end of year	2022 2021
	$ $
	27,281,840 37,002,615 8,272,808 2,543,519 10,600,000 - 1,319,800 (11,857,233) (1,742,517) 419,932 422,717 (10,273) (396,736) (816,720) 45,757,912 27,281,840

The write off of $396,736 relates to tenements that have been surrendered during the 2022 financial year (2021:$816,720)

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

Note 15 – Mine Properties

Note Mine Properties At cost *Movements in Carrying Amounts of Mine Properties* Carrying amount at the beginning of year Additions through acquisition of Heron Resources Ltd 26 Carrying amount at the end of year	2022 2021
	$ $
	55,679,219 -
	55,679,219 -
	- - 55,679,219 - 55,679,219 -

Note 16 – Other Receivables

Other non-current receivables

	2022	2021
	$	$
	10,537,434	11,857,233
	10,537,434	11,857,233

Other non-current receivables include an estimate of the amount payable by the operators of the Whim Creek Joint Venture for the fulfilment of rehabilitation obligations at the end of operations.

Note 17 - Trade and Other Payables

Trade and other payables Accrued expenses Insurance premium funding	2022 2021
	$ $
	5,777,887 613,696 1,466,364 552,521 709,553 135,963
	7,953,804 1,302,180

The financial risk management can be found in Note 35.

Note 18 – Borrowings

					2022		2021
					$		$
Borrowings
Carrying amount at the beginning of year					-		2,087,869
Interest					-		80,425
Conversion of debt into equity					-		(1,595,045)
Repayment of Loan					-		(573,249)
Carrying amount at the end of		year			-		-
*Terms and repayment schedule*
				30 Jun 2022			30 Jun 2021
		Nominal	Year of		Carrying			Carrying
	Currency	Interest rate	maturity	Face Value	Amount		Face Value	Amount
Borrowings	AUD	10%	2021	-		-	$1,164,500		-

The financial risk management can be found in Note 35.

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Notes to the Consolidated Financial Statements

Note 19 – Lease Liabilities

Note 19 – Lease Liabilities
Lease Liabilities - current Lease Liabilities – non-current	2022 2021 $ $ 1,634,662 103,779 1,883,051 - 3,517,713 103,779
Note 20 - Employee Benefits
Employee Benefits - current Employee Benefits - non-current	2022 2021 $ $ 438,674 109,903 77,787 28,565 516,461 138,468

Note 21 - Provisions

Note Payroll Tax – current a Rehabilitation Provision – non-current b *a Payroll Tax – current* Opening balance at beginning of year Increase (Decrease) in payroll tax provision Balance at end of the year	2022 2021
	$ $
	2,141,480 5,353,700
	2,141,480 5,353,700
	27,181,064 14,821,541
	27,181,064 14,821,541
	5,353,700 - (3,212,220) 5,353,700
	2,141,480 5,353,700

A provision for payroll tax has been recognised in relation to the issuing of Options to Directors and Consultants. The details of options issued can be found in Note 24.

b Rehabilitation Provision – non current

*Mine Rehabilitation – Whim Creek* Opening balance at beginning of year Increase/(decrease) in the discounted amount arising due to change in assumptions -JV 20% Increase/(decrease) in the discounted amount arising due to change in assumptions -JV 80% Interest Expense (JV 20%) Interest Expense (JV 80%) Balance at end of the year	2022 2021
	$ $
	14,821,541 14,309,467 (435,629) 104,983 (1,742,517) 419,932 105,680 (2,568) 422,717 (10,273)
	13,171,792 14,821,541

In accordance with State government legislative requirements, a provision for mine rehabilitation has been recognised in relation to the Group’s interest in the Whim Creek Mine. The provision has been offset by a receivable from Anax Metals Ltd recognising the contractual requirement to rehabilitate the site. (Refer Note 16)

The fair value of the mine rehabilitation model inputs used are as follows:

Inflation Rate – CPI Discount Rate Estimated commencement of outflow Note *Mine Rehabilitation – Woodlawn* Opening balance at beginning of year Additions through acquisition of Heron Resources Ltd 26 Increase / (decrease) in the discounted amount arising due to change in assumptions Interest Expense Balance at end of the year	2022 2021
	2.30% 2.04% 3.49% 1.52% 1st Quarter30 1st Quarter 28 2022 2021 $ $ - - 14,564,092 - (567,717) - 12,897 - 14,009,272 -

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Notes to the Consolidated Financial Statements

In accordance with State government legislative requirements, a provision for mine rehabilitation has been recognised in relation to the Group’s interest in the Woodlawn Mine.

The fair value of the mine rehabilitation model inputs used are as follows:

Inflation Rate – CPI Discount Rate Estimated commencement of outflow	2022 2021
	2.30% - 3.49% - 2032 -

Note 22 – Contract Liabilities

The following table provides information about contract liabilities from contracts with customers.

Contract balances

Contract liabilities

	2022	2021
	$	$
	19,019,670		-

The contract liabilities relate to the Nomad stream arrangement in respect of Woodlawn, the aggregate amount of silver to be delivered to Nomad will be capped at $27 million (Refer Note 26)

The fair value of the contract liabilities model inputs used are as follows:

Discount Rate Estimated commencement of outflow	2022 2021
	10.51% - 2024 -

Note 23 – Capital and Reserves

	2022 2021	2022 2021	2021 $ 110,289,634 17,554,137 360,507 4,549,365 132,753,643 - - - (744,950) 132,008,693 s at date of
	$ $
	202,081,283 132,008,693 128,215,812 80,108,642
	330,297,095 212,117,335

2022	2022 2021
No.	$ No.
605,182,456 132,008,693 317,546,898 61,451,352 4,916,112 239,603,501 597,222 77,639 2,538,409 34,065,956 4,518,135 45,493,648
701,296,986 141,520,579 605,182,456

140,260,971 - -
19,936,351 61,820,192 - 19,733 12,826 - 880,262 589,083 - - (1,861,397) -
161,097,317 202,081,283 605,182,456

		No. Issue Price $	$
		61,451,352 0.080 61,451,352 15,153,492 3.300 4,782,859 2.470 19,936,351 64,565,872 0.055 175,037,629 0.080 239,603,501	4,916,112
			4,916,112
			50,006,530 11,813,662
			61,820,192
			3,551,127 14,003,010
			17,554,137


		No. Issue Price $	$
		597,222 0.130 597,222	77,639
			77,639

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Notes to the Consolidated Financial Statements

