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BUSINESS PLATFORM BUILT TIME TO SUPERCHARGE THE GROWTH EQUITY RAISING PRESENTATION – JUNE 2025 ASX: DVP • ENERGY TRANSITION METALS OWNERSHIP • UNDERGROUND MINING SERVICES NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES For personal use only
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DISCLAIMER TIME TO ACCELERATE GROWTH Important notices You are advised to read the following carefully before making any use of the information contained in this presentation. This presentation is dated 25 June 2025 (“Presentation”) and has been prepared by Develop Global Limited (ABN 28 122 180 205) (ASX: DVP) (“ Company” or “Develop”) in relation to its offer of fully paid ordinary shares in Develop (“New Shares”) to certain strategic investors, institutions and other sophisticated and professional investors under a non -underwritten placement pursuant to section 708 of the Corporations Act 2001 (Cth) (“Corporations Act”) targeting to raise up to approximately A$180 million (before costs) (the “ Offer”). The Offer is not underwritten and there is no guarantee that the amount sought will be raised. By accepting this Presentation, you represent and warrant that you are entitled to receive this Presentation in accordance wi th the restrictions, and agree to be bound by the limitations, contained within it. This Presentation contains aspirational statements which are not Production Targets. Develop does not yet have reasonable gro unds to believe that the proposed mine life can be achieved, as this will depend on a number of factors including exploration success, mineral resource and ore reserve definition and the outcome of further feasibility wor k This Presentation has been authorised for release to ASX by the Board of Directors of the Company (“ Board”). Summary information The material contained in this Presentation is a summary and for information purposes only. This Presentation is general in nature and does not purport to contain all of the information that an investor may require in evaluating a possible investment in Develop. Nor does it contain all the info rmation which would be required in a disclosure document or prospectus prepared in accordance with the requirements of the Corporations Act . It has been prepared by Develop with due care but no representation or warranty, express or implied, is provided in relation to the accuracy, reliability, fairness or completeness of the information, opinio ns or conclusions in this Presentation by Develop or any other party involved in its preparation, except to the extent required by law. Reliance should not be placed on information or opinions contained in this Presentation and Develop does not have any obligat ion to finalise, correct or update the content of this Presentation. Certain data used in this Presentation may have been obtained from research, surveys or studies conducted by third parties, including industry or general publications. To the maximum extent permitted by law, Develop is not responsible for updating, nor undertakes to update, this Presentation. It should be read in conjunction with Develop’s other periodic and continuous disclosure announcements lodged with the ASX, which are available at www.asx.com.au or at www.develop.com.au. Not an offer This Presentation is not an offer or invitation for subscription or purchase of, or a recommendation in relation to, securiti es in Develop and neither this Presentation nor anything contained in it shall form the basis of any contract or commitment. This Presentation is not a prospectus, product disclosure statement or other offering document un der Australian law or any other law and will not be lodged with the Australian Securities and Investments Commission. This Presentation may not be released to US wire services or distributed in the United States. This Presentation does not con stitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or any other jurisdiction in which such an offer would be unlawful. The New Shares being offered and sold under the Pl acement have not been, and will not be, registered under the U.S. Securities Act of 1933 (“U.S. Securities Act”) or the securities laws of any State or other jurisdiction of the United States. The New Shares under the Offer may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable U.S. state securities la ws. 2 For personal use only
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TIME TO ACCELERATE GROWTH Not an Offer (Cont.) The distribution of this Presentation (including an electronic copy) in the United States and elsewhere outside Australia is restricted by law. If you come into possession of this presentation, you should observe such restrictions. Any non-compliance with these restrictions may contravene applicable securities laws. Refer to the “International Offer Restrictions” section of this Presentation for more information. Not financial product advice This Presentation, and the information provided in it, does not constitute, and is not intended to constitute, financial prod uct or investment advice, financial, legal, tax accounting or other advice, or a recommendation to acquire New Shares (or any other securities) of Develop and does not and will not form any part of any contract for the ac quisition of New Shares being offered under the Placement. It has been prepared without taking into account the objectives, financial or tax situation or