DEVELOP GLOBAL LIMITED

ACN 122 180 205

Retail Entitlement Offer Information Booklet

Details of a fully underwritten 1 for 18.6 accelerated non-renounceable pro rata entitlement offer of fully paid ordinary shares in Develop Global Limited at an offer price of $3.30 per New Share.

The offer closes at 5.00pm (Sydney time) on Monday, 7 March 2022 (unless otherwise extended).

This is an important document which is accompanied by a personalised Entitlement and Acceptance Form. Both should be read in their entirety. This document is not a prospectus under the Corporations Act and has not been lodged with ASIC.

If you have any questions, you should seek advice from your stockbroker, accountant or other independent professional adviser, or call the Entitlement Offer Information Line on 1300 420 709 (within Australia) or +61 1300 420 709 (outside Australia) at any time between 8:30 am and 5:00 pm (Sydney time) on Monday to Friday (excluding public holidays) during the Retail Entitlement Offer period, or go to https://events.miraqle.com/ dvp-offer .

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

IMPORTANT NOTICES

This Information Booklet should be read in its entirety (including the accompanying Entitlement and Acceptance Form) before you decide whether to participate in the Retail Entitlement Offer. In particular, the Investor Presentation reproduced in section 3 of this Information Booklet details important factors and risks that could affect the financial and operating performance of Develop Global Limited (ACN 122 180 205) ( Develop or the Company ). Please refer to the "Key Risks" section of the Investor Presentation for details. When making an investment decision in connection with the Retail Entitlement Offer, it is essential that you consider these risk factors carefully in light of your individual personal circumstances, including financial and taxation issues.

NOT A PROSPECTUS, NOT INVESTMENT ADVICE OR FINANCIAL PRODUCT ADVICE

The Entitlement Offer is being made without a prospectus in accordance with section 708AA of the Corporations Act as modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84 and ASIC Corporations (Disregarding Technical Relief) Instrument 2016/73 (together, the ASIC Instruments ). All references in this Information Booklet to the Corporations Act are references to the Corporations Act as modified by the ASIC Instruments.

The information in this Information Booklet is not a prospectus, product disclosure statement, disclosure document or other offering document under the Corporations Act (or any other law) and has not been lodged with ASIC.

This Information Booklet does not contain all the information which a prospective investor may require to make an informed decision in relation to the application for New Shares, nor does it contain all the information which would be required in a prospectus or product disclosure statement prepared in accordance with the requirements of the Corporations Act (or any other law). It should be read in conjunction with Develop's other periodic statements and continuous disclosure announcements lodged with ASX.

It is also not financial product advice and has been prepared without taking into account your investment objectives, financial circumstances or particular needs. Develop is not licensed to provide financial product advice in respect of the New Shares. Neither ASIC nor ASX takes responsibility for the contents of this Information Booklet.

FUTURE PERFORMANCE

This Information Booklet contains certain forward looking statements and comments about future events, including Develop's expectations about the performance of its business and operations, and the effect of the proceeds raised under the Equity Raising on its business and operations,. Forward looking statements can generally be identified by the use of forward looking words such as, "anticipate", "believe", "expect", "project", "forecast", "estimate", "outlook", "upside", "likely",

"intend", "should", "could", "may", "target", "guidance", "plan", and other similar expressions, and include, but are not limited to, statements regarding the outcome and effects of the Retail Entitlement Offer. Indications of, and guidance or outlook on, future earnings or financial position or performance are also forward looking statements and include statements in this Information Booklet regarding the conduct and outcome of the Equity Raising and the use of proceeds.

You are cautioned not to place undue reliance on any forward looking statement. While due care and attention has been used in the preparation of forward looking statements, forward looking statements, opinions and estimates provided in this Information Booklet are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends which are based on interpretations of current market conditions. Forward looking statements including projections, guidance on future earnings and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance and may involve known and unknown risks, uncertainties and other factors, many of which are outside the control of Develop, its directors and management. A number of important factors could cause Develop's actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward looking statements, including the risk factors set out in the "Key Risks" sections of the Investor Presentation. Actual results, performance or achievements may vary materially from any forward looking statements and the assumptions on which statements are based. Subject to any continuing obligations under applicable law or any relevant Listing Rules, Develop disclaims any intent or obligation to update any forward looking statements, whether as a result of new information, future events or results or otherwise.

PAST PERFORMANCE

Investors should note that any reference to Develop's past performance in this Information Booklet is given for illustrative purposes only and cannot be relied upon as an indicator of (and provides no guarantee or guidance as to) Develop's future financial position, operating or financial performance, or share price performance. The historical information (including any pro forma historical financial information) is not represented as being indicative of Develop's views on its future financial condition and/or performance.

DISCLAIMER OF REPRESENTATIONS

No person is authorised to give any information, or to make any representation, in connection with the Retail Entitlement Offer that is not contained in this Information Booklet. Any information or representation that is not in this Information Booklet may not be relied on as having been authorised by Develop, or its related bodies

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corporate, in connection with the Retail Entitlement Offer. Except as required by law, and only to the extent so required, none of Develop, or any other person, warrants or guarantees the future performance of Develop or any return on any investment made in connection with this Information Booklet.

FOREIGN JURISDICTIONS

This Information Booklet, including any accompanying ASX announcements, the Investor Presentation reproduced in it and the Entitlement and Acceptance Form, do not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register or qualify the Retail Entitlement Offer, the New Shares or otherwise permit a public offering of the New Shares, in any jurisdiction outside of Australia unless otherwise specified.

The distribution of this Information Booklet (including an electronic copy) outside Australia may be restricted by law. If you come into possession of the information in this Information Booklet, you should observe such restrictions. This Information Booklet does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or elsewhere outside the Permitted Jurisdictions. None of this Information Booklet, any accompanying ASX announcements, the Investor Presentation reproduced in it or the Entitlement and Acceptance Form may be distributed to or released in the United States or elsewhere outside the Permitted Jurisdictions. See section 4.9 for further information on foreign offer restrictions.

The New Shares have not been, and will not be, registered under the U.S. Securities Act of 1933 or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares may only be offered and sold in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any applicable securities laws of any state or other jurisdiction of the United States. In particular, the New Shares to be offered and sold in the Retail Entitlement Offer will only be offered and sold outside the United States in "offshore transactions", as defined and in compliance with Regulation S under the U.S. Securities Act.

LEAD MANAGER

The Lead Manager has acted as lead manager to, and underwriter of, the Entitlement Offer (including the Retail Entitlement Offer). Neither the Lead Manager, nor any of its affiliates or related bodies corporate (as that term is defined in the Corporations Act), nor any of its directors, employees, officers, representatives, agents, partners, consultants, advisers or intermediaries (together the Lead Manager Parties ), nor the advisers to the Company or any other person including clients named in this document, have authorised, permitted or caused the issue or lodgement, submission, dispatch or provision of this

Information Booklet (or any other materials released by the Company) and, except to the extent expressly referred to in this Information Booklet, none of them makes or purports to make any statement in this Information Booklet and there is no statement in this Information Booklet which is based on any statement by any of them.

The Lead Manager Parties take no responsibility for any part of this Information Booklet or any action taken by you on the basis of that information. To the maximum extent permitted by law, the Lead Manager excludes and disclaims all liability (including, without limitation, any liability arising from fault or negligence on the part of any person) for any direct, indirect, consequential or contingent loss or damage whatsoever arising from the use of any part of this Information Booklet or otherwise arising in connection with it.

The Lead Manager Parties make no recommendation as to whether you or your related parties should participate in the Retail Entitlement Offer nor do they make any representations or warranties, express or implied, to you concerning the Entitlement Offer or any such information, and, by returning your personalised Entitlement and Acceptance Form or otherwise paying for your New Shares through BPAY® in accordance with the instructions on your personalised Entitlement and Acceptance Form, you represent, warrant and agree that you have not relied on any statements made by the Lead Manager Parties in relation to the New Shares or the Entitlement Offer generally and you further expressly disclaim that you are in a fiduciary relationship with any of them.

The Lead Manager is a full service financial institution engaged in various activities, which may include trading, financing, financial advisory, investment management, research, principal investment, hedging, market making, brokerage and other financial and non-financial activities including for which they have received or may receive customary fees and expenses.

The Lead Manager is acting for and providing services to the Company in relation to the Entitlement Offer and will not be acting for or providing services to Shareholders or potential investors. The Lead Manager has been engaged solely as an independent contractor and is acting solely in a contractual relationship on an arm's length basis with the Company. The engagement of the Lead Manager is not intended to create any fiduciary obligations, agency or other relationship between the Lead Manager and the Company, Shareholders or potential investors.

The Lead Manager will receive fees and expenses for acting as sole lead manager and underwriter to the Entitlement Offer. The Lead Manager Parties may, from time to time, hold interests in the securities of, or earn brokerage, fees or other benefits from the Company and may in the future be lenders to the Company or its affiliates.

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DEFINITIONS, TIME AND CURRENCY

Defined terms used in this Information Booklet are contained in section 5. All references to time are to Sydney time unless otherwise indicated.

All references to dollars ($) or cents (¢) in this Information Booklet are to Australian currency unless otherwise indicated.

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SECTION

PAGE

CHAIRMAN'S	CHAIRMAN'S	LETTER ...................................................................................................6
KEY	DATES FOR THE ENTITLEMENT OFFER .....................................................................9
1.	OVERVIEW OF THE ENTITLEMENT OFFER .......................................................... 10
	1.1	Entitlement Offer ................................................................................ 10
	1.2	Underwriting ...................................................................................... 10
	1.3	Who is eligible to participate in the Retail Entitlement Offer ..................... 10
	1.4	What is your Entitlement ..................................................................... 11
	1.5	Can you trade your Entitlement ............................................................ 11
	1.8	Ineligible Retail Shareholders ............................................................... 12
	1.9	Fractional Entitlements ........................................................................ 12
	1.10	Rights of DEVELOP and the Lead Manager .............................................. 12
2.	HOW	TO APPLY .............................................................................................. 14
	2.1	What you may do – choices available .................................................... 14
	2.2	If you wish to take up all of your Entitlement ......................................... 14
	2.5	Payment ............................................................................................ 16
	2.6	Entitlement and Acceptance Form is binding ........................................... 18
3.	ASX OFFER ANNOUNCEMENTS ......................................................................... 21
4.	IMPORTANT INFORMATION ............................................................................. 22
	4.1	Responsibility for Information Booklet ................................................... 22
	4.2	Status of Information Booklet ............................................................... 22
	4.3	Information Booklet availability ............................................................ 22
	4.4	Notice to nominees and custodians ....................................................... 23
	4.5	No cooling off ..................................................................................... 24
	4.6	Taxation ............................................................................................ 24
	4.7	Privacy Statement .............................................................................. 24
	4.8	Governing Law ................................................................................... 24
	4.9	Foreign offer restrictions ...................................................................... 24
	4.10	Underwriting ...................................................................................... 25
	4.11	Disclaimer of representations ............................................................... 26
	4.12	Withdrawal or cancellation of the Retail Entitlement Offer ........................ 26
5.	GLOSSARY .................................................................................................... 27

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CHAIRMAN'S LETTER

Thursday, 24 February 2022

Dear Shareholder ,

On behalf of the directors of Develop Global Limited ( Develop or the Company ), I am pleased to invite you to participate in a 1 for 18.6 accelerated pro rata non-renounceable entitlement offer of new fully paid ordinary shares in Develop ( New Shares ) at an offer price of $3.30 ( Offer Price ) per New Share ( Entitlement Offer ).