Details Shares issued exercise of performance rights Balance post consolidation 2021 Details Shares issued exercise of performance rights Shares issued exercise of performance rights Shares issued exercise of performance rights Shares issued exercise of performance rights Shares issued exercise of performance rights Shares issued exercise of performance rights Balance pre consolidation (iii)Exercise of Options – Shares issued 2022 Details Shares issued exercise of options Shares issued exercise of options Balance pre consolidation Shares issued exercise of options Shares issued exercise of options Balance post consolidation 2021 Details Shares issued exercise of options Balance pre consolidation	No. Issue Price $	$
	19,733 0.650 19,733 250,162 0.205 123,368 0.102 40,319 0.119 233,337 0.195 4,000 0.235 1,887,223 0.130 2,538,409	12,826
		12,826
		51,283 12,645 4,800 45,500 940 245,339
		360,507


	No. Issue Price $	$
	2,307,788 0.100 31,758,168 0.135 34,065,956 851,169 0.675 29,093 0.500 880,262 45,493,648 0.100 45,493,648	230,779 4,287,356
		4,518,135
		574,537 14,546
		589,083
		4,549,365
		4,549,365

(b) Unlisted Options

			Balance at		Exercised
2022	Exercise	Expiry	beginning of	Issued during	during the	Balance pre	Balance post
	Price	Date	year*	the year	year	consolidation	consolidation*
	$		No.	No.	No.	No.	No.
DVPAC	0.100	15-Dec-21	3,998,559	-	(2,307,788)	1,690,771	338,167
DVPAY	0.150	22-Jun-24	17,000,000	-	-	17,000,000	3,400,000
DVPAZ	0.135	22-Jun-23	87,518,823	-	(13,033,478)	74,485,345	14,897,081
DVPAAA	0.150	17-Jun-24	70,000,000	-	-	70,000,000	14,000,000
DVPAAB	0.150	17-Jun-25	70,000,000	-	-	70,000,000	14,000,000
DVPAAC	1.000	01-Oct-24	-	1,000,000	-	1,000,000	200,000
DVPAW	0.135	18-Jul-23	-	30,726,392	(18,724,690)	12,001,702	2,400,931
			248,517,382	31,726,392	(34,065,956)	246,177,818	49,236,179
					Exercised	Expired	Balance at
	Exercise	Expiry	Balance post	Issued during	during the	during the	end
	Price	Date	consolidation*	the year	year	year	of year*
	$		No.	No.	No.	No.	No.
DVPAC	0.500	15-Dec-21	338,167	-	(29,093)	(309,074)	-
DVPAY	0.750	22-Jun-24	3,400,000	-	-	-	3,400,000
DVPAZ	0.675	22-Jun-23	14,897,081	-	(488,781)	-	14,408,300
DVPAAA	0.750	17-Jun-24	14,000,000	-	-	-	14,000,000
DVPAAB	0.750	17-Jun-25	14,000,000	-	-	-	14,000,000
DVPAAC	5.000	01-Oct-24	200,000	-	-	-	200,000
DVPAW	0.675	18-Jul-23	2,400,931	-	(362,388)	-	2,038,543
DVPAAG	various	various	-	1,390,000	-	-	1,390,000
			49,236,179	1,390,000	(880,262)	(309,074)	49,436,843

			Balance at		Exercised	Expired		Balance at
2021	Exercise	Expiry	beginning of	Issued during	during the	during the		end
	Price	Date	year*	the year	year	year		of year*
	$		No.	No.	No.	No.		No.
DVPAC	0.100	15-Dec-21	-	49,492,207	(45,493,648)		-	3,998,559
DVPAY	0.150	22-Jun-24	-	17,000,000	-		-	17,000,000
DVPAZ	0.135	22-Jun-23	-	87,518,823	-		-	87,518,823
DVPAAA	0.150	17-Jun-24	-	70,000,000	-		-	70,000,000
DVPAAB	0.150	17-Jun-25	-	70,000,000	-		-	70,000,000
			-	294,011,030	(45,493,648)		-	248,517,382

* On 26 November 2021, a 5 for 1 share consolidation was completed. Number of shares have been stated as at date of issue.

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Notes to the Consolidated Financial Statements

(c) Terms and conditions of equity

Ordinary Shares

Ordinary shares have the right to receive dividends as declared and, in the event of winding up the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Ordinary shares entitle their holder to one vote, either in person or by proxy, at a Shareholder meeting of the Company.

Options and Performance Rights

Options and Performance Rights do not have the right to receive dividends as declared and, in the event of winding up the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Options and Performance Rights do not entitle their holder to vote at a Shareholder meeting of the Company.

Shares allotted pursuant to an exercise of Options or Performance Rights shall rank from the date of allotment, equally with existing shares of the Company in all respects.

(d) Capital Management

Management controls the capital of the Group in order to ensure that the Group can fund its operations and continue as a going concern.

The Group’s debt and capital includes ordinary share capital and financial liabilities, supported by financial assets. There are no externally imposed capital requirements.

Management effectively manages the Group’s capital by assessing the Group’s financial risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include the management of debt levels, distributions to Shareholders and share issues.

There have been no changes in the strategy adopted by Management to control the capital of the Group since the prior year.

(e) Share based payment reserve

The share-based payment reserve is used to recognise the fair value of Performance Rights and Options issued but not exercised.

(f) Accumulated losses

Movements in accumulated losses were as follows: At the beginning of reporting period Net (loss) for the year At end of the reporting period	2022 2021 $ $ (176,519,568) (86,637,404) (9,223,458) (89,882,164) (185,743,026) (176,519,568)
Note 24 - Share-Based Payments Reserve
Unlisted Performance Rights and Options, and Contingent Consideration Note At beginning of the reporting period Unlisted Performance Rights Expensed during the year b(i) Exercised b(ii) Expired b(iii) Unlisted Options Expensed during the year b(i) Share Based Payment Contingent Consideration Contingent Consideration - Heron Resources Ltd c At end of the reporting period	2022 2021 $ $ 80,108,642 228,150 187,485 415,226 (90,465) (360,507) - (120,000) 8,118,053 79,945,773 39,892,097 - 128,215,812 80,108,642

(a) Details of Unlisted Performance Rights and Options for Directors, Key Management Employees, Employees and Contractors during the year are as follows:

	Grant Date	Expiry Date	Fair Value*	Fair Value*	Value at Grant Date
Unlisted Performance Rights			$		$
2022 LTI	16-May-22	various		2.4300	1,773,900
Unlisted Options
DVPAAC	23-Sep-21	22-Sep-24		1.4855	297,097
DVPAAG	16-May-22	various	1.0847 to	1.5548	1,887,203
DVPAAH	2-Sep-22	21-Sep-25		0.9702	97,022

* On 26 November 2021, a 5 for 1 share consolidation was completed. Fair Value has been stated as at date of issue.