particular needs of any individual. Before making an investment decision, prospective investors should consider the appropriateness of the inf ormation having regard to their own objectives, financial and tax situation and needs and seek professional advice from their legal, f inancial, taxation or other independent adviser (having regard to the requirements of all relevant jurisdictions). Develop is not licensed to provide financial product advice in respect of an investment in New Share s. Cooling off rights do not apply to the acquisition of New Shares under the Offer. Past performance Past performance metrics and figures (including past share price performance of Develop), as well as any historic or pro form a financial information, that is included in this Presentation are provided for illustrative purposes only and should not be relied upon as (and is not) an indication of Develop’s views, or that of any other party invo lved in its preparation, on Develop’s future financial performance or condition or prospects. Investors should note that past performance of Develop, including in relation to the historical trading price of Develop’s sh ares, mineral resources and ore reserves, costs and other historical financial information cannot be relied upon as an indicator of (and provides no guidance, assurance or guarantee as to) future performance, includi ng the future trading price of New Shares offered and sold under the Offer. The historical information included in this Presentation is, or is based on, information that has previously been released to the market. Forward-looking statements and forecasts This Presentation may include forward-looking statements. Forward-looking statements include those containing such words as anti cipate, estimates, forecasts, should, will, expects, plans or similar expressions. There can be no assurance that actual outcomes will not differ materially from these forward -looking statements. You are caution ed not to place undue reliance on forward-looking statements. Any such statements, opinions and estimates in this Presentation speak only as of the date of this Presentation, are preliminary views and are bas ed on assumptions and contingencies subject to change without notice, as are statements about market and industry trends, projections, guidance and estimates. Forward-looking statements are provided as a general guide only. Such forward -looking statements are not guarantees of future pe rformance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of Develop, and which could cause actual results or trends to d iffer materially from those expressed in this presentation. Actual results may vary from the information in this Presentation. Develop does not make, and this Presentation should not be relied upon as, any representation or warranty as to the accuracy, or reasonableness, of such statements or assumptions. Investors are cautioned not to place undue reliance on such statements. Develop undertakes no obligation to update publicly or release any revisions to these forward-looking statements, regardless of whether new information, future events or results or other factors affect the information contained in this Presentation. DISCLAIMER (CONT.) 3 For personal use only
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DISCLAIMER (CONT.) TIME TO ACCELERATE GROWTH Investment risk There are a number of risks specific to the Offer, Develop and of a general nature which may affect the future operating and financial performance of Develop and the value of an investment in Develop. An investment in New Shares is subject to known and unknown risks, some of which are beyond the control of Develop. Develop does not guarantee any particular rate of return or the performance of Develop. Refer to the “Risk Factors” section of this Presentation for more information. Financial data All dollar values are in Australian dollars ($ or A$) unless otherwise stated. Amounts, totals and change percentages are cal culated on whole numbers and not the rounded amounts presented. JORC Code It is a requirement of the ASX Listing Rules that the reporting of ore reserves and mineral resources in Australia comply wit h the Joint Ore Reserves Committee’s Australasian Code for Reporting of Mineral Resources and Ore Reserves (“JORC Code”). Investors outside Australia should note that while ore reserve and mineral resource estimates of Develop in this document comply with the JORC Code (such JORC Code -compliant ore reserves and mineral resources being “Ore Reserves” and “Mineral Resources” respectively), and may not comply with the re levant guidelines in other countries and, in particular, do not comply with (i) National Instrument 43-101 (Standards of Disclosure for Mineral Projects) of the Canadian Securities Administrators (the “Canadian NI 43 -101 Standards”); or (ii) Item 1300 of Regulation S -K, which governs disclosures of mineral reserves in registration statements filed with the SEC. Information contained in this document describing mineral dep osits may not be comparable to similar information made public by companies subject to the reporting and disclosure requirements of Canadian or US securities laws. Mineral Resources, Ore Reserves and Production Targets This Presentation contains estimates of Develop’s Mineral Resources and Ore Reserves and Production Targets. The information in this Presentation that relates to Develop’s Mineral Resources, Ore Reserves and