On 17 February 2022, Develop announced the proposed acquisition of all of the shares in Heron Resources Limited (Administrators Appointed) (including the Woodlawn Zinc-Copper Project) under a Deed of Company Arrangement ( Proposed Acquisition ) and its intention to raise approximately $50 million in total under the Entitlement Offer and a placement to institutional shareholders ( Placement ). Develop intends to raise approximately $25 million under the Entitlement Offer and $25 million under the Placement.

Together, the Entitlement Offer and Placement are the Equity Raising or the Offer .

In addition to the Equity Raising, Develop intends to issue up to A$1 million worth of New Shares to certain directors of Develop (subject to shareholder approval).

The Equity Raising

The Entitlement Offer will be conducted in two stages:

an accelerated non-renounceable institutional entitlement offer of New Shares to eligible institutional shareholders ( Institutional Entitlement Offer ), which is already complete and which was conducted in conjunction with the Placement; and
a non-renounceable retail entitlement offer of New Shares to eligible retail shareholders ( Retail Entitlement Offer ), which will be conducted in accordance with the Key Dates for the Entitlement Offer set out below.

This information booklet relates to the Retail Entitlement Offer ( Information Booklet ). Under the Retail Entitlement Offer, eligible retail shareholders are entitled to subscribe for 1 New Share for every 18.6 existing fully paid ordinary shares in Develop ( Shares ) held at 7:00pm (Sydney time) on Monday, 21 February 2022 ( Record Date ), at the Offer Price of $3.30 per New Share ( Entitlement ). This is the same price that was offered to institutional investors who participated in the Institutional Entitlement Offer and the Placement. The Offer Price represents:

4.1% premium to the last traded price of Develop shares on ASX of A$3.17 on Wednesday, 16 February 2022; and
5.2% premium to the 5-day volume average weighted price ( VWAP ) for the period ending on Wednesday, 16 February 2022.

New Shares will be issued on a fully paid basis and will, from their date of issue, rank equally with existing Shares then on issue.

The Retail Entitlement Offer closes at 5.00 (Sydney time) on Monday, 7 March 2022 (unless extended).

The Equity Raising is lead managed and fully underwritten by Canaccord Genuity (Australia) Limited ( Canaccord ) (the Lead Manager ). A summary of the key terms of the underwriting agreement is provided in the investor presentation released by Develop in connection with the Equity Raising ( Investor Presentation ) on Thursday, 17 February 2022 and incorporated in section 3 of this Information Booklet.

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In addition to the Placement and Entitlement Offer, Develop intends to issue up to A$1 million worth of New Shares to Develop directors ( Director Placement ). The Director Placement is not underwritten and will be undertaken at the same issue price as the Equity Raising. The Director Placement is subject to shareholder approval.

Use of proceeds

The Equity Raising seeks to raise at least $50 million in gross proceeds, which will be used by the Company to fund:

upfront cash consideration amount of A$15 million payable on Effectuation of the Deed of Company Arrangement for the Proposed Acquisition;
exploration costs and care & maintenance costs for the Woodlawn Zinc-Copper Project; and
working capital including transaction costs incurred in connection with the Proposed Acquisition and Equity Raising[*] .

Details about the use of proceeds from, and the conditions and risks associated with, the Equity Raising as well as further information about the Proposed Acquisition, are set out in the Investor Presentation (a copy of which is incorporated in section 3 of this Information Booklet).

Information Booklet

This Information Booklet is important and requires your immediate attention. It is accompanied by your personalised Entitlement and Acceptance Form, which contains details of your Entitlement, as includes important information, such as:

key dates for the Entitlement Offer;
instructions on how to apply , setting out how to accept all or part of your Entitlement in the Retail Entitlement Offer if you choose to do so; and
the ASX Offer Announcements in respect of the Equity Raising.

The Retail Entitlement Offer closes at 5:00 pm (Sydney time) on Monday, 7 March 2022 (unless extended).

To participate, you need to ensure that you have completed your application by:

paying Application Monies via BPAY® pursuant to the instructions that are set out on the Entitlement and Acceptance Form so that your payment via BPAY® has been received by Develop by 5:00 pm (Sydney time) on Monday, 7 March 2022, or by accessing your payment details at the offer website – https://events.miraqle.com/ dvp-offer ; or
lodging your Entitlement and Acceptance Form, together with payment of Application Monies, by cheque, bank draft or money order so that it is received by Develop (care of Link Market Services Limited) by 5:00 pm (Sydney time) on Monday, 7 March 2022.

Develop encourages eligible retail shareholders to submit their application online through the offer website (https://events.miraqle.com/ dvp-offer ), as there can be no guarantee that an application lodged by post will be received by Develop before the close of the Retail Entitlement Offer (5.00 pm (Sydney time) on Monday, 7 March 2022).

Develop reserves the right to change its intentions in relation to the use of funds. If completion of the Proposed Acquisition does not occur, Develop will consider alternative uses for, or ways to return the proceeds of, any subscriptions raised under the Offer. In these circumstances, certain transaction costs such as underwriting and advisory fees will still be payable by Develop.

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Please refer to the instructions in section 2 of this Information Booklet for further information.

No Entitlements trading

Your Entitlement cannot be traded on ASX or any other exchange or privately transferred. If you do not take up some or all of your Entitlement, your rights will lapse. Please see section 1.5 for more information.

Additional information

Further information on the Entitlement Offer is detailed in this Information Booklet. You should read the entirety of this Information Booklet carefully (including the "Key Risks" sections of the Investor Presentation) before deciding whether to participate in the Entitlement Offer.

If you have any further questions, you should seek advice from your stockbroker, accountant or other independent professional adviser.

On behalf of the board of directors of Develop, I thank you for your ongoing support.

Yours sincerely,

==> picture [155 x 44] intentionally omitted <==

Michael Blakiston Chairman Develop Global Limited

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KEY DATES FOR THE ENTITLEMENT OFFER

EVENT	DATE
Placement and Entitlement Offer announced and Institutional Entitlement Offer opens	Thursday, 17 February 2022
Institutional Entitlement Offer closes	Friday, 18 February 2022
Record Date to determine eligibility for Entitlement Offer (7.00pm Sydney time)	Monday, 21 February 2022
Retail Entitlement Offer opens and Information Booklet despatched	Thursday, 24 February 2022
Settlement of the Institutional Entitlement Offer	Friday, 25 February 2022
Allotment and commencement of trading of New Shares under the Institutional Entitlement Offer and Placement	Monday, 28 February 2022
Retail Entitlement Offer closes (5.00pm Sydney time)	Monday, 7 March 2022
Settlement of the Retail Entitlement Offer	Friday, 11 March 2022
Allotment and issue of New Shares under the Retail Entitlement Offer	Monday, 14 March 2022
Commencement of trading of New Shares issued under the Retail Entitlement Offer	Tuesday, 15 March 2022
Holding statements despatched	Wednesday 16 March 2022

Note : The timetable above is indicative only and subject to change. Develop, with the consent of the Lead Manager, reserves the right to amend any or all of these events, dates and times (at all times subject to the Corporations Act, the Listing Rules and other applicable laws).

In particular, Develop reserves the right to extend the closing date of the Entitlement Offer, to accept late applications (either generally or in particular cases) or to withdraw the Retail Entitlement Offer without prior notice. Any extension of the closing date will have a consequential effect on the allotment date of New Shares. The commencement of quotation of New Shares is subject to confirmation from ASX.

Enquiries

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1. OVERVIEW OF THE ENTITLEMENT OFFER

1.1 Entitlement Offer

The Entitlement Offer is an offer of approximately 7.6 million New Shares at the Offer Price of $3.30 per New Share. Under the Entitlement Offer, all Eligible Institutional Shareholders and all Eligible Retail Shareholders are entitled to subscribe for 1 New Share for every 18.6 Shares held at 7:00 pm (Sydney time) on the Record Date.

The Entitlement Offer comprises two parts, being:

the Institutional Entitlement Offer : Eligible Institutional Shareholders were invited to take up their Entitlements. The Institutional Entitlement Offer closed on Friday, 18 February 2022; and
the Retail Entitlement Offer : Eligible Retail Shareholders are now being invited to take up all or part of their Entitlements. The Retail Entitlement Offer closes at 5:00 pm (Sydney time) on Monday, 7 March 2022 (unless otherwise extended).

The Entitlement Offer is non-renounceable, which means that Entitlements are personal to you and non-transferable and cannot be sold or traded on ASX or any other securities exchange, or assigned or otherwise dealt with.

New Shares issued under the Entitlement Offer will, from their date of issue, rank equally with existing Shares then on issue.

1.2 Underwriting

The Entitlement Offer is lead managed and fully underwritten by Canaccord. A summary of the key terms of the underwriting agreement is provided in Appendix D of the Investor Presentation incorporated at section 3 of this Information Booklet.

1.3 Who is eligible to participate in the Retail Entitlement Offer

Under the Retail Entitlement Offer, Eligible Retail Shareholders are being offered the opportunity to subscribe for 1 New Share for every 18.6 Shares held at the Record Time (7:00 pm (Sydney time) on Monday, 21 February 2022), at the Offer Price of $3.30 per New Share.

Eligible Retail Shareholders are those Shareholders who:

(a) are registered as a holder of a Share at the Record Time, being 7:00 pm (Sydney time) on Monday, 21 February 2022;
(b) as at the Record Time have a registered address in Australia or New Zealand as recorded on Develop's share register;
(c) are not in the United States and are not acting for the account or benefit of a person in the United States (to the extent they are holding Shares for the account or benefit of such person in the United States);
(d) are not Eligible Institutional Shareholders or Ineligible Institutional Shareholders; and
(e) are eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer.

Develop may (in its absolute sole discretion) extend the Retail Entitlement Offer to any institutional shareholder who was eligible to participate in the Institutional Entitlement Offer

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but was not invited to participate in the Institutional Entitlement Offer and was not treated as an Ineligible Institutional Shareholder under the Entitlement Offer, (subject to compliance with applicable laws).