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Notes to the Consolidated Financial Statements

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

		Expensed	Exercised	Expired
	Balance at	during	during	during		Balance at	To Expense
2022	beginning of	the year	the year	the year		end	in future
	year	(i)	(ii)	(iii)		of year	periods
	$	$	$	$		$	$
Unlisted Performance Rights
2020 LTI a	162,869	128,007	(90,465)		-	200,411	38,314
2022 LTI	-	59,478	-		-	59,478	1,714,422
	162,869	187,485	(90,465)		-	259,889	1,752,736
Unlisted Options
DVPAY	1,652,608	7,719,716	-		-	9,372,324	-
DVPAAA	38,591,922	-	-		-	38,591,922	-
DVPAAB	39,701,243	-	-		-	39,701,243	-
DVPAAC	-	227,910	-		-	227,910	69,187
DVPAAG	-	78,625	-		-	78,625	1,808,578
DVPAAH	-	31,065	-		-	31,065	65,958
	79,945,773	8,057,316	-		-	88,003,089	1,943,723

	80,108,642	8,244,801	(90,465)		-	88,262,978	3,696,459

2022 Exercise Price $ Unlisted Performance Rights 2020 LTI a Nil Exercise Price $ 2020 LTI a Nil 2022 LTI Nil	Balance at beginning of year Issued during the year Exercised during the year Expired during the year Balance pre consolidation Balance post consolidation**
	No. No. No. No. No. No.
	2,532,222 - (597,222) - 1,935,000 387,000
	2,532,222 - (597,222) - 1,935,000 387,000

	Balance post consolidation Issued during the year Exercised during the year Expired during the year Balance at resignation Balance at end of year*
	No. No. No. No. No. No.
	387,000 - (19,733) - - 367,267 - 760,000 - - - 760,000
	387,000 760,000 (19,733) - - 1,127,267

2022 Exercise Price $ Unlisted Options DVPAY 0.15c DVPAAA 0.15c DVPAAB 0.15c DVPAAC $1.00 DVPAAG N/A DVPAAH N/A Exercise Price $ DVPAY 0.75c DVPAAA 0.75c DVPAAB 0.75c DVPAAC $5.00 DVPAAG various DVPAAH $4.25	Balance at beginning of year Issued during the year Exercised during the year Expired during the year Balance pre consolidation Balance post consolidation**
	No. No. No. No. No. No.
	17,000,000 - - - 17,000,000 3,400,000 70,000,000 - - - 70,000,000 14,000,000 70,000,000 - - - 70,000,000 14,000,000 - 1,000,000 - - 1,000,000 200,000 - - - - - - - - - - - -
	157,000,000 1,000,000 - - 158,000,000 31,600,000

	Balance post consolidation Issued during the year Exercised during the year Expired during the year Balance at resignation Balance at end of year*
	No. No. No. No. No. No.
	3,400,000 - - - - 3,400,000 14,000,000 - - - - 14,000,000 14,000,000 - - - - 14,000,000 200,000 - - - - 200,000 - 1,390,000 - - - 1,390,000 - - - - - -
	31,600,000 1,390,000 - - - 32,990,000

* On 26 November 2021, a 5 for 1 share consolidation was completed. Number of performance rights and options have been stated as at date of issue.

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Notes to the Consolidated Financial Statements

(c) Share Based Payment – Contingent Consideration

As part of the acquisition of Heron Resources Ltd (See Note 26), Develop has agreed to payments of contingent consideration of up to $70 million in cash or shares (or a combination thereof at the Company’s discretion) dependent on the successful achievement of each of the milestones.

Share Based Payment Contingent Consideration	2022 2021
	$ $
	39,892,097 -
	39,892,097 -

The fair value of the contingent consideration model inputs used are as follows:

Probability (risk adjusted cashflows) Discount Rate Estimated commencement of outflow	2022 2021
	62.5% - 3.7% - 2024 -

(d) Terms and conditions of Unlisted Performance Rights Issued during the year2022 LTI - On 16 May 2022, 760,000 unlisted performance rights were granted to Employees, vesting on various dates and subject to various conditions being achieved, rights as sign-on bonus (can’t be converted into shares until after 3 years), rights for the delivery of a bankable feasibility and project finance for Sulphur Springs and/or Woodlawn, rights on the declaration of commercial and profitable production at Sulphur Springs and/or Woodlawn, rights on group copper equivalent production of >30,000 tonnes per annum, rights on group copper equivalent production of >50,000 tonnes per annum; rights on the establishment/deployment of underground capability for partnerships and/or third-party services. All rights that haven’t vested are cancelled if employment is terminated by either party. These rights are to cover the next five years of long-term incentives issuances and if the performance criteria is not meet after five years from commencement of employment they will be cancelled. Rights converted to shares will be escrowed for 5 years from commencement of employment The probability of achieving the non-market conditions as at 30 June 2022 is currently estimated to be 100%.

(e) Terms and conditions of Unlisted Options Issued during the–year

DVPAAC - A total of 1,000,000 unlisted options were granted to Key Management Personnel on 23 September 2021, 100% vest on 23 September 2022. The unlisted options expire on 22 September 2024. The exercise price of the unlisted options is $1.00. On 26 November 2021, a 5 for 1 share consolidation was completed reducing the option number to 200,000 and increasing the exercise price to $5.00.
DVPAAG - A total of 1,390,000 unlisted options were granted to Employees on 16 May 2022, 11% vest after 2 years of employment, 79% vest after 3 years of employment, 5% vest after 4 years of employment and 5% vest after 5 years of employment. All unlisted options expire 12 months after vesting. The exercise price of the unlisted options that expire in 2 to 3 years is $3.27 and expire in 4 to 5 years is $3.85.
DVPAAH - A total of 100,000 unlisted options were mutually agreed between a Key Management Personnel and Develop on 1 December 2021. The Options obtained shareholder approval on 2 September 2022 and were issued on 21 September 2022. 100% vest on 21 September 2023. The unlisted options expire on 21 September 2025. The exercise price of the unlisted options is $4.25.

(f) Expenses Arising from Share-Based Payment Transactions

Total expenses arising from share-based payment transactions recognised during the year were as follows:

Unlisted Performance Rights Compensation to Directors & Key Management Personnel Compensation to Employees Exercise of Performance Rights Issued to Directors Exercise of Performance Rights Issued to Employees Expiry of Performance Rights Issued to Directors Unlisted Options Compensation to Directors & Key Management Personnel Compensation to Consultants Compensation to Employees	2022 2021
	$ $
	31,243 105,381 156,244 309,845 (18,056) (90,658) (72,410) (269,849) - (120,000)
	97,021 (65,281)
	8,039,428 1,652,608 - 78,293,165 78,625 -
	8,118,053 79,945,773

	8,215,074 79,880,492

Note 25 - Fair Value of Unlisted Performance Rights and Options Granted

Unlisted Performance Rights

Unlisted Performance Rights with Market conditions

The fair value of performance rights granted with market conditions are calculated at the grant date using the Monte Carlo simulation model, taking into account the impact of the market condition. There are no performance rights with market conditions for the financial year 2022 or 2021.