Production Targets has been extracted from Develop’s previous ASX announcements set out in: • ‘Kangaroo Caves Resource Update' dated 22 Sep 2015 (Venturex Resources); • ‘Sulphur Springs Resource Update' dated 2 June 2023; • ‘Updated DFS - Sulphur Springs' dated 30 June 2023; • ‘Resource Upgrade Paves Way for Funding/Production Strategy’ dated 22 March 2024; • ‘Woodlawn Production Restart Study’ dated 3 April 2024; • ‘Updated Pioneer Dome Scoping Study’ dated 7 May 2024; and • ‘Woodlawn Funding and Valuation Update’ dated 2 August 2024, (together, “Original Announcements”). Copies of the Original Announcements are available at www.asx.com.au or www.develop.com.au. Develop confirms that it is not aware of any new information or data that materially affects the information included in the Original Announcements and, in relation to the estimates of Develop’s Mineral Resources and Ore Reserves, that all material assumptions and technical parameters underpinning the estimates in the announcements continue to apply and have not materially changed. In relation to Production Targets and forecast financial information derived from them, Develop confirms that all the material assumptions underpinning the Product ion Targets and forecast financial information derived from them continue to apply and have not materially changed. Develop confirms that the form and context in which the Competent Person’s findings are presente d have not been materially modified from those announcements. 4 For personal use only
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DISCLAIMER (CONT.) TIME TO ACCELERATE GROWTH Exploration Results The information in this Presentation that relates to exploration results has been extracted from Develop’s previous ASX annou ncement set out in: • 'Sulphur Springs Exploration Drilling Update' dated 17 December 2020. Develop confirms is not aware of any new information or data that materially affects the information included in that announc ement. No liability This Presentation has been prepared by Develop in good faith, based on information available to it, including information fro m third parties, and has not been independently verified. No representation or warranty is made as to the accuracy, completeness or reliability of the information. Neither Develop, Argonaut Securities Pty Ltd (“Argonaut”) or Aitken Mount Capital Partners Pty Ltd (“Aitken Mount”) (Argonaut and Aitken Mount, together, “the Joint Lead Managers”), nor their related bodies corporate and other affiliates, and their respective directors, officers, employees, associates, advisers and agents (“Limite d Group”) makes any representations or warranties in relation to the accuracy, completeness, timeliness, reliability or fairness of the information, statements, opinions, forecasts, reports or other matters, express or implied, contained in, arising out of or derived from, or for errors or misstatements (negligent or otherwise) in or omissions from, this document including, without limitation, any financial information, any estimates or pro jections and any other financial information derived therefrom, or takes any responsibility for any part of this document. The Joint Lead Managers have not authorised, permitted or caused the issue or lodgement, submission, dispatch or provision of this presentation and there is no statement in this document which is based on any statement made by the Joint Lead Managers any of member of their respective Limited Groups. To the maximum extent permitted b y law, each of Development, the Joint Lead Managers or their respective Limited Groups expressly disclaim any liability (including, without limitation, any liability arising out of fault or negligence on the part of any of them) for any loss whatsoever arising from the use of this document or its contents or otherwise arising in connection with it, and make no representations or warranties, express or implied, regarding, and tak e no responsibility for, any part of this presentation other than references to their name. Further, none of Develop, the Joint Lead Managers or their respective Limited Groups accept any fiduciary obligations to or r elation with any investor or potential investor in connection with the offer of the New Shares, or otherwise, and by accepting this presentation each recipient expressly disclaims any fiduciary relationship and ag rees that it is responsible for making its own independent judgements with respect to the New Shares referred to in this document, and any other transaction or other matter arising in connection with this presentati on. Statements in this presentation are made only as of the date of this document unless otherwise stated and the information in this document remains subject to change without notice. No responsibility or liability is assumed by Develop, the Joint Lead Managers or their respective Limited Groups for updating any information in this document or to inform any recipient of any new or more accurate information or any errors or mis -descriptions of which Develop, the Joint Lead Managers or their respective Limited Groups may b ecome aware. Statements made and information presented in this Presentation are made and presented only as at the date of this Presentatio n and is current as at the date of this Presentation (unless otherwise indicated). The information in this Presentation remains subject to change without notice. Develop reserves the right to withdraw the Offer o r vary the timetable for the Offer at any time before the issue of the relevant securities without notice. 5 For personal use only
