DEVELOP GLOBAL LIMITED — Capital/Financing Update 2023

Jul 2, 2023

3 July 2023

ASX Market Announcements Office ASX Compliance Pty Ltd Level 40, Central Park 152-158 St Georges Terrace Perth WA 6000

Notice under section 708AA(2)(f) of the Corporations Act 2001 (Cth)

Develop Global Limited (ABN 28 122 180 205) (ASX: DVP) ( Develop or the Company ) hereby provides notice under section 708AA(2)(f) of the Corporations Act 2001 (Cth) ( Act ) as modified by Australian Securities and Investments Commission ( ASIC ) Corporations (Non-Traditional Rights Issues) Instrument 2016/84 ( Instrument 2016/84 ) and ASIC Corporations (Disregarding Technical Relief) Instrument 2016/73 ( ASIC Instrument 2016/73 ).

Where applicable, references in this notice to sections of the Act are to those sections as modified by Instrument 2016/84 and Instrument 2016/73.

Develop announced on 3 July 2023 a capital raising via:

• (a) a fully underwritten institutional placement to certain sophisticated and institutional shareholders ( Placement ) under Develop’s ASX Listing Rule 7.1 capacity; and

• (b) a fully underwritten accelerated non-renounceable pro rata entitlement offer ( Entitlement Offer ) of 1 new fully paid ordinary shares in Develop ( Entitlement Shares ) for every 29 fully paid ordinary shares in Develop held as at 5:00pm (AEST) on 5 July 2023 to eligible shareholders with a registered address in Australia, New Zealand and any other permitted jurisdiction nominated by the underwriters and agreed by the Company ( Eligible Shareholders ); and

A Retail Offer Booklet for the Entitlement Offer is expected to be dispatched to eligible retail shareholders on 10 July 2023.

Develop advises that:

• (a) the Entitlement Shares will be offered for issue without disclosure to investors under Part 6D.2 of the Act;

• (b) this notice is being given under section 708AA(2)(f) of the Act as modified;

• (c) as at the date of this notice, Develop has complied with:

  • (i) the provisions of Chapter 2M of the Act as they apply to Develop; and

  • (ii) sections 674 and 674A of the Act as they apply to Develop;

• (d) as at the date of this notice, there is no ‘excluded information’ of the type referred to in section 708AA(8) or section 708AA(9) of the Act that is required to be set out in this notice under section 708AA(7) of the Act;

• (e) the potential effect of the issue of Entitlement Shares pursuant to the Entitlement Offer on the control of Develop and the consequences of that effect, will depend on a number of factors, including existing shareholdings and the extent to which eligible shareholders take up their entitlements;

• (f) the potential effect on control is summarised below:

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• (i) based on substantial holding notices that have been given to Develop and lodged with ASX on or before the date of this notice, the current substantial shareholders of Develop as at the date of this notice are:

Substantial shareholder	Shareholding	Shareholding %
Mr William James Beament	35,116,024	19.62
Mineral Resources Limited	23,266,077	12.87
BlackRock Group	10,014,335	6.18

• (ii) if all Eligible Shareholders take up their full entitlement under the Entitlement Offer, they will maintain their existing percentage interest in the total issued share capital of Develop. In these circumstances, the Entitlement Offer will have no significant effect on the control of the Company;

• (iii) the Entitlement Offer and the Placement is fully underwritten by Canaccord Genuity (Australia) Limited (ACN 075 071 466) ( Underwriter ) pursuant to an underwriting agreement between the Underwriter and Develop. In the event there is a shortfall under the Entitlement Offer, those shortfall shares will be subscribed for by the Underwriter;

• (iv) to the extent that an Eligible Shareholder does not take up their entitlements under the Entitlement Offer, that Eligible Shareholder’s percentage holding in Develop shares will be diluted by the issue of the Entitlement Shares under the Entitlement Offer. The extent of dilution will depend on the extent to which Eligible Shareholders take up their entitlement;

• (v) the proportional interests of Develop shareholders who are not Eligible Shareholders will be diluted because such shareholders are not entitled to participate in the Entitlement Offer; and

• (vi) so far as Develop is aware, no shareholder will, as a result of the Entitlement Offer, increase its voting power from below 20% to above a 20% interest in Develop and the issue of Entitlement Shares is not expected to have any material effect or consequence on the control of Develop.

This announcement was authorised for lodgement by the Board of Develop.

Ends

For further information, please contact:

Investor Enquiries

Bill Beament Develop T: +61 8 6389 7400 E: hello@develop.com.au

Media Enquiries

Paul Armstrong Read Corporate P: +61 8 9388 1474 E: info@readcorporate.com.au

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