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Notes to the Consolidated Financial Statements

Unlisted Performance Rights with Material Transactions conditions

The fair values of performance rights granted with a Material Transaction condition are calculated using the share price on the date of issue.

Unlisted Options

The fair values of options granted are calculated at the grant date using a Black Scholes option-pricing model. The Black Scholes option-pricing has been used as it is complicated to fair value the service.

Model Inputs

The model inputs used for Options granted or mutually agreed upon to Key Management Personnel during the 2022 year are below. All options were calculated using a Black Scholes option-pricing model.

Options granted to Shirley In’t Veld	200,000
Grant date	23 September 2021
Expiry date	22 September 2024
Total fair value of Options granted	$297,097
Fair Value	$1.485
Share Price	$2.900
Exercise Price	$5.000
Expected Volatility (weighted average)	100%
Expected Life	3 years
Expected dividends	Nil
Risk free interest rate (based on government bonds)	1.28%
Vesting Conditions	1 year from issued date
Service Conditions	Exercised or forfeited if cease to be a director
Options mutually agreed to Michelle Woolhouse	100,000
Grant date	2 September 2022
Expiry date	21 September 2025
Total fair value of Options granted	$97,022
Fair Value	$0.970
Share Price	$2.270
Exercise Price	$4.250
Expected Volatility (weighted average)	86%
Expected Life	3 years
Expected dividends	Nil
Risk free interest rate (based on government bonds)	3.37%
Vesting Conditions	1 year from issued date
Service Conditions	Exercised or forfeited if cease to be a director
odel inputs used for Options granted to Employees during the 2022 year included:
Options granted to employees	1,390,000
Grant Date	16 May 2022
Expiry Date	Various
Total fair value of Options granted	$1,814,303
Fair Value	$0.830 to $1.550
Share Price	$2.430
Exercise Price	$3.070 to $3.850
Expected Volatility (weighted average)	86%
Expected Life	1 to 5.5 years
Expected dividends	Nil
Risk free interest rate (based on government bonds)	2.45 to 3.12%
Vesting Conditions	Various
Service Conditions	Exercised or forfeited if cease to be an employee

The model inputs used for Options granted to Employees during the 2022 year included:

A summary of unlisted performance rights and options granted and a summary of unlisted performance rights and options outstanding at the end of the year are detailed in Note 24.

Note 26 – Acquisition of Heron Resources Limited

On 20 May 2022 the Company announced that it had acquired a 100% interest in Heron Resources Limited (“ Heron ”) including the following subsidiaries Woodlawn Mine Holdings Pty Ltd, Tarago Operations Pty Ltd, Tarago Exploration Pty Ltd, Ochre Resources Pty Ltd and Hampton Nickel Pty Ltd (“ Heron Group ”).

The Acquisition includes an underground mine and new processing plant/site infrastructure, which are currently in care and maintenance.

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

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Notes to the Consolidated Financial Statements

The fair value of the consideration paid and allocation to net identifiable assets is as follows:

Note Cash payments to Secured and Unsecured Creditors i Shares i Share Based Payments – Contingent Consideration ii Transaction Costs iii	$
	15,500,000 11,813,662 39,892,097 1,402,501
	68,608,260

i – Upfront Consideration

Upfront consideration paid to Heron secured and unsecured creditors on effectuation of the DOCA, comprised of:

$15 million payable in cash; and
The issue of 4,782,859 new fully paid ordinary shares in Develop at an issue price of $2.47 per share (share price on 20 May 2022).

ii – Share Based Payment contingent consideration:

1) Up to A$70 million payable to Orion subject to certain milestones being met as follows:
$12.5 million payable on definition of 550,000 tonnes ZnEq underground JORC Reserves,
$7.5 million payable on definition of 680,000 tonnes ZnEq underground JORC Reserves,
$20.0 million payable on a positive Final Investment Decision (FID) in respect of Woodlawn, and
$30.0 million payable on 18 months of continuous commercial production from Woodlawn.

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 the deemed issue prices based on the 5 trading day VWAP prior to the relevant milestone.

The Group has included $39,892,097 as a Share Based Payment contingent consideration, which represents its fair value at the date of acquisition based on the likelihood of achieving these events.

The fair value of the contingent consideration model inputs used are as follows:

Probability (risk adjusted cashflows) Discount Rate Estimated commencement of outflow	2022 2021
	62.5% - 3.7% - 2024 -

iii – Acquisition related costs

The Group incurred acquisition related costs of $1,402,501 on legal fees and due diligence costs. These costs have been included as part of the acquisition cost and capitalised to mine properties.

The allocation to net identifiable assets is as follows:

Assets Cash and cash equivalents Inventories Property, plant and equipment Right of use assets Exploration and evaluation expenditure Mine properties Rehabilitation security deposit Liabilities Lease liabilities Employee benefits Contract liabilities Provision for rehabilitation	$
	(26,464) 2,486,291 30,000,000 1,739,365 10,600,000 55,679,219 3,582,548 (1,739,365) (129,572) (19,019,670) (14,564,092)
	68,608,260

Note 27 - Capital Commitments

Exploration expenditure commitments

In order to maintain current rights of tenure to exploration tenements, the Group is required to comply with the minimum expenditure obligations under the Mining Act. These obligations have been met, or the appropriate exemptions have been granted. The future obligations which are subject to renegotiation when an application for a mining lease is made and at other times are not provided for in the financial statements. Capital expenditure contracted for at the end of the reporting period but not recognised as liabilities is as follows:

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Notes to the Consolidated Financial Statements

- not later than 12 months - between 12 months and 5 years - greater than 5 years	2022 2021
	$ $
	1,525,123 780,725 - - - -
	1,525,123 780,725

Note 28 - Contingencies

The Group’s contingencies are as follows:

As part of the acquisition of Venturex Sulphur Springs Pty Ltd, Develop included as part of the purchase consideration the grant of zinc off-take rights to Toho Zinc capped at 230,000t of zinc in zinc concentrate from Sulphur Springs (or Develop’s other Pilbara Operations) on international benchmark terms. On 19 March 2019, Develop modified the terms with Toho Zinc to defer its existing offtake for 5 years and increase tonnes to 280,000t of zinc in zinc concentrate. In addition, Develop included as part of the purchase consideration the granting of a capped royalty of $2.00 per dry metric tonne for any ore mined and processed from the tenements, capped at $3.67 million.
As part of the acquisition of the Kangaroo Caves and Panorama Tenements, Develop included as part of the purchase consideration the granting of an uncapped royalty of $2.00 per dry metric tonne for any ore mined and processed from the tenements.
The Whim Creek Site has a long history of mining and processing activity. The site was classified as ‘possibly contaminated’ under the Contaminated Sites Act 2003 (CS Act) in 2010 and revised to ‘’possibly contaminated – investigation required’’ by the Department of Water and Environmental Regulation (DWER) in 2018. The classification is based on the presence of possible, localised groundwater and soil contamination, exacerbated by offsite water discharge following cyclonic rainfall in March 2019. On essentially the same underlying basis (potential groundwater contamination and pollution risk), DWER issued an Environmental Protection Notice (EPN) in December 2019, requiring a range of actions to investigate and record the presence of any contamination and mitigate the risk of any future contamination. All requirements of the EPN have been completed, are supported by third party consultant reports and evidenced with monitoring reports, where required. While classification of the site under the CS Act persists, there remains the potential for future cost, the quantum of which cannot be determined based on the current status.
A $9 million payment (paid off over 5 years) to Atlas Iron for Haul Road Construction subject to the commencement of construction at the Sulphur Springs Zinc-Copper Project.
A native title royalty (0.6% Net Smelter Revenue) at the Sulphur Springs Zinc-Copper Project.
The following contingent liability has been included in the Whim Creek Joint Venture. Anax have assumed all liability with the Aeris Contract detailed below, as per the JV agreement announcement on 21 July 2020.
The acquisition of Venturex Pilbara Pty Ltd on 1 February 2010, resulted in Develop including as part of the purchase consideration, a contingent liability. This is based upon an announcement of the Company’s intention to commence mining operations on any of the tenements held by Develop or its related bodies corporate, within 100 kilometres of Whim Creek. Develop will issue such number of shares equal to $3,000,000 divided by the 30-day volume weighted average trading price of the Company’s shares trading on the ASX over the period ending on the day immediately prior to any announcement of the intention to commence mining operations by the Company. This is subject to receipt of all necessary Shareholder approvals. If approval is not obtained, Develop will instead pay the amount of $3,500,000 cash. A deed of variation was entered into, and a royalty is payable of $30 per tonne of contained Copper Metal for any additional material added to the Heap Leach Dumps after 1 March 2016.

The following contingent liabilities have been included in the Whim Creek Joint Venture. Anax has assumed 80% of these contingent liabilities, as per the JV agreement announcement on 21 July 2020.

As part of the termination of a Joint Venture Agreement, Develop granted a royalty of 2.4% of the total value of minerals mined from the Liberty Indee tenements. The total value of minerals is to be calculated in accordance with the Mining Act and by the Department of Mines, Industry Regulation and Safety to calculate the State Royalty.
As part of a Partial Surrender Agreement a royalty of 4% on net smelter return (Au and Ag) is payable for M47/443.
As part of a Sale and Option Agreement a royalty of 2.5% of net profit on production greater than 1mt of ore is payable for M47/323 & M 47/324.

The following contingent liabilities have been acquired upon the acquisition of Heron .

The Group has agreed with Veolia Environmental Services (Australia) Pty Ltd:
To assume the environmental liabilities associated with the Woodlawn site, excluding Veolia’s area of operation.
Subject to certain approvals being received by Veolia and the Group, the Group will receive “free-on board” compost from Veolia to be utilised in the rehabilitation of the Woodlawn project site.
To fully indemnify Veolia for all direct and or consequential loss and damage suffered by Veolia as a result of or caused by or contributed to by any act or omission or default by the Group, connected with its operations at the Woodlawn project site.
Native title claims have been made with respect to areas which include tenements in which the Group has interests. The Group is unable to determine the prospects for success or otherwise of the claims and, in any event, whether or not and to what extent the claims may significantly affect the Group or its projects.
The Nomad stream arrangement in respect of Woodlawn will remain in place, subject to the following changes, a secondary stream will be introduced in respect of tailings, under which Tarago Operations Pty Ltd will pay A$1.0 million for every 1Mt of tailings ore processed at a certain tenement at Woodlawn, capped at A$10 million.

The Group has made no provision in its account for these potential contingent liabilities.

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Notes to the Consolidated Financial Statements

Note 29 - Operating Segments

Business Segment

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

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

The accounting policies adopted for internal reporting are consistent with those adopted in the financial statements.

2022 Revenue External Revenue Total Revenue Underlying EBITDA Depreciation and amortisation Underlying EBIT Net finance costs Profit before tax Unallocated assets Total segment assets Total segment liabilities Segment net assets Total net assets 2021 Revenue External Revenue Total Revenue Underlying EBITDA Depreciation and amortisation Underlying EBIT Net finance costs Profit before tax Unallocated assets Total segment assets Total segment liabilities Segment net assets Total net assets	Mining Services Mining and Exploration Other	Total
	$ $ $	$
	4,512,431 - -	4,512,431
	4,512,431 - -	4,512,431
	509,226 117,902 (9,236,533) (92,712) (279,418) (93,258)	(8,609,405) (465,388)
	416,514 (161,516) (9,329,791)	(9,074,793)
	- - - 4,714,140 155,667,558 1,296,039 (5,788,663) (49,502,996) (5,038,533)	(148,665)
		(9,223,458)
		43,206,524 161,677,737 (60,330,192)
	(1,074,523) 106,164,562 (3,742,494)
		144,554,069

	Mining Services Mining and Exploration Other	Total
	$ $ $	$
	- - 10,906	10,906
	- - 10,906	10,906
	- (1,693,798) (87,785,963) - (195,356) (117,622)	(89,479,761) (312,978)
	- (1,889,154) (87,903,585)	(89,792,739)
	- - - - 40,031,118 454,926 - (15,201,526) (6,518,142)	(89,425)
		(89,882,164)
		16,831,391 40,486,044 (21,719,668)
	- 24,829,592 (6,063,216)
		35,597,767

Major customers

During the year ended 30 June 2022 approximately $4,512,431 (2021: Nil) of the Group's external revenue was derived from mining services revenue to an Australian producer.