Determination of eligibility of investors for the purposes of the Entitlement Offer is determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry constraints and the discretion of Develop and the Lead Manager. To the maximum extent permitted by law, each of Develop and the Lead Manager and each of their respective affiliates disclaim any duty or liability (including for fault or negligence) in respect of that determination and the exercise or otherwise of that discretion.

1.4 What is your Entitlement

Your Entitlement is set out on the accompanying personalised Entitlement and Acceptance Form and has been calculated as 1 New Share for every 18.6 Shares you held at the Record Time, being 7:00 pm (Sydney time) on Monday, 21 February 2022. If the result is not a whole number your Entitlement will be rounded up to the nearest whole number. If you have more than one registered holding of Shares, you will be sent more than one personalised Entitlement and Acceptance Form and you will have separate Entitlements for each separate holding.

Note : The Entitlement stated on your personalised Entitlement and Acceptance Form may be in excess of the actual Entitlement you may be permitted to take up; for example, you are not permitted to take up an Entitlement to the extent you are holding Shares for the account or benefit of a person in the United States (see definition of Eligible Retail Shareholders in section 1.3 of this Information Booklet).

1.5 Can you trade your Entitlement

The Entitlement Offer is non-renounceable, which means that your Entitlement is personal to you, is non-transferable, and cannot be sold or traded on ASX (or any other securities exchange), or assigned or otherwise dealt with. If you do not take up your Entitlements by 5:00 pm (Sydney time) on Monday, 7 March 2022, your Entitlement will lapse.

By allowing your Entitlement to lapse, you will forgo any exposure to increases or decreases in the value of the New Shares you would have acquired had you taken up your Entitlement, and you will not receive any value for your Entitlement. Your percentage shareholding in Develop will also be diluted to the extent that New Shares are issued under the Entitlement Offer.

1.6 Reconciliation

The Entitlement Offer is a complex structure and in some instances Shareholders may believe that they will own more Shares in Develop than they actually do on the Record Date. This results in a need for reconciliation.

If reconciliation is required, it is possible that Develop may need to issue a small quantity of additional New Shares ( Top Up Shares ) to ensure all Eligible Shareholders receive their full Entitlement. Any Top Up Shares will be issued at the Offer Price.

1.7 ASX quotation

Subject to approval being granted, quotation of the New Shares is expected to commence on:

Monday, 28 February 2022, for New Shares issued under the Institutional Entitlement Offer (on a normal settlement basis); and

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Tuesday, 15 March 2022, for New Shares issued under the Retail Entitlement Offer (on a normal settlement basis).

Holding statements will be despatched in accordance with the Listing Rules. It is the responsibility of each applicant to confirm their holding before trading in New Shares. Any applicant who sells New Shares before receiving confirmation of their holding in the form of a holding statement will do so at their own risk.

Develop and the Lead Manager disclaim all liability (to the maximum extent permitted by law) to persons who trade New Shares before receiving their holding statements, whether on the basis of confirmation of the allocation provided by Develop, the Lead Manager, the Registry or otherwise.

1.8 Ineligible Retail Shareholders

All Shareholders who are not Eligible Retail Shareholders, Eligible Institutional Shareholders or Ineligible Institutional Shareholders are Ineligible Retail Shareholders. Ineligible Retail Shareholders will not be entitled to participate in the Retail Entitlement Offer.

Develop has determined that it would be unreasonable on this occasion to extend the Retail Entitlement Offer to Ineligible Retail Shareholders, having regard to:

the number of Shares held by Ineligible Retail Shareholders in each applicable jurisdiction;
the number and value of New Shares that Ineligible Retail Shareholders in each applicable jurisdiction would be offered; and
the cost of complying with the legal and regulatory requirements which would apply to an offer of Shares to Ineligible Retail Shareholders in each of those places.

1.9 Fractional Entitlements

No fractions of New Shares will be issued. Any fractional Entitlements have been rounded up to the nearest whole number.

1.10 Rights of Develop and the Lead Manager

(a) Adjusting Entitlements

Develop reserves the right (in its absolute sole discretion) to reduce the number of New Shares allocated to Eligible Retail Shareholders, or persons claiming to be Eligible Retail Shareholders, if their claims prove to be overstated or they fail to provide information to substantiate their claims.

(b) Acknowledgement

By taking up or exercising an Entitlement, Eligible Shareholders irrevocably acknowledge and agree that Develop and the Lead Manager may do anything contemplated by paragraph 1.10(a) above or otherwise in this Information Booklet. Shareholders also acknowledge that:

there is no time limit on the ability of Develop and the Lead Manager to require any of the actions set out above; and
where Develop and the Lead Manager exercise their right to correct a Shareholder's Entitlement, the Shareholder is treated as continuing to accept or not take up any remaining Entitlement (as the case may be).

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2. HOW TO APPLY

2.1 What you may do – choices available

If you have any questions, you should seek advice from your stockbroker, accountant or other independent professional adviser. You should also read this Information Booklet in full, including the "Key Risks" section of the Investor Presentation.

The number of New Shares to which Eligible Retail Shareholders are entitled is shown on the accompanying Entitlement and Acceptance Form, or by accessing the offer website at https://events.miraqle.com/ dvp-offer (you will need your SRN or HIN and your postcode). If you are an Eligible Retail Shareholder, you may do any one of the following.

(1) Take up all of your Entitlement (see section 2.2 of this Information Booklet).
(2) Take up part of your Entitlement and let the balance lapse (see section 2.3 of this Information Booklet).
(3) Do nothing and let your Entitlement lapse (see section 2.4 of this Information Booklet).

You should bear in mind that if you do not take up all of your Entitlement, your percentage shareholding in Develop will be diluted.[†]

Develop reserves the right to reject any Entitlement and Acceptance Form that is not correctly completed or that is received after the Closing Date. The directors of Develop reserve the right to issue any shortfall (including any excess shortfall) under the Offer at their discretion. Any excess shortfall may, subject to the terms of the Underwriting Agreement, be allocated to the Lead Manager or to third party investors as directed by the Lead Manager.

2.2 If you wish to take up all of your Entitlement

( BPAY®[‡] ): If you decide to take up all of your Entitlement and you wish to pay by BPAY® you should:

make your payment by BPAY® for the full amount payable (being the Offer Price multiplied by the number of New Shares you are applying for, which must not exceed an aggregate total of 100% of your Entitlement) so that it is received by 5:00 pm (Sydney time) on Monday, 7 March 2022; and
note that if you choose to pay by BPAY®, you are not required to submit the personalised Entitlement and Acceptance Form but are taken to make the statements on that form.

( Cheque, bank draft or money order ): If you wish to take up all of your Entitlement and you wish to pay by cheque, bank draft or money order you should:

complete the personalised Entitlement and Acceptance Form by following the instructions set out on the personalised Entitlement and Acceptance Form or access the offer website at https://events.miraqle.com/ dvp-offer (you will need your SRN or HIN and postcode);

† Please note that all retail shareholders of Develop, including Eligible Retail Shareholders who take up all of their Entitlement under the Retail Entitlement Offer, will have their percentage shareholding in Develop diluted as a result of the issue of new shares under the Placement.

‡ BPAY® is a bill payment service. For further information, please see http://www.bpay.com.au/.

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attach payment for the full amount payable (being the Offer Price multiplied by the number of New Shares you are applying for, comprising your Entitlement) to the form; and
return the Entitlement and Acceptance Form together with payment to the Registry so that it is received by 5:00 pm (Sydney time) on Monday 7 March 2022.

Application Monies received by Develop in excess of the amount in respect of your Entitlement will be refunded without interest.

If you take up and pay for your Entitlement so that payment is received by 5:00 pm (Sydney time) on Monday, 7 March 2022, you will be allotted your New Shares on Monday, 14 March 2022. Develop's decision on the number of New Shares allotted to you will be final.

2.3 If you wish to take up part of your Entitlement

( BPAY® ): If you wish to take up part of your Entitlement and reject the balance and you wish to pay by BPAY® you should:

make your payment by BPAY® for the full amount payable (being the Offer Price multiplied by the number of New Shares you are taking up – you will need to calculate this number yourself), so that it is received by 5:00 pm (Sydney time) on Monday, 7 March 2022; and
note that if you choose to pay by BPAY®, you are not required to submit the personalised Entitlement and Acceptance Form but are taken to make the statements on that form.

( Cheque, bank draft, money order ): If you wish to take up part of your Entitlement and reject the balance and you wish to pay by cheque, bank draft or money order you should:

complete the personalised Entitlement and Acceptance Form by following the instructions set out on the personalised Entitlement and Acceptance Form indicating the number of New Shares you wish to take up (this will be less than your Entitlement as specified on the Entitlement and Acceptance Form);
attach payment for the full amount payable (being the Offer Price multiplied by the number of New Shares you are taking up – you will need to calculate this number yourself) to the form; and
return the Entitlement and Acceptance Form to the Registry so that it is received by 5:00 pm (Sydney time) on Monday, 7 March 2022.

If you take up and pay for part of your Entitlement so that payment is received by 5:00 pm (Sydney time) on Monday, 7 March 2022, you will be allotted your New Shares on Monday, 14 March 2022. Develop's decision on the number of New Shares allotted to you will be final.

2.4 If you do not wish to take up your Entitlement

If you do not wish to take up all or any part of your Entitlement, do not take any further action and all or that part of your Entitlement will lapse. By allowing your Entitlement to lapse, you will forgo any exposure to increases or decreases in the value of the New Shares you would have acquired had you taken up your Entitlement and you will not receive any

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value for your Entitlement. Your percentage shareholding in Develop will also be diluted to the extent that New Shares are issued under the Entitlement Offer.[§]

2.5 Payment

(a) General

The Offer Price of $3.30 per New Share accepted is payable on acceptance of your Entitlement. Payment must be received by 5.00 pm (Sydney time) on Monday, 7 March 2022, and must be in Australian currency.

You can pay by:

BPAY®; or
cheque, bank draft or money order.

Develop encourages eligible retail shareholders to submit their application through the offer website (https://events.miraqle.com/ dvp-offer ), as there can be no guarantee that an application made by post will be received by Develop before the close of the Retail Entitlement Offer (5.00 pm (Sydney time) on Monday, 7 March 2022).

Cash payments will not be accepted. Receipts for payment will not be issued.

Application Monies received from Eligible Retail Shareholders will be held on trust by Develop for applicants until the New Shares are allotted.

Develop reserves the right to withdraw or cancel the Entitlement Offer at any time prior to the allocation of New Shares under the Institutional Entitlement Offer. If the Entitlement Offer is withdrawn or cancelled, all Application Monies will be refunded without interest. To the fullest extent permitted by law, each Eligible Retail Shareholder agrees that any Application Monies paid by them to Develop will not entitle them to any interest against Develop, and that any interest earned in respect of Application Monies will belong to Develop. This will be the case, whether or not all or none (if the Entitlement Offer is withdrawn) of the New Shares applied for by a person are issued to that person.