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WE HAVE ESTABLISHED A GREAT PLATFORM TO BE THE PRE-EMINENT COPPER / BASE METALS COMPANY ON THE ASX WITH UNIQUE CAPABILITY TO DEVELOP AND UNLOCK OPPORTUNITIES 6 For personal use only
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✓ Our people are proven mine builders, operators and wealth creators ✓ Ramping up the Woodlawn Copper-Zinc Mine to nameplate 850Ktpa steady state run-rate delivering ~22Ktpa CuEq o Early mining data indicates potential to increase mining rate to 1.0Mtpa o Current mine plan based on 10 year mine life, but targeting increase in mine life to 15 years1 through in-mine Resource extension drilling o Investigating stages of production growth via mill expansions from 0.85Mtpa up to 1.35Mtpa, providing further growth ✓ Recognition of low-risk value creation opportunities at Woodlawn and a desire for simplified ownership means Develop has ceased the minority sell down of Woodlawn ✓ The June 2023 Definitive Feasibility Study for our Sulphur Springs Zinc-Copper project delivered ~30Ktpa CuEq production from UG only o Underground decline commencing Q3’CY25 down to 350m below surface (majority of Reserves & Resources in top 350m) o Accelerating the decline to the bottom of the known ore body significantly enhances future mine productivity, and importantly, establishes key exploration drill drive / platforms to rapidly grow the Sulphur Springs Resources and Reserves o Aggressive drill program once drill drive / platforms in place to target the growth of the Sulphur Spring mine plan from 8 years to 15 years1 ✓ Mining Services division currently generating ~$200m revenue (FY25e)2 with several opportunities identified to add new potential contracts in FY26 ✓ A$180 million equity raising enables Develop to accelerate the company’s growth opportunities by ~2 – 3 years1 and provide the flexibility to take advantage of compelling partnership opportunities across its mine ownership and mining services division The platform is set for Develop to establish itself as the pre-eminent copper / base metals company on ASX INVESTMENT HIGHLIGHTS (1) Refer to Importance Notices on Slide 2; (2) Based on year-to-date May revenue plus June forecast 7 For personal use only
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• The mines of the future will be underground • Demand for underground skills is soaring 01 Maximises performance of our own assets IS OUR PEOPLE 02 Provides scope to partner and joint venture with others 03 Help others deliver on their operational promises OUR FLAGSHIP ASSET: PEOPLE POWER CHANGE • Develop’s Executives have one of the largest networks of underground personnel in the Australian industry (+10,000) • Develop has built its world class underground capability • Current workforce of 600 personnel and rapidly growing • Filled all the required operational, technical and support teams roles at Woodlawn; ahead of schedule • The team is motivated, engaged and has momentum to grow • This skill base is our competitive advantage because: 8 For personal use only
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Woodlawn Cu/Zn Mine1 Project revenue – A$2.6b Free cashflow – A$1.1b Pre-tax NPV – A$728m Capex – A$56m Mine Life – 10 years Annual CuEq metal ~22kt Resource 11.3mt @ 4.1% CuEq Reserve 6.0mt @ 2.9% CuEq Fully permitted for operations Fully funded for production/cashflow DEVELOP COMPANY ASSETS ALL BUSINESS UNITS ARE LOCATED IN AUSTRALIA Sulphur Springs Zn/Cu1 Project revenue – A$2.9b Free cashflow – A$745m Pre-tax NPV – A$523m Capex - $A296m Mine Life – 8 years Annual CuEq metal ~30kt Resource 17.4Mt @ 5.8% Zn, 1.0% Cu & 21gpt Ag Reserve 8.8mt @ 1.1% Cu, 5.4% Zn & 21gpt Ag Fully Permitted for operations Mining Services FY24 Revenue A$147m FY25 Revenue ~A$200m2 Minimal capex verses revenue Numerous business opportunities identified and engagement has begun Pioneer Dome – Li1 Project revenue – A$2.2b Free cashflow – A$666m Pre-tax NPV – A$373m Capex – A$285m Mine Life – 7 years Annual Spod Con @ 5.5% – 200kt Resource 11.2mt @ 1.2% Li2O Numerous critical minerals (Beryllium and Caesium) on leases Fully Permitted for operations 1. All estimates based on published Feasibility Study or Scoping Study data – refer to announcements on the ASX platform for underlying assumptions 2. Based on year-to-date May revenue plus June forecast; future revenue subject to contracts in place 9 For personal use only
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FUNDING TO ACCELERATE GROWTH SOURCES & USES 10 Sulphur Springs - Early Commencement of Pre-production Capital Boxcut / underground establishment and associated infrastructure, develop the decline to 350m below surface (the bottom of known ore body), excavate a drill drive, establish site accommodation and complete final engineering for plant design Woodlawn - Accelerate Production Growth Options Further accelerate capital development, open more production areas, build the next dedicated drill drive and investigate mill expansion opportunities Significantly Grow Mine Lives Initiate Project DM15, aiming for 15-year mine lives1 at Woodlawn and Sulphur Springs. Expand Woodlawn ore body from a new drill drive and drill historic mines and other regional tenements. At Sulphur Springs expand known ore body from a new underground drill drive and drill