Geographical information

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

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Notes to the Consolidated Financial Statements

Note 30 - Controlled Entities

ote 30 - Controlled Entities
	Country of	Percentage Owned (%)
	Incorporation	2022	2021
Company:
Develop Global Ltd	Australia
Subsidiaries of Develop Global Ltd:
Jutt Resources Pty Ltd	Australia	100	100
Juranium Pty Ltd	Australia	100	100
CMG Gold Ltd	Australia	100	100
Venturex Pilbara Pty Ltd	Australia	100	100
Venturex Sulphur Springs Pty Ltd	Australia	100	100
Dev Mining Services Pty Ltd	Australia	100	-
Heron Resources Ltd	Australia	100	-
Woodlawn Mine Holdings Pty Ltd	Australia	100	-
Tarago Operations Pty Ltd	Australia	100	-
Tarago Exploration Pty Ltd	Australia	100	-
Ochre Resources Pty Ltd	Australia	100	-
Hampton Nickel Pty Ltd	Australia	100	-

Note 31 - Cash Flow Information

(a) Reconciliation of Cash Flow from Operating Activities

conciliation of Cash Flow from Operating Activities
Note Loss for the year Adjustments for: Depreciation expense 12 Depreciation expense – right of use asset 13 Impairment of trade and other receivables Impairment of exploration and evaluation expenditure 14 Interest from other parties Share based payment expense Re-estimation of rehabilitation provision 21 Unwind of discount on rehabilitation 21 Net Loss on sale of plant & equipment Changes In: Trade and other receivables Inventories Other current assets Trade and other payables Employee provisions Other provisions Lease liabilities Cash flow used in operations	2022 2021
	$ $
	(9,223,458) (89,882,164) 246,416 240,310 218,972 72,668 - 140,878 396,736 816,720 30,089 (87,869) 8,305,538 80,240,999 (1,003,347) 104,983 118,577 (2,568) - 538,729 (2,225,426) 249,903 (1,530,766) 19,586 (1,045,568) (76,661) 2,837,136 (166,594) 552,161 675 (4,237,947) 5,358,640 (57,097) 6,143
	(6,617,984) (2,425,622)

(b) Non-Cash Financing and Investing Activities

Share and Option Issues

Details in regard to the conversion of debt to equity during the year ended 30 June 2022 and 30 June 2021 are in Note 18 and Note 23.

These are no other shares and options issued that are not reflected in the Cash Flow Information for the year ended 30 June 2022 and 30 June 2021.

Note 32 - Events after the Reporting Period

On 23 August 2022, Trevor Hart resigned as Company Secretary / Chief Financial Officer.
On 23 August 2022, Steven Wood was appointed as Interim Company Secretary.
On 1 September 2022, Alan Rule was appointed as Interim Chief Financial Officer.

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Notes to the Consolidated Financial Statements

Note 33 - Related Party Transactions

Key Management Personnel Compensation

The aggregate compensation made to Directors and Key Management Personnel of the Group is set out below:

Short-term employee benefits Post-employment benefits Share-based payments	2022 2021
	$ $
	745,104 647,173 52,430 29,665 8,009,934 1,637,990
	8,807,468 2,314,828

Related Party Transactions

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

(a) Ultimate Parent Company

The ultimate parent Company within the Group is Develop Global Limited which is incorporated in Australia.

(b) Subsidiaries Interests in subsidiaries are set out in Note 30.
(c) Key Management Personnel

Disclosures relating to Key Management Personnel are set out in the Directors Report. There were no loans to Key Management Personnel during the year (2021: Nil). During the financial year the Company paid $183,283 to Gilbert + Tobin to provide legal consulting services, of which Michael Blakiston is a Partner. As at 30[th] June 2022, there was $1,748 in Trade and Other Payables due to Gilbert + Tobin. During the previous financial year, the Company paid $82,480 to New Holland Capital Pty Limited to provide Corporate advisory services, of which Craig McGown is a Director. At the date of Craig McGown’s resignation 9 June 2021, there was $13,200 in Trade and Other Payables due to New Holland Capital Pty Limited.

Note 34 - Parent Information

The following details information related to the Company, at 30 June 2022. The information presented here has been prepared using consistent accounting policies as presented in Note 1.

Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Issued capital Reserves Accumulated losses Total equity Loss for the year Total comprehensive loss for the year	2022 2021
	$ $
	42,650,452 17,164,605 106,510,646 24,928,611
	149,161,098 42,093,216 4,776,841 6,281,123 261,695 237,019
	5,038,536 6,518,142 202,081,283 132,008,693 128,215,812 80,108,643 (186,174,533) (176,542,262)
	144,122,562 35,575,074
	(9,632,271) (89,881,891)
	(9,632,271) (89,881,891)

Guarantees Entered into by the Company in Relation to Debts of its Subsidiaries

The Company entered into a Deed of Cross Guarantee in relation to the debts of its subsidiaries during the year ended 30 June 2010. No deficiencies of assets exist in any of these subsidiaries.

Commitments and Contingent Liabilities

The Company has commitments in the form of Operating Leases (refer to Note 13).

The Company also has a contingent liability as part of the acquisition of Venturex Pilbara Pty Ltd. Develop included as part of the purchase consideration a contingent liability. This is based upon an announcement of the Company’s intention to commence mining operations on any of the tenements held by Develop or its related bodies corporate, within 100 kilometres of Whim Creek. Develop will issue such number of shares equal to $3,000,000 divided by the 30-day volume weighted average trading price of the Company’s shares trading on the ASX over the period ending on the day immediately prior to any announcement of the intention to commence mining operations by the Company. This is subject to receipt of all necessary Shareholder approvals. If approval is not obtained, Develop will instead pay the amount of $3,500,000 cash. A deed of variation was entered into, and a royalty is payable of $30 per tonne of contained Copper Metal for any additional material added to the Heap Leach Dumps after 1 March 2016 (refer to Note 28). This contingent liability has been included in the Whim Creek Joint Venture. Anax have assumed all liability with the Aeris Contract, as per the JV agreement announcement on 21 July 2020.

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Notes to the Consolidated Financial Statements

Note 35 - Financial Instruments – Fair Values and Risk Management

(a) Accounting classifications and fair values

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

2022 Financial assets Note Measured at fair value Measured at fair value Not measured at fair value Cash and cash equivalents 8 Trade and other 9 Other receivables 16 2022 Financial liabilities Note Measured at fair value Measured at fair value Not measured at fair value Trade and other payables 17 Lease liabilities 19 2021 Financial assets Note Measured at fair value Measured at fair value Not measured at fair value Cash and cash equivalents 8 Trade and other 9 Other receivables 16 2021 Financial liabilities Note Measured at fair value Measured at fair value Not measured at fair value Trade and other payables 17 Lease Liabilities 19	Carrying Amount Fair Values
	Financial assets at amortised cost Total Level 1 Level 2 Level 3 Total
	$ $ $ $ $ $
	- - - - - -
	- - - - - -
	43,206,524 43,206,524 - - - - 2,978,776 2,978,776 - - - - 10,537,434 10,537,434 - - - -
	56,722,734 56,722,734 - - - -

	Other Financial liabilities Total Level 1 Level 2 Level 3 Total
	$ $ $ $ $ $
	- - - - - -
	- - - - - -
	7,953,804 7,953,804 - - - - 3,517,713 3,517,713 - - - -
	11,471,517 11,471,517 - - - -

	Carrying Amount Fair Values
	Financial assets at amortised cost Total Level 1 Level 2 Level 3 Total
	$ $ $ $ $ $
	- - - - - -
	- - - - - -
	16,831,391 16,831,391 - - - - 274,759 274,759 - - - - 11,857,233 11,857,233 - - - -
	28,963,383 28,963,383 - - - -

	Other Financial liabilities Total Level 1 Level 2 Level 3 Total
	$ $ $ $ $ $
	- - - - - -
	- - - - - -
	1,302,180 1,302,180 - - - - 103,779 103,779 - - - -
	1,405,959 1,405,959 - - - -

(b) Measurement of fair values

Recurring fair value measurements

The Group does not have any financial instruments that are subject to recurring or non-recurring fair value measurements.