Develop will treat you as applying for as many New Shares as your payment will pay for in full, up to your Entitlement.

(b)

Payment by BPAY®

For payment by BPAY®, please follow the instructions on the personalised Entitlement and Acceptance Form (which includes the Biller Code and your unique Customer Reference Number). You can only make a payment via BPAY® if you are the holder of an account with an Australian financial institution that supports BPAY® transactions.

If you are paying by BPAY®, please make sure to use the specific Biller Code and unique Customer Reference Number on your Entitlement and Acceptance Form. If you have multiple holdings and receive more than one Entitlement and Acceptance Form, when taking up your Entitlement in respect of one of those holdings, please only use the Customer Reference Number specific to the Entitlement on that form. If you do not use the correct Customer Reference Number specific to that holding,

§ Please note that all retail shareholders of Develop, including Eligible Retail Shareholders who take up all of their Entitlement under the Retail Entitlement Offer, will have their percentage shareholding in Develop diluted as a result of the issue of new shares under the Placement.

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your application will not be recognised as valid. If you inadvertently use the same Customer Reference Number for more than one of your Entitlements, you will be deemed to have applied for only your Entitlement to which that Customer Reference Number applies, and any excess amount will be refunded.

Please bear in mind that, should you choose to pay by BPAY®:

you do not need to submit the personalised Entitlement and Acceptance Form, but are taken to have made the statements on that personalised Entitlement and Acceptance Form; and
if you pay for less than your full Entitlement, you are deemed to have taken up your Entitlement in respect of such whole number of New Shares which is covered in full by your Application Monies.

It is your responsibility to ensure that your BPAY® payment is received by the Registry by no later than 5:00 pm (Sydney time) on Monday, 7 March 2022.

You should be aware that your Australian financial institution branch may implement earlier cut-off times with regard to electronic payment and you should therefore take this into consideration when making payment.

Your cheque, bank draft or money order must be:

for an amount equal to $3.30 multiplied by the number of New Shares that you are applying for; and
in Australian currency drawn on an Australian branch of a financial institution; and
payable to "Develop Global Limited – Entitlement Offer" and crossed "Not Negotiable".

If you wish to pay by cheque, bank draft or money order, you must also complete your personalised Entitlement and Acceptance Form in accordance with the instructions set out on that form and return it to the Registry address below accompanied by a cheque, bank draft or money order prior to 5:00 pm (Sydney time) on Monday, 7 March . You should consider postal and cheque clearance timeframes in order to meet this deadline.

Develop Global Limited c/o Link Market Services Limited GPO Box 3560 Sydney NSW 2001 Australia

You should ensure that sufficient funds are held in the relevant account(s) to cover the Application Monies, as your cheque, bank draft or money order (as applicable) will be processed on the day of receipt. If the amount of your cheque, bank draft or money order for Application Monies (or the amount for which the cheque, bank draft or money order clears in time for allocation) is insufficient to pay in full for the number of New Shares you have applied for in your personalised Entitlement and Acceptance Form, you will be taken to have applied for such lower whole number of New Shares as your cleared Application Monies will pay for (and you will be taken to have specified that number of New Shares on your personalised Entitlement and Acceptance Form). Alternatively, your application will not be accepted.

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2.6 Entitlement and Acceptance Form is binding

A payment made through BPAY® or a completed and lodged Entitlement and Acceptance Form together with the payment of requisite Application Monies constitutes a binding offer to acquire New Shares on the terms and conditions set out in this Information Booklet and, once lodged or paid, cannot be withdrawn. If the Entitlement and Acceptance Form is not completed correctly it may still be treated as a valid application for New Shares. Develop's decision whether to treat an acceptance as valid and how to construe, amend or complete the Entitlement and Acceptance Form is final.

By completing and returning your personalised Entitlement and Acceptance Form or making a payment by BPAY®, or otherwise applying to participate in the Entitlement Offer, you:

(a) declare that:
(i) all details and statements made in the personalised Entitlement and Acceptance Form are complete and accurate;
(ii) you are over 18 years of age and have full legal capacity and power to perform all your rights and obligations under the Retail Entitlement Offer and your personalised Entitlement and Acceptance Form; and
(iii) you were the registered holder(s) at the Record Time of the Shares indicated on the personalised Entitlement and Acceptance Form as being held by you on the Record Time;
(b) acknowledge that:
(i) once Develop receives the Entitlement and Acceptance Form with the requisite Application Monies or your payment by BPAY®, you may not withdraw it except as allowed by law;
(ii) you have read and understood this Information Booklet and the personalised Entitlement and Acceptance Form;
(iii) the information contained in this Information Booklet is not investment advice or a recommendation that the New Shares are suitable for you, given your investment objectives, financial circumstances or particular needs;
(iv) this Information Booklet is not a prospectus, product disclosure statement or offer document, does not contain all of the information you may require in order to assess an investment in Develop and is given in the context of Develop's past and ongoing continuous disclosure announcements to ASX;
(v) the eligibility of investors for the purposes of the Entitlement Offer is determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry constraints and the discretion of Develop and the Lead Manager;
(vi) to the maximum extent permitted by law, each of Develop and the Lead Manager disclaim any duty or liability (including for fault or negligence) in respect of that determination and the exercise or otherwise of that discretion; and
(vii) neither Develop nor the Lead Manager guarantee the performance of the New Shares or the performance of Develop nor do they guarantee the repayment of capital from Develop;

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(c) agree to:
(i) apply for, and be issued with up to, the number of New Shares that you apply for at the Offer Price of $3.30 per New Share; and
(ii) be bound by the terms of the Retail Entitlement Offer, this Information Booklet, and the provisions of Develop's constitution;
(d) authorise Develop to:
(i) register you as the holder of any New Shares you are allotted and authorise Develop, the Lead Manager and each of their respective officers or agents to do anything on your behalf necessary for the New Shares to be issued to you, including to act on instruction of the Registry by using the contact details set out in the personalised Entitlement and Acceptance Form; and
(ii) correct any errors in your personalised Entitlement and Acceptance Form or other form provided to you;
(e) represent and warrant that:
(i) the law of any place does not prohibit you from:
- (A) being given this Information Booklet (or the personalised Entitlement and Acceptance Form); or
- (B) accessing the offer website at https://events.miraqle.com/ dvp-offer ; or
- (C) making an application for New Shares; and
(ii) subject to 2.6(g)(vi), you are an Eligible Retail Shareholder.

By completing and returning your Entitlement and Acceptance Form with the requisite Application Monies or making a payment by BPAY® or otherwise applying to participate in the Retail Entitlement Offer you will also be treated as:

(f) having represented and warranted that you are not engaged in the business of distributing securities;
(g) acknowledging on your own behalf and on behalf of each person on whose account you are acting that:
(i) you are not in the United States and you are not acting for the account or benefit of a person in the United States;
(ii) the New Shares have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States;
(iii) the New Shares in the Retail Entitlement Offer will only be offered and sold outside the United States in "offshore transactions", as defined and in compliance with Regulation S under the U.S. Securities Act;
(iv) if in the future you decide to sell or otherwise transfer any New Shares, you will only do so in a standard brokered transaction on the ASX where neither you nor any person acting on your behalf knows, or has reason to know, that the sale has been pre-arranged with, or that the purchaser is, a person in the United States;

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(v) you have not and will not send this Information Booklet, the Entitlement and Acceptance Form or any other materials relating to the Retail Entitlement Offer to any person in the United States or any other country outside Australia or New Zealand (except nominees and custodians who may distribute such materials to Institutional Investors in Permitted Jurisdictions); and
(vi) if you are acting as a nominee or custodian, each beneficial holder on whose behalf you are submitting the Entitlement and Acceptance Form is:
(A) resident in Australia or New Zealand or is an Institutional Investor in another Permitted Jurisdiction;
(B) not in the United States and not acting for the account or benefit of a person in the United States (to the extent such person is acting for the account or benefit of a person in the United States); and
(C) is not an Eligible Institutional Shareholder or Ineligible Institutional Shareholder.

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3. ASX OFFER ANNOUNCEMENTS

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ASX Announcement 17 February 2022

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

Develop agrees to acquire Woodlawn zinc-copper project in NSW for A$30M

Acquisition includes an underground mine, new processing plant, significant JORC Reserve and Resource, all established at a cost of ~A$340m; Initial emphasis will be on growing inventory by extending known high-grade lenses

Key Points

Develop has agreed to buy the Woodlawn zinc-copper mine in NSW and the extensive tenement package for A$30m upfront and success-driven milestone payments; Acquisition comes via purchase of Heron Resources Limited (administrators appointed) pursuant to the terms of a DOCA.
Acquisition comes with zero debt or creditor obligations
Heron completed a substantial re-development of Woodlawn, including construction of a new box-cut, significant underground development and infrastructure to ~300m below surface and a 1.0Mtpa processing plant
Woodlawn was put on care and maintenance in 2020 due to ramp-up issues, difficulties stemming from COVID and a corporate strategy which was not suited to this operation
Woodlawn has a JORC-compliant Resource of 18.2Mt at 9.8% ZnEq[1] , which includes a high- grade underground Resource of 7.4Mt at 15.2% ZnEq[1]
Woodlawn has a JORC-compliant Reserve of 12.4Mt at 7.8% ZnEq[1] , which includes a high-grade underground Reserve of 3.1Mt at 13.1% ZnEq[1 ]
The mine had a profitable 20-year operating record, producing 13.8Mt at 19.7% ZnEq[2]
The mineralisation is hosted in a VMS geological system with numerous lenses which all remain open at depth
Develop’s initial focus will be on growing the mineral inventory by extending the known lenses at depth; It will also undertake infill drilling to upgrade the Inferred Resource and target EM conductors identified by leading consultants NewExco during due diligence

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

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

This accelerated growth strategy will involve the immediate construction of 1000m of underground development to enable drilling to be conducted from underground, increasing the speed and reducing the cost of growing the inventory
Woodlawn acquisition meets all Develop’s strategic and key investment criteria:
Future-facing metals (copper and zinc) in a Tier-1 location
World-class geology: Volcanogenic Massive Sulphide (VMS) system, strong and profitable historic production, significant potential to grow the inventory
Outstanding value for money: Purchase price is <10% of the previously invested capital
Combination of the Woodlawn acquisition and Develop’s rapidly emerging Sulphur Springs copper-zinc-silver project in the Pilbara will transform the Company into a major base metals group centred on future-facing metals in tier-one locations
Develop will be able to leverage its people, particularly its underground mining expertise, across both projects, providing attractive career opportunities in the process

Acquisition Terms and Funding

Develop will acquire Woodlawn for A$15m cash and A$15m worth of Develop shares in an upfront consideration. Acquisition comes via purchase of Heron Resources Limited (administrators appointed) pursuant to the terms of a DOCA. DOCA extinguishes historical claims of Heron, enables Develop to acquire Woodlawn unencumbered
Develop will also make success-driven milestone payments of up to A$70m in cash or shares (or a combination thereof) at the Company’s election
Develop will undertake a fully underwritten A$50m equity raising via a A$25m share placement at A$3.30 per share and an accelerated non renounceable entitlement offer to raise a further A$25m at the same price
The offer price under the equity raising is a 5% premium to the five-day VWAP for the period ending on 16 February 2022, reflecting the strong support of existing shareholders
Major shareholders Bill Beament (16%) and Mineral Resources (15%) will take up their full entitlements, totalling ~A$8m
In addition, Develop intends to issue up to A$1m of additional Develop shares to Develop directors at the same issue price as under the placement and the entitlement offer, subject to shareholder approval

Presentation by Managing Director

Develop Managing Director Bill Beament will deliver a presentation on the Woodlawn transaction today at 11am (AEDT) / 8am (AWST). To view the presentation, click on the link below. A recording will also be available shortly after completion of the presentation.

https://webcast1.boardroom.media/watch_broadcast.php?id=620c9a0e1c785

Develop (ASX:DVP) is pleased to announce that it has agreed to acquire the Woodlawn zinc-copper project in NSW for an upfront consideration of A$30 million and success-driven milestone-related payments of up to A$70 million.

The Woodlawn underground mine and processing plant was developed by Heron Resources Limited (Heron), which invested ~A$340 million in the project before it was put on care and maintenance in 2020, and Heron was placed in administration in July 2021.

Develop’s strategy will centre on growing the inventory through an aggressive underground drilling program which will target extensions to the mineralised lenses. These remain open at depth. It will also infill drill the Inferred Resource to improve the geological confidence and target EM conductors identified by leading consultants NewExco during due diligence.

Develop Managing Director Bill Beament said Woodlawn was an exceptional acquisition opportunity.

“Such outstanding acquisition opportunities are extremely rare,” Mr Beament said. “Woodlawn hosts future-facing metals in a tier-one location and meets all our criteria for creating shareholder value.

“It is a substantially-developed project with extensive underground infrastructure and a new processing plant. The previous owners invested ~A$340m to re-establish the operation.

“The geology is first-class, with a VMS system which is under-explored and open in a number of areas. We are very confident that we will be able to grow the inventory rapidly by extending the key lenses using underground drilling.

“The potential to create value for our shareholders through inventory growth is enormous.

“Woodlawn also provides us with a valuable opportunity to further leverage Develop’s team of underground mining specialists, which is a key plank of our growth strategy.”

Woodlawn has a strong and profitable history, producing 13.8Mt at 19.7% ZnEq[3] (Zinc Equivalent) from 1978-1998[2] , when it was closed due to depressed commodity prices and insufficient drilling to extend known mineralisation.

Heron began redeveloping Woodlawn in 2017, investing $340m in Resource/Reserve definition, underground infrastructure and a 1.0Mtpa processing plant. However, the Company encountered rampup challenges and COVID-related issues in 2020, coupled with a corporate strategy that was not suited to this type of operation. As a result of these factors, the project was placed on care and maintenance in 2020.

Acquisition Terms

Develop has entered into binding Co-Operation Deeds with Orion, Nomad and Castlelake who, together, hold in aggregate more than 50% of the value of the total claims against Heron, pursuant to which those creditors have agreed to vote in favour of the deed of company arrangement proposed by Develop ( DOCA ) pursuant to which Develop will acquire Heron (which owns Woodlawn).

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

The DOCA extinguishes historical claims against Heron, to enable Develop to acquire Woodlawn unencumbered.

The consideration payable by Develop comprises:

Upfront consideration of A$30 million payable to Heron secured and unsecured creditors on effectuation of the DOCA, comprised of:
A$15m payable in cash; and
A$15m payable by the issue of new fully paid ordinary shares in Develop at an issue price of $3.14 per share (being the 5 trading day VWAP before the date of the agreements with Heron’s secured creditors)
Aggregate contingent consideration of up to A$70 million (in cash or Develop shares, at the Company’s election) payable to Orion subject to certain milestones being met as follows:
A$12.5m payable on definition of 550,000 tonnes ZnEq underground JORC Reserves
A$7.5m payable on definition of 680,000 tonnes ZnEq underground JORC Reserves
A$20.0m payable on a positive Final Investment Decision (FID) in respect of Woodlawn
o A$30.0m 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 existing Nomad stream arrangement in respect of Woodlawn will remain in place, subject to the following changes:

The aggregate amount of silver to be delivered to Nomad will be capped at A$27 million
A secondary stream will be introduced in respect of tailings, under which Tarago Operations Pty Ltd (at the hands of Develop) will pay A$1.0 million for every 1Mt of tailings ore processed at a certain tenement at Woodlawn, capped at A$10 million

Completion of the Acquisition is subject to:

Approval of the Develop DOCA by the requisite majority of Heron creditors at the Second Creditors’ Meeting for Heron
Effectuation of the DOCA occurring which is subject to the following conditions precedent: o court approval of the transfer of the Heron shares to Develop pursuant to section 444GA of the Corporations Act;
ASIC relief for the purposes of section 606 of the Corporations Act;
ministerial approval for the change of control relating to Heron’s tenements;
payment by Develop of A$8.5m to the Administrators, to form part of the trust fund used to provide a distribution to the unsecured creditors of Heron and to pay the Administrators remuneration and expenses; and
execution of any documents necessary to release the securities held by Orion, Nomad and Castlelake.

The Second Creditors Meeting for Heron to approve the DOCA is anticipated to be held in late February 2022. Subject to satisfaction of the conditions precedent, completion of the Acquisition to anticipated to occur in April 2022.

==> picture [268 x 295] intentionally omitted <==

Woodlawn Overview and Develop Strategy

Woodlawn is a high-grade VMS base metal system in the world class Lachlan Fold belt in NSW, 250km south-west of Sydney and 40km south of Goulburn.

Historically, the Woodlawn Mine operated from 1978 to 1998 and processed 13.8Mt of ore from the Woodlawn open pit, underground and satellite deposits grading 9.1% Zn, 1.6% Cu, 3.6% Pb, 0.5g/t Au and 74g/t Ag[2] .

Woodlawn has existing high grade Underground Reserves of 3.1Mt @ 13.1% ZnEq and existing Underground Resources of 7.4Mt @ 15.2% ZnEq. Including tailings, Woodlawn would have a total Reserve of 12.4Mt @ 7.8% ZnEq and total Resource of 18.2Mt @ 9.8% ZnEq[1] .

Develop believes that Woodlawn has significant growth potential, having historically

been under-explored and untested at depth. In particular, the Company believes that Woodlawn has strong potential for extensions of existing lenses which are open at depth and along strike, and for the discovery of additional lenses, with logical structural positions untested.

==> picture [457 x 289] intentionally omitted <==

Develop’s growth strategy for Woodlawn is to aggressively grow the underground mining inventory over the ~24 to 36 months by investing in ~1,000m of underground development to establish multiple drilling platforms and to subsequently complete a ~33,000m underground diamond drilling program targeting lens extensions, untested EM conductors and additional mineralised horizons. Develop is ultimately aiming to define a robust high-grade 7 to 10 year underground mining inventory, ahead of a potential restart of operations.

Equity Raising Overview

Develop is undertaking a fully underwritten A$50 million equity raising (“ Equity Raising ”) comprising:

an institutional placement of approximately 7.6 million new fully paid ordinary shares in Develop (“ New Shares ”) to raise A$25.0 million (“ Placement ”); and
a 1-for-18.6 pro-rata accelerated non-renounceable entitlement offer of approximately 7.6 million New Shares to raise approximately A$25.0 million (“ Entitlement Offer ”).

Key highlights include:

The Equity Raising price is at a 5% premium to the 5 day VWAP for the period ending on 16 February 2022 reflecting the strong support of existing shareholders
Major shareholders Bill Beament (16%) and Mineral Resources (15%) will take up their full entitlements, totalling ~A$8m

In addition to the Placement and the Entitlement Offer, Develop intends to issue up to A$1 million of New Shares to Develop directors (“ Director Placement ”).

The Director Placement is not underwritten, does not form part of the Equity Raising and is subject to shareholder approval.

Provided shareholder approval is obtained, the Director Placement will be conducted at an issue price of A$3.30 per New Share, being the same price as under the Placement and the Entitlement Offer.

Develop intends to use the funds raised from the Equity Raising as follows:

Develop intends to use the funds raised from the Equity Raising as follows:
Use of Funds	A$m
Upfront cash consideration payable under the Acquisition	15.0
Woodlawn exploration and care and maintenance costs	30.0
Working capital including transaction costs associated with the Acquisition and EquityRaising	5.0
Total	50.0

All New Shares under the Equity Raising will be issued at a price of A$3.30 per New Share, which represents a:

4.1% premium to the last traded price of Develop shares on ASX of A$3.17 on Wednesday, 16 February 2022; and
5.2% premium to the 5-day volume average weighted price (VWAP) for the period ending on Wednesday, 16 February 2022

The Entitlement Offer provides eligible shareholders with the opportunity to subscribe for 1 New Share for every 18.6 existing shares held as at 7.00pm Sydney Time on Monday, 21 February 2022 (“ Record Date ”).

Eligible institutional shareholders will be invited to participate in the accelerated institutional component of the Entitlement Offer (“ Institutional Entitlement Offer ”), which opens today, Thursday 17 February 2022. Eligible institutional shareholders can choose to take up all, part or none of their entitlements under the Institutional Entitlement Offer. Entitlements not taken up by eligible institutional shareholders, and entitlements that would otherwise have been offered to ineligible shareholders, will be offered to new and existing institutional shareholders concurrently with the Institutional Entitlement Offer.

Concurrently with the Institutional Entitlement Offer, Develop will undertake the Placement to both existing and new institutional investors.

The retail component of the Entitlement Offer (“ Retail Entitlement Offer ”) will be conducted at the same offer price and offer ratio as the Institutional Entitlement Offer. The Retail Entitlement Offer will be open from Thursday 24 February 2021 to eligible retail shareholders in Australia and New Zealand, as at 7:00pm (Sydney time) on the Record Date and is expected to close at 5.00pm (Sydney time) on Monday 7 March 2022.

Develop Managing Director Bill Beament and major shareholder Mineral Resources Limited have indicated their intention to take up their full entitlements in the Entitlement Offer.

The Entitlement Offer is non-renounceable and entitlements will not be tradeable or otherwise transferable. Eligible shareholders who do not take up their entitlement under the Entitlement Offer in full or in part, will not receive any value with respect to those entitlements not taken up.

Each New Share issued under the Equity Raising will rank equally with existing fully paid ordinary shares in Develop then on issue.