Fair values of financial instruments not measured at fair value

Due to their short-term nature, the carrying amounts of current receivables and current trade and other payables is assumed to equal their fair value.

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities Notes to the Consolidated Financial Statements

Financial Report for the Year Ended 30 June 2022

(c) Financial Risk Management

The Group has exposure to the following risks arising from financial instruments:

credit risk (refer to (c) (ii));

liquidity risks (refer to (c) (iii)); and

market risk (refer to (c) (iv)).

(c) (i) Risk management framework

The Company’s board of directors has overall responsibility for the establishment and oversight of the Group’s risk management framework.

The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities.

The Group’s audit committee oversees how management monitors compliance with the Group’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group.

(c) (ii) Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group’s receivables from customers.

The carrying amounts of financial assets and contract assets represent the maximum credit exposure.

The Group is exposed to credit risk via its cash and cash equivalents and trade and other receivables. To reduce risk exposure for the Group's cash and cash equivalents, it places them with high credit quality financial institutions.

The Group has analysed it trade and other receivables below. Trade and other receivables disclosed below have been impaired by Nil (2021: $362,442).

The Group has adopted a lifetime expected loss allowance in estimating expected credit losses to trade receivables through the use of a provisions matrix using fixed rates of credit loss provisioning. These provisions are considered representative across all customers of the Group based on recent sales experience, historical collection rates and forward-looking information that is available.

Note 2022 Trade and other receivables 9 Other receivables 16 2021 Trade and other receivables 9 Other receivables 16	0-30 days 30-60 days 60-90 days 90+day Total
	2,978,776 - - - 2,978,776 10,537,434 - - - 10,537,434
	13,516,210 - - - 13,516,210
	274,759 - - - 274,759 11,857,233 - - - 11,857,233
	12,131,992 - - - 12,131,992

(c) (iii) Liquidity Risk

The Group is exposed to liquidity risk via its trade and other payables, borrowings, and lease liabilities. Liquidity risk is the risk that the Group will encounter difficulty in raising funds to meet the commitments associated with its financial liabilities. Responsibility for liquidity risk rests with the Board who manage liquidity risk by monitoring undiscounted cash flow forecasts and actual cash flows provided to them by the Group's Management at Board meetings to ensure that the Group continues to be able to meet its debts as and when they fall due. Contracts are not entered into unless the Board believes that there is sufficient cash flow to fund the additional activity. The Board considers when reviewing its undiscounted cash flows forecasts whether the Group needs to raise additional funding from the equity markets.

The Group has analysed its trade and other payables below based on their remaining contractual maturities.

Note 2022 Trade and other payables 17 2021 Trade and other payables 17	0-30 days 30-60 days 60-90 days 90+day Total

	7,953,804 - - - 7,953,804

	1,300,898 1,282 - - 1,302,180

Lease Liabilities contracted for at the end of the reporting period are as follows:

- not later than 12 months - between 12 months and 5 years - greater than 5 years	2022 2021
	$ $
	1,584,778 74,074 1,732,469 36,855 - -
	3,317,247 110,929

The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above.

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Notes to the Consolidated Financial Statements

(c) (iv) Market Risk

Market risk is the risk that changes in market prices (e.g. foreign exchange rates, interest rates and equity prices) will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Interest rate risk

Interest rate risk is the risk that a financial instruments value will fluctuate as a result of changes in market interest rates. The Group’s interest rate risk primarily arises from cash and cash equivalents and long-term deposits held. Risk is managed by regular monitoring of the fluctuations of the interest rates. The effective weighted average interest rate on classes of financial assets and financial liabilities is as follows:

Note Weighted Average Effective Interest Rate 2022 Financial Assets: Cash and cash equivalents 8 0.77% Trade and other receivables 9 - Other assets 11 0.80% Financial Liabilities: Trade and other payables 17 Lease liabilities 19 2021 Financial Assets: Cash and cash equivalents 8 0.20% Trade and other receivables 9 - Other assets 11 0.24% Financial Liabilities: Trade and other payables 17 Lease liabilities 19	Floating Interest Rate Non-Interest Bearing Total
	$ $ $
	43,206,524 - 43,206,524 - 2,978,776 2,978,776 3,641,348 - 3,641,348
	46,847,872 2,978,776 49,826,648
	- 7,953,804 7,953,804 - 3,517,713 3,517,713
	- 11,471,517 11,471,517
	16,831,391 - 16,831,391 - 274,759 274,759 38,800 - 38,800
	16,870,191 274,759 17,144,950
	- 1,302,180 1,302,180 - 103,779 103,779
	- 1,405,959 1,405,959

Interest rate sensitivity analysis

The following table indicates the impact on how profit or loss income and equity values reported at reporting date would have been affected by 2% changes in the interest rates. This sensitivity assumes that the movement in a particular variable is independent of other variables:

+/- 2% in interest rates - Year ended 30 June 2022 - Year ended 30 June 2021	Profit or Loss Income Equity
	$ $

	+/-936,957 -

	+/-337,404 -

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Develop Global Limited (formerly Venturex Resources Limited) and Group Entities

Financial Report for the Year Ended 30 June 2022

Directors’ Declaration

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

(a) the consolidated financial statements and notes that are set out on pages 17 to 47 and the Remuneration report set out on pages 8 to 14 in the Directors’ report, are in accordance with the Corporations Act 2001 , including:
(i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements, and
(ii) giving a true and fair view of the Group’s financial position as at 30 June 2022 and of its performance for the financial year ended on that date, and
(b) there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable, and
(c) at the date of this declaration, there are reasonable grounds to believe that the members of the extended closed group identified in note 30 will be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the deed of cross guarantee described in note 34.

Note 1 confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board.

The directors have been given the declarations by the chief executive officer and chief financial officer required by section 295A of the Corporations Act 2001.

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

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BILL BEAMENT Managing Director

Dated this 29[th] day of September 2022

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

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INDEPENDENT AUDITORS REPORT

To the members of Develop Global Limited

Report on the Audit of the Financial Report

Opinion

We have audited the financial report of Develop Global Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2022, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial report, including a summary of significant accounting policies and the directors’ declaration.

In our opinion the accompanying financial report of the Group, is in accordance with the Corporations Act 2001 , including:

(i) Giving a true and fair view of the Group’s financial position as at 30 June 2022 and of its financial performance for the year ended on that date; and
(ii) Complying with Australian Accounting Standards and the Corporations Regulations 2001 .

Basis for opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section of our report. We are independent of the Group in accordance with the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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Accounting for acquisition of Heron Resources

Key audit matter

During the financial year ended 30 June 2022, the Group acquired Heron Resources Limited as disclosed in Note 26 of the financial report.

The acquisition was determined to be an asset acquisition under accounting Standards.

Acquisition accounting is complex and involves a number of significant estimates and judgments as disclosed in Note 26 and Note 1(w) of the financial report. The key areas of significant estimation and judgement applied in assessing the fair values of identifiable assets and liabilities acquired included:

Assumptions relating to the fair value of plant and equipment;
Assumptions relating to mine properties and forecast cash flows, including ore reserves and resources, ore grades, volumes and densities, future commodity prices, future processing costs and life of mine;
Assumptions relating to extent and quantum of costs and timing of the rehabilitation obligations; and
Determination of discount rates applied.

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How the matter was addressed in our audit

Our audit procedures included, but were not limited to:

reviewing the acquisition agreements to understand the key terms and conditions and consideration payable for the acquisition, and confirming our understanding of the transaction with management;
reviewing management’s assessment of the acquisition as an asset acquisition and ensuring compliance with accounting standards;
obtaining copies of the external valuation reports to assess the determination of the fair values of the assets and liabilities acquired in the acquisition;
assessing the competency and objectivity of experts engaged by management;
assessing the identification of assets and liabilities acquired for completeness;
challenging management’s methodology and assumptions utilised to identify and determine the fair value of the assets and liabilities acquired;
involving our internal valuation specialists to assess the reasonableness of valuation methodologies, where applicable; and
assessing the appropriateness of the related disclosures in Note 26 and Note 1(w) to the financial report.

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Carrying value of exploration and evaluation assets


*Key audit matter*	*How the matter was addressed in our audit*

At 30 June 2022 the carrying value of	Our	procedures included, but were not limited
exploration and evaluation assets was	to:
disclosed in Note 14 of the financial report.	•	Obtaining a schedule of the areas of
As the carrying value of these Exploration and		interest held by the Group and assessing
Evaluation Assets represents a significant		whether the rights to tenure of those areas
asset of the Group, we considered it necessary		of interest remained current at balance
to assess whether any facts or circumstances		date;
exist to suggest that the carrying amount of this asset may exceed its recoverable amount.	•	Holding discussions with management as to the status of ongoing exploration
Judgement is applied in determining the		programmes in the respective areas of
treatment of exploration expenditure in		interest;
accordance with Australian Accounting Standard AASB 6 Exploration for and Evaluation of Mineral Resources. In particular:	•	Considering whether any such areas of interest had reached a stage where a reasonable assessment of economically
• Whether the conditions for		recoverable reserves existed;
capitalisation are satisfied;	•	Considering whether any facts or
• Which elements of exploration and		circumstances existed to suggest
evaluation expenditures qualify for		impairment testing was required;
recognition; and	•	Verifying, on a sample basis, exploration
• Whether facts and circumstances		and evaluation expenditure capitalised
indicate that the exploration and		during the year for compliance with the
expenditure assets should be tested		recognition and measurement criteria of
for impairment.		AASB 6; and
	•	Assessing the adequacy of the related
		disclosures in Note 1(k) and Note 14 to the
		financial report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group’s annual report for the year ended 30 June 2022, but does not include the financial report and the auditor’s report thereon.

Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon.

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In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the directors for the Financial Report

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

In preparing the financial report, the directors are responsible for assessing the ability of the group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the Financial Report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.

A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at:

https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf

This description forms part of our auditor’s report.

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Report on the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report included in pages 8 to 14 of the directors’ report for the year ended 30 June 2022.

In our opinion, the Remuneration Report of Develop Global Limited, for the year ended 30 June 2022, complies with section 300A of the Corporations Act 2001 .

Responsibilities

The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

BDO Audit (WA) Pty Ltd

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Glyn O’Brien

Director

Perth, 29 September 2022

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AI assistant

DEVELOP GLOBAL LIMITED — Annual Report 2022

64801_rns_2022-09-29_f98f2624-a4cb-4576-b0e6-6ae39988f2da.pdf

DIRECTORS

INTERIM COMPANY SECRETARY

INTERIM CHIEF FINANCIAL OFFICER

REGISTERED OFFICE/ PRINCIPAL PLACE OF BUSINESS

TABLE OF CONTENTS

ABN

WEBSITE

QUOTED SECURITIES

AUDITORS

SHARE REGISTRY

Directors - Current

Directors - Former

Information on Current Directors

Interim Company Secretary

Interim CFO

Company Secretary/CFO

Directors’ Meetings

Principal Activities

Strategy

Significant Changes in the State of Affairs

Key Management Personnel:

Name of the entity:

Underground Services Division:

Woodlawn Zinc-Copper Project:

Capital structure:

Operating and Financial Review

Financial Review

Dividends

Events after the Reporting Period

Likely Developments

Environmental Regulation

Directors’ Interests

Unissued shares under Options and Performance Rights

Shares Issued on Exercise of Performance Rights and Options

Directors’ Indemnities

Proceedings on Behalf of the Company

Non-Audit Services

Audited Remuneration Report

Directors – Current

Executives

A. Remuneration Policy

Remuneration Policy versus Company Financial Performance

Performance Based Remuneration

B. Details of Remuneration

Remuneration Report

C. Equity Issued as Part of Remuneration

C.1 Performance Rights and options over equity instruments granted as compensation.

Shares

Options

Remuneration Report

Performance Rights

C.2 Exercise of performance rights and options over equity instruments granted as

compensation.

Options

Performance Rights

C.3 Details of equity incentives affecting current and future remuneration .

C.4 Performance rights and options over equity instruments.

Options

Remuneration Report

Performance Rights

Value

D. Shareholdings

Remuneration Report

E. Loans to Directors and Key Management Personnel

F. Employment Contracts of Directors and Key Management Personnel

G. Other transactions with Key Management Personnel

H. Services from Remuneration Consultants

I. Voting and comments made at the Company’s 2021 Annual General Meeting

End of Audited Remuneration Report.

Auditor’s Independence Declaration

BILL BEAMENT Managing Director

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

Glyn O’Brien

Director

BDO Audit (WA) Pty Ltd

Consolidated Statement of Cash Flows for the Year Ended 30 June 2022

Note 1 - Statement of Significant Accounting Policies

DEVELOP GLOBAL LIMITED Annual Report 2022