The Equity Raising is fully underwritten by Canaccord Genuity (Australia) Limited. A summary of the key terms of the underwriting agreement is set out in the Investor Presentation released to ASX today.

Indicative Timetable

An indicative Timeline with respect to the Equity Raising is detailed below:

Event	Time / Date
Announcement of the Equity Raising and Placement and Institutional Entitlement Offer open	Thursday, 17 February 2022
Announcement of completion of the Placement and Institutional Entitlement Offer	Monday, 21 February 2022
Trading halt is lifted and existing Develop shares resume trading on ex-entitlement basis	Monday, 21 February 2022
Record date for determining entitlement for the Entitlement Offer	7.00 pm (Sydney time) on Monday,21 February2022
Retail Entitlement Offer Booklet and Entitlement & Acceptance Form dispatched and Retail Entitlement Offer opens	Thursday, 24 February 2022
Settlement of Placement and Institutional Entitlement Offer	Friday, 25 February 2022
Allotment and issue of New Shares under Placement and Institutional
Entitlement Offer, normal trading of New Shares issued under the	Monday, 28 February 2022
Placement and Institutional Entitlement Offer
Retail Entitlement Offer closing date	5.00 pm (Sydney time), Monday, 7 March 2022
Settlement of Retail Entitlement Offer	Friday, 11 March 2022
Allotment of New Shares under the Retail Entitlement Offer	Monday, 14 March 2022
Normal trading of New Shares issued under the Retail Entitlement Offer	Tuesday, 15 March 2022

The above timetable is indicative only and subject to change without notice. The commencement of quotation of New Shares is subject to confirmation from ASX. Subject to the requirements of the Corporations Act, the ASX Listing Rules and any other applicable laws, Develop, with the consent of the Underwriter (if required), reserves the right to amend this timetable at any time, including extending the Retail Entitlement Offer period or accepting late applications, either generally or in particular cases, without notice.

Further information

For further information on the transaction, Develop shareholders should read Develop's investor presentation entitled "Woodlawn Zinc-Copper Project Acquisition" which has been lodged with the ASX today.

Noting contained in this announcement constitutes investment, legal, tax or other advice. You should seek appropriate advice before making any investment.

Advisers

Sternship Advisers is acting as corporate adviser and Ashurst is acting as legal adviser to Develop.

Canaccord Genuity is acting as Lead Manager and Underwriter on the Equity Raising.

This announcement is authorised for release by Bill Beament, Managing Director.

About Develop

Develop (ASX: DVP) is committed to playing an important role in the decarbonisation process. It aims to achieve this by exploring, acquiring, developing and helping others to develop operations which produce future-facing metals in tier-one locations. The Company’s strategy involves leveraging its core assets of people, particularly those with underground mining expertise, and access to capital. Develop is utilising these strengths to advance its Sulphur Springs copper-zinc-silver project in the Pilbara region of Western Australia. Drilling is ongoing to grow and upgrade the JORC Resource at Sulphur Springs. This is taking place in parallel with a range of mining and economic studies on the project. Develop has also agreed to acquire the Woodlawn base metals project in NSW.

INVESTORS MEDIA

Bill Beament Paul Armstrong Develop Read Corporate P: +61 8 6389 7400 P: +61 8 9388 1474 E: [email protected] E: [email protected]

Woodlawn Mineral Resources and Reserves

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IMPORTANT INFORMATION

Information regarding Woodlawn

The information in this announcement regarding Woodlawn, including information relating to production, recoveries, mineral resources and reserves estimates, life of mine plans, DFS results and historic financial information (including historical expenditure) has been sourced using publicly available information and has not been independently verified by DEVELOP. DEVELOP has undertaken only limited due diligence in relation to Woodlawn and may not be aware of all the material information, assumptions, facts and circumstances. Accordingly, DEVELOP does not, subject to the Corporations Act, make any representation or warranty, express or implied, as to the accuracy or completeness of this information.

While DEVELOP has conducted certain due diligence in connection with Woodlawn, DEVELOP is unable to verify the accuracy or completeness of the information provided, and there is no assurance that this due diligence was conclusive and that all material issues and risks in relation to Woodlawn have been identified. Receipt of new, additional or updated information, assumptions or modifying factors may change production targets, recoveries, mineral resource and reserves estimates, life of mine plans, DFS results and other forward-looking statements concerning Woodlawn in this announcement. To the extent that this information is incomplete, incorrect, inaccurate or misleading, there is a risk that the profitability and future results of the operations of DEVELOP following the acquisition of Woodlawn may differ (including in a materially adverse way) from the Company's expectations as reflected in this announcement, or that additional liabilities may emerge.

Refer to the Risk Factors (including the Risk Factors entitled “Proposed Acquisition”, “Due Diligence risk”, “Analysis of acquisition opportunity” and “Re-start and ramp-up of the Woodlawn Project”) in Appendix A to the accompanying Investor Presentation released to ASX today ( Investor Presentation ).

Please also refer to slide for further information regarding the calculation of zinc equivalent figures in respect of Woodlawn included in the Investor Presentation.

Forward-looking statements

This announcement contains certain "forward-looking statements". Forward looking statements can often, but not always, be identified by the use of forward looking words such as "forecast", "estimate", "likely", "anticipate", "believe", "expect", "future", "project", "opinion", "opportunity", "predict", "outlook", "guidance", "intend", "should", "could", "may", "target", "plan", "propose", "to be", "foresee", "aim", "will" and other similar expressions. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Forward-looking statements in this announcement include statements regarding the conduct, approximate size and outcome of the Equity Raising, statements regarding DEVELOP's intent, belief, expectations, plans, strategies and objectives of management, the use of proceeds raised under the Offer, expected timetables in connection with DEVELOP's projects, future acquisitions, expected costs, capital expenditure or production outputs for DEVELOP (based on, among other things, estimates of production for the periods specifically mentioned in this announcement), future demand for copper or zinc, the future operation of DEVELOP and the impact and duration of the COVID-19 pandemic. Actual results, performance or outcomes may differ materially from any projections and forward-looking statements and the assumptions on which those assumptions are based. You are strongly cautioned not to place undue reliance on forwardlooking statements and neither DEVELOP nor any of its directors, officers, employees, servants, advisers or agents assumes any obligation to update such information.

Any forward-looking statements, as well as any other opinions and estimates, provided in this announcement are based on assumptions and contingencies which are subject to change without notice and may prove ultimately to be materially incorrect, as are statements about market and industry trends, which are based on interpretations of current market conditions.

Forward-looking statements including projections, guidance on future earnings and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance and may involve significant elements of subjective judgment, assumptions as to future events that may not be correct, known and unknown risks, uncertainties and other factors, many of which are outside the control of DEVELOP. A number of factors could cause actual results, performance or achievements to vary materially from any forward-looking statements and the assumptions on which statements are based, including but not limited to the risk factors set out in this announcement.

Except as required by applicable law or regulation, DEVELOP undertakes no obligation to provide any additional or updated information or update any forward-looking statements, whether as a result of new information, future events or results or otherwise. Nothing in this announcement will, under any circumstances (including by reason of this announcement remaining available and not being superseded or replaced by any other presentation or publication with respect to DEVELOP or the subject matter of this announcement) create an implication that there has been no change in the affairs of DEVELOP since the date of this announcement. Neither DEVELOP, nor any of its directors, officers, employees, servants, advisers or agents makes any warranty as to the accuracy of any forward-looking statements in this announcement.

Not an offer in the United States

This announcement has been prepared for publication in Australia and may not be released to US wire services or distributed in the United States.

This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement (including the New Shares) have not been, and will not be, registered under the US Securities Act of 1933, as amended (“US Securities Act”) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and any other applicable securities law of any state or other jurisdiction of the United States.

ASX Announcement

21 February 2022

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

DEVELOP receives firm commitments for $37m in raising to fund acquisition of Woodlawn base metals project in NSW

Preparations for exploration program already underway as part of strategy to grow the Resource and Reserve

HIGHLIGHTS

Develop receives firm commitments for $37.2 million in Placement and Institutional Entitlement Offer as part of broader $50 million Equity Raising.
Raising completed at a 5% premium to the five-day VWAP for the period ending on 16 February 2022, reflecting the market’s recognition of the outstanding value of the Woodlawn acquisition
Retail Entitlement Offer will open on Thursday, 24 February 2022

Develop (ASX:DVP) is pleased to announce the completion of the institutional component of its 1 for 18.6 pro rata accelerated non-renounceable entitlement offer and institutional placement at A$3.30 per share.

Develop Managing Director Bill Beament said: "The strong demand for the raising and the premium price at which it was completed reflects the quality of the Woodlawn project, the attractive purchase price and the significant growth potential.

“We now look forward to unlocking the significant value in the asset through our extensive planned underground exploration program aimed at substantially growing the inventory".

The Placement and Institutional Entitlement Offer are fully underwritten by Canaccord Genuity (Australia) Limited.

The Placement comprised the issue of approximately 7.6 million New Shares, raising gross proceeds of approximately $25.0 million, and the Institutional Entitlement Offer comprised the issue of approximately 3.7 million New Shares, raising gross proceeds of approximately $12.2 million.

Completion of the Placement and the Institutional Entitlement Offer represents completion of the first stage of Develop's A$50 million equity raising, announced on 17 February 2022 (“ Equity Raising ”). The Placement and the Institutional Entitlement Offer have, together, raised gross proceeds of approximately $37.2 million

New Shares to be issued under the Placement and Institutional Entitlement Offer will rank equally with existing Develop shares in all respects from the date of their issue. Settlement of the New Shares is

expected to occur on Friday, 25 February 2022 and these New Shares are expected to be issued and commence trading on the ASX on a normal settlement basis on Monday, 28 February 2022.

In addition to the Placement and the Entitlement Offer, Develop intends to issue up to A$1 million of New Shares to Develop directors (“ Director Placement ”).

The Director Placement is not underwritten and will be undertaken at the same issue price as the Equity Raising. The Director Placement is subject to shareholder approval.

Develop expects that the trading halt in its shares will be lifted on Monday, 21 February 2021 and that its shares will recommence trading on an ex-entitlement basis from that time.

Canaccord Genuity (Australia) Limited is acting as lead manager and underwriter to the Equity Raising, and Ashurst are acting as Australian legal adviser to Develop in respect of the Equity Raising.

Retail Entitlement Offer

The fully underwritten retail component of the entitlement offer (“ Retail Entitlement Offer ”) will open on Thursday, 24 February 2022 and is expected to close at 5.00pm (Sydney time) on Monday, 7 March 2022.

Eligible retail shareholders will be able to subscribe for 1 New Share for every 18.6 Develop shares held as at 7.00pm (Sydney time) on Monday, 21 February 2021. The Retail Entitlement Offer price is also A$3.30 per New Share.

Further information will be sent to eligible retail shareholders in a booklet expected to be released to ASX and despatched on Thursday, 24 February 2022 (“ Retail Entitlement Offer Booklet ”). The Retail Entitlement Offer Information Booklet and accompanying personalised entitlement and acceptance forms will contain instructions on how to apply to participate in the Retail Entitlement Offer. Eligible retail shareholders are encouraged to carefully read the Retail Entitlement Offer Information Booklet for further details relating to the Retail Entitlement Offer.

Indicative Timetable

An indicative timeline with respect to the Equity Raising is detailed below

Event	Time / Date
Trading halt lifted and existing Develop shares resume trading on ex- entitlement basis	Monday, 21 February 2022
Record date to identify security holders entitled to participate in the	7.00pm (Sydney time) Monday,
Entitlement Offer	21 February2022
Retail Entitlement Offer opens. Despatch of Retail Entitlement Offer Booklet andpersonalised entitlement forms	Thursday, 24 February 2022
Settlement of Placement and Institutional Entitlement Offer	Friday, 25 February 2022
Allotment and issue of New Shares under Placement and Institutional
Entitlement Offer, normal trading of New Shares issued under the	Monday, 28 February 2022
Placement and Institutional Entitlement Offer
Retail Entitlement Offer closes	5.00 pm (Sydney time) Monday, 7 March 2022
Settlement of Retail Entitlement Offer	Friday, 11 March 2022
Issue of New Shares under Retail Entitlement Offer	Monday, 14 March 2022
New Shares (issued under the Retail Entitlement Offer) commence trading on ASX	Tuesday, 15 March 2022

Time / Date

Event Time / Date Despatch of holding statements in respect of New Shares issued Wednesday, 16 March 2022 under the Retail Entitlement Offer

The above timetable is indicative only and subject to change without notice. The commencement of quotation of New Shares is subject to confirmation from ASX. Subject to the requirements of the Corporations Act, the ASX Listing Rules and any other applicable laws, Develop, with the consent of the Underwriter (if required), reserves the right to amend this timetable at any time, including extending the Retail Entitlement Offer period or accepting late applications, either generally or in particular cases, without notice.

Shareholder Enquiries

If you have any questions in relation to the Retail Entitlement Offer, please call the Entitlement Offer Information Line on 1300 420 709 (within Australia) or +61 1300 420 709 (outside Australia) at any time between 8:30 am and 5:00 pm (Sydney time) on Monday to Friday (excluding public holidays) during the Retail Entitlement Offer period. Further information in relation to the Retail Entitlement Offer, and the Equity Raising generally, can be found in the Investor Presentation lodged with ASX on 17 February 2022.

This announcement is authorised for release by Bill Beament, Managing Director.

All dollar amounts are in Australian dollars unless otherwise indicated.

About Develop

Develop (ASX: DVP) is an exploration and development company with two advanced copper-zinc projects near Port Hedland in the Pilbara region of Western Australia. The two projects are the Sulphur Springs Project which includes the Sulphur Springs and Kangaroos Caves deposits, plus 27km of prospective tenements on the Panorama trend; and the JV on the Whim Creek Project, which includes the Resources at the Whim Creek, Mons Cupri and Salt Creek mines together with the Evelyn project and 18,100 ha of prospective tenements over the Whim Creek basin. The Company’s focus is to finance its flagship Sulphur Springs Project, paving the way for its transformation into a new mid-tier ASX-listed base metal producer in the medium term. This will position it to be a long-term supplier of copper and zinc to global markets at a time when significant shortfalls are expected for both metals, especially copper.

INVESTORS MEDIA Bill Beament Paul Armstrong Develop Read Corporate P: +61 8 6389 7400 P: +61 8 9388 1474 E: [email protected] E: [email protected]

Not an offer in the United States

This announcement has been prepared for publication in Australia and may not be released to US wire services or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.

4. IMPORTANT INFORMATION

4.1 Responsibility for Information Booklet

This Information Booklet (including the ASX Offer Announcements and the enclosed personalised Entitlement and Acceptance Form) has been prepared by Develop. This Information Booklet is dated Thursday, 24 February 2022 (other than the ASX Offer Announcements, which were released to the ASX and published on the ASX website on the date shown on them). Statements made in this Information Booklet are made only as at the date of this Information Booklet. The information in this Information Booklet remains subject to change without notice, and neither Develop nor the Lead Manager is responsible for updating the information in this Information Booklet.

No party other than Develop has authorised or caused the issue of this Information Booklet, or takes any responsibility for, or makes, any statements, representations or undertakings in this Information Booklet.

No person is authorised to give any information, or to make any representation, in connection with the Entitlement Offer that is not contained in this Information Booklet. Any information or representation that is not in this Information Booklet may not be relied on as having been authorised by Develop, or its related bodies corporate in connection with the Entitlement Offer.

4.2 Status of Information Booklet

The Retail Entitlement Offer is being made pursuant to provisions of the Corporations Act (as modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84 and ASIC Corporations (Disregarding Technical Relief) Instrument 2016/73 ) which allow rights issues to be conducted without a prospectus.

Neither this Information Booklet nor the Entitlement and Acceptance Form is required to be lodged or registered with ASIC. This Information Booklet is not a prospectus under the Corporations Act and no prospectus for the Entitlement Offer will be prepared or issued. These documents do not contain, or purport to contain, all of the information that a prospective investor may require in evaluating an investment in Develop. They do not contain all the information which would be required to be disclosed in a prospectus.

As a result, it is important for Eligible Retail Shareholders to carefully read and understand the information on Develop and the Entitlement Offer made publicly available, prior to accepting all or part of their Entitlement. In particular, please refer to this Information Booklet, the Investor Presentation and other announcements made available at http://www.asx.com.au/.

This Information Booklet does not contain financial product advice and has been prepared without taking into account your investment objectives, financial circumstances or particular needs. Develop is not licensed to provide financial product advice in respect of the New Shares. Before deciding whether to apply for New Shares, you should consider whether they are a suitable investment for you in light of your own investment objectives and financial circumstances and having regard to the merits or risks involved. If, after reading the Information Booklet including the Investor Presentation released to ASX on Thursday, 17 February 2022 (in particular, the "Key Risks" section), you have any questions about the Entitlement Offer, you should contact your stockbroker, accountant or other independent professional adviser.

4.3 Information Booklet availability

Eligible Retail Shareholders in Australia and New Zealand can obtain a copy of this Information Booklet during the period of the Entitlement Offer by accessing the ASX website or accessing https://events.miraqle.com/ dvp-offer .

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Persons who access the electronic version of this Information Booklet should ensure that they download and read the entire Information Booklet. The electronic version of this Information Booklet on the ASX website will not include a personalised Entitlement and Acceptance Form. Eligible Retail Shareholders can also access the Information Booklet and apply online at https://events.miraqle.com/ dvp-offer .

A replacement personalised Entitlement and Acceptance Form can be requested by calling the Entitlement Offer Information Line on 1300 420 709 (within Australia) or +61 1300 420 709 (outside Australia) at any time between 8:30 am and 5:00 pm (Sydney time) on Monday to Friday (excluding public holidays) during the Retail Entitlement Offer period.

This Information Booklet (including the accompanying personalised Entitlement and Acceptance Form) may not be distributed or released to, or relied upon by, persons in the United States or that are acting for the account or benefit of a person in the United States.

4.4 Notice to nominees and custodians

The Retail Entitlement Offer is being made to all Eligible Retail Shareholders. Nominees or custodians with registered addresses in Australia or New Zealand, irrespective of whether they participated in the Institutional Entitlement Offer, may also be able to participate in the Retail Entitlement Offer in respect of some or all of the beneficiaries on whose behalf they hold Shares, provided that the applicable beneficiary would satisfy the criteria for an Eligible Retail Shareholder.

If Develop believes you hold Shares as a nominee or custodian you will have received, or will shortly receive, a letter in respect of the Entitlement Offer from Develop.

Nominees and custodians should consider carefully the contents of that letter and note in particular that the Retail Entitlement Offer is not available to:

(a) beneficiaries on whose behalf they hold Shares who would not satisfy the criteria for an Eligible Retail Shareholder;
(b) Eligible Institutional Shareholders who received an offer to participate in the Institutional Entitlement Offer (whether they accepted their Entitlement or not);
(c) Ineligible Institutional Shareholders who were ineligible to participate in the Institutional Entitlement Offer; or
(d) Shareholders who are not eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer (without any requirement for a prospectus, product disclosure statement or offer document to be lodged or registered).

Persons acting as custodians and/or nominees for other persons must not take up Entitlements or apply for New Shares on behalf of, and must not send the Information Booklet or any other document relating to the Retail Entitlement Offer to, any person that is in the United States or elsewhere outside Australia or New Zealand (except to Institutional Investors in other Permitted Jurisdictions).

Develop is not required to determine whether or not any registered holder is acting as a nominee or custodian or the identity or residence of any beneficial owners of Shares. Where any holder is acting as a nominee or custodian for a foreign person, that holder, in dealing with its beneficiary, will need to assess, taking into account guidance provided (or deemed provided) in this Information Booklet, whether indirect participation by the beneficiary in the Retail Entitlement Offer complies in all respects with the terms of the Retail Entitlement Offer and all applicable foreign laws.

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4.5 No cooling off

Cooling off rights do not apply to an investment in New Shares. You cannot withdraw your application once it has been made.

4.6 Taxation

Taxation implications will vary depending upon the individual circumstances of Eligible Shareholders. You should obtain your own professional advice before deciding whether to invest in New Shares.

4.7 Privacy Statement

If you complete an application for New Shares, you will be providing personal information to Develop (directly or through the Registry). Develop collects, holds and will use that information to assess your application, service your needs as a Shareholder and to facilitate distribution payments and corporate communications to you as a Shareholder.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Registry.

You can access, correct and update the personal information that is held about you. If you wish to do so, please contact the Registry at the relevant contact numbers set out in the Corporate Directory of this Information Booklet.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules. You should note that if the information required on the Entitlement and Acceptance Form is not provided, Develop may not be able to accept or process your application.

4.8 Governing Law

This Information Booklet, the Entitlement Offer and the contracts formed on acceptance of the Entitlement Offers pursuant to the personalised Entitlement and Acceptance Forms are governed by the laws applicable in Western Australia, Australia. Each applicant for New Shares submits to the non-exclusive jurisdiction of the courts of Western Australia, Australia.

4.9 Foreign offer restrictions

This Information Booklet has been prepared to comply with the requirements of the securities laws of Australia.

This Information Booklet does not constitute an offer in any other jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register or qualify the Entitlement Offer, the New Shares, or otherwise permit the public offering of the New Shares, in any jurisdiction other than Australia and New Zealand. Distribution of this Information Booklet outside Australia and New Zealand may be restricted by the securities laws of other jurisdictions. Any non-compliance with these restrictions may contravene applicable securities laws. See the "International selling restrictions" section of the Investor Presentation for more information.

New Zealand

The New Shares are not being offered to the public within New Zealand other than to existing Shareholders with registered addresses in New Zealand to whom the offer of these

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securities is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021.

This Information Booklet has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority. This Information Booklet is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

United States

This Information Booklet does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. None of this Information Booklet, any accompanying ASX announcements, the Investor Presentation reproduced in it, or the Entitlement and Acceptance Form may be released to US wire services or distributed in the United States. The New Shares have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares may not be offered or sold in the United States unless they have been registered under the U.S. Securities Act or in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act or applicable securities laws of any state or other jurisdiction of the United States. In particular, the New Shares to be offered and sold in the Retail Entitlement Offer may only be offered and sold outside the United States in "offshore transactions" as defined and in compliance with Regulation S under the U.S. Securities Act.

4.10 Underwriting

The Entitlement Offer is lead managed and fully underwritten by the Lead Manager pursuant to an underwriting agreement dated 17 February 2022 ( Underwriting Agreement ).

A summary of the key terms of the Underwriting Agreement is provided in Appendix D of the Investor Presentation.

The Underwriting Agreement contains certain customary:

conditions precedent (that must be satisfied or waived before the Lead Manager is obliged under the Underwriting Agreement to, among other things, underwrite the Retail Entitlement Offer); and
representations, warranties and indemnities in favour of the Lead Manager.

The Underwriting Agreement is subject to generally customary termination events (a summary of these is included in Appendix D of the Investor Presentation). If the Underwriting Agreement is terminated, the Retail Entitlement Offer may not proceed in its entirety.

The Lead Manager, subject to prior consultation with the Company, reserves the right, at any time, to appoint sub-underwriters in respect of any part of the Entitlement Offer.

The Lead Manager is entitled to be paid fees and expenses under the Underwriting Agreement, and receive certain indemnities. Any sub-underwriters appointed by the Lead Manager may be paid a fee determined by negotiation with the relevant sub-underwriter. Any sub-underwriter's fees in respect of the Entitlement Offer would be paid by the Lead Manager.

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4.11 Disclaimer of representations

Except as required by law, and only to the extent so required, none of Develop or any other person, warrants or guarantees the future performance of Develop or any return on any investment made pursuant to this Information Booklet.

4.12 Withdrawal or cancellation of the Retail Entitlement Offer

Develop reserves the right to withdraw or cancel all or part of the Retail Entitlement Offer at any time, subject to applicable laws, in which case Develop will refund Application Monies in relation to New Shares not already issued without interest.

To the fullest extent permitted by law, you agree that any Application Monies paid by you to Develop will not entitle you to any interest against Develop, and that any interest earned in respect of Application Monies will belong to Develop.

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5. GLOSSARY

ABN means Australian Business Number.

ACN means Australian Company Number.

Application Monies means the aggregate amount payable for the New Shares applied for through BPAY® or in a duly completed Entitlement and Acceptance Form, being the consideration for New Shares under the Retail Entitlement Offer.

ASIC means the Australian Securities and Investments Commission.

ASIC Instruments means both of ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84 and ASIC Corporations (Disregarding Technical Relief) Instrument 2016/73 .

ASX means ASX Limited ACN 008 624 691 or, where the context requires, the securities exchange operated by it on which Shares are quoted.

ASX Offer Announcements means the ASX announcements reproduced in section 3 of the Information Booklet, being the announcement to ASX on Thursday, 17 February 2022 in respect of the launch of the Entitlement Offer and Placement, the Investor Presentation and the announcement to ASX on Monday, 21 February 2022 of the successful completion of the Institutional Entitlement Offer and Placement.

Corporations Act means the Corporations Act 2001 (Cth).

Eligible Institutional Shareholder means institutional shareholders who were invited to participate in the Institutional Entitlement Offer (as determined by the Lead Manager in consultation with DEVELOP) provided that any Eligible Institutional Shareholder must be an Institutional Investor.

Eligible Retail Shareholders has the meaning given in section 1.3 of the Information Booklet.

Eligible Shareholders means all Eligible Institutional Shareholders and all Eligible Retail Shareholders.

Entitlement means the number of New Shares for which an Eligible Shareholder is entitled to subscribe under the Entitlement Offer, being 1 New Share for every 18.6 Shares held at 7.00pm (Sydney time) on the Record Date.

Entitlement and Acceptance Form means the personalised form accompanying this Information Booklet to be used to make an application in accordance with the instructions set out on that form.

Entitlement Offer means the accelerated non-renounceable pro rata entitlement offer of 1 New Share for every 18.6 Shares held at 7.00pm (Sydney time) on the Record Date.

Entitlement Offer Information Line means the information line operated in relation to the Retail Entitlement Offer, which can be contacted by dialling 1300 420 709 (within Australia) or +61 1300 420 709 (outside Australia) at any time between 8:30 am and 5:00 pm (Sydney time) on Monday to Friday (excluding public holidays) during the Retail Entitlement Offer period.

Equity Raising means the Entitlement Offer and the Placement, and Offer has the same meaning.

Government Agency means any governmental, semi-governmental, administrative, judicial or quasi-judicial body, department, commission, authority, tribunal, agency or entity.

GST means goods and services taxation, as defined in the GST Act.

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Ineligible Institutional Shareholder means each holder of Shares (or beneficial owner of Shares) at at 7.00 pm (Sydney time) on the Record Date, who is an Institutional Investor and who has a registered address outside the Permitted Jurisdictions, provided that:

(a) any such holder of Shares that is in the United States and any such holder of Shares who holds Shares for the account or benefit of a person in the United States (to the extent that the holder holds the Shares for the account or benefit of that person in the United States) is an Ineligible Institutional Shareholder; and
(b) any such holder of Shares who holds Shares for the account or benefit of a person outside the Permitted Jurisdictions (to the extent that the holder holders the Shares for the account or benefit of that person other than on behalf of an Institutional Investor in a Permitted Jurisdiction) is an Ineligible Institutional Shareholder.

Ineligible Retail Shareholders has the meaning given in section 1.8 of this Information Booklet.

Information Booklet means this information booklet in relation to the Retail Entitlement Offer, including the ASX Offer Announcements reproduced in section 3 of, and the personalised Entitlement and Acceptance Form accompanying, this information booklet.

Institutional Entitlement Offer means the accelerated non-renounceable pro rata entitlement offer made to Eligible Institutional Shareholders and successfully completed on Wednesday, 11 November 2020.

Institutional Investor means an institutional or professional investor to whom offers for the issue of New Shares may lawfully be made in a Permitted Jurisdiction without the need for a prospectus, disclosure document or any other lodgement (disregarding the operation of sections 708A and 708AA of the Corporations Act), registration or approval with or by a Government Agency (other than one with which Develop is willing to comply, such as in Canada, where a notice reporting any sales of securities must be filed with the relevant provincial securities regulator), and in particular:

(a) if in Canada (British Columbia, and Ontario provinces only) , it (and any such person) is an "accredited investor" as defined in National Instrument 45-106 – Prospectus Exemptions ("NI 45-106") and a “permitted client” (as defined in National Instrument 31103 – Registration Requirements, Exemptions and Ongoing Obligations);
(b) if in China , it (and any such person) is (i) a "qualified domestic institutional investor" as approved by a relevant PRC regulatory authority to invest in overseas capital markets; (ii) a sovereign wealth fund or quasi-government investment fund that has the authorization to make overseas investments; or (iii) another type of qualified investor that has obtained all necessary PRC governmental approvals, registrations and/or filings (whether statutorily or otherwise);
(c) if in Hong Kong , it (and any such person) is a "professional investor" as defined under the Securities and Futures Ordinance of Hong Kong, Chapter 571 of the Laws of Hong Kong;
(d) if in Singapore , it (and any such person) is an "institutional investor" or an "accredited investor" (as such terms are defined in the Securities and Futures Act 2001 of Singapore ("SFA"));
(e) if in Switzerland , it (and any such person) is a "professional client" within the meaning of article 4(3) of the Swiss Financial Services Act ("FinSA") or have validly elected to be treated as a professional client pursuant to article 5(1) of the FinSA; or
(f) if in the United Kingdom , it (and any such person) is a "qualified investor" within the meaning of Article 2(e) of the UK Prospectus Regulation; and within the categories of persons referred to in Article 19(5) (investment professionals) or Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended.

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Investor Presentation means the Investor Presentation released to ASX by Develop on Thursday, 17 February 2022 and reproduced in section 3 of this Information Booklet .

Lead Manager means Canaccord Genuity (Australia) Limited (ABN 19 075 071 466).

Listing Rules means the official listing rules of the ASX.

New Shares means the fully paid ordinary shares in Develop to be offered under the Entitlement Offer and Placement (as applicable).

Offer Price means $3.30, being the price payable per New Share under the Entitlement Offer.

Permitted Jurisdictions means:

(a) Australia, New Zealand, Singapore, Hong Kong, the Peoples' Republic of China, Canada, United Kingdom, and Switzerland; and
(b) and any other jurisdictions as agreed between Develop and the Lead Manager..

Record Date means Monday, 21 February 2022, being the record date for determining Eligible Shareholders' entitlement to participate in the Entitlement Offer (including in the Retail Entitlement Offer).

Record Time means 7.00pm (Sydney time) on the Record Date.

Registry means Link Market Services Limited.

Retail Entitlement Offer means the accelerated non-renounceable pro rata entitlement offer of 1 New Share for every 18.6 Shares held at 7.00pm (Sydney time) on the Record Date at an Offer Price of $3.30 made to Eligible Retail Shareholders.

Share means a fully paid ordinary share in Develop.

Shareholder means a holder of a Share.

U.S. Securities Act means the U.S. Securities Act of 1933 (as amended).

Underwriting Agreement means the underwriting agreement between Develop and the Lead Manager under which the Lead Manager has agreed to lead manage and underwrite the Equity Raising.

AUS\BCTS\68250295

CORPORATE DIRECTORY

DEVELOP GLOBAL LIMITED ACN 122 180 205

REGISTERED OFFICE

Level 2, 91 Havelock Street West Perth WA 6005 Australia

REGISTRY

Link Market Services Limited GPO Box 3560 Sydney, NSW 2001 Australia

WEBSITE

www.develop.com.au

ENTITLEMENT OFFER WEBSITE

https://events.miraqle.com/ dvp-offer

ENTITLEMENT OFFER INFORMATION LINE

Australia: 1300 420 709 International: +61 1300 420 709

Open between 8:30 am and 5:00 pm (Sydney time) on Monday to Friday (excluding public holidays) during the Retail Entitlement Offer period.

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DEVELOP GLOBAL LIMITED — Regulatory Filings 2022

64801_rns_2022-02-23_52c750da-f79f-4453-abcb-fc1ea0aee99a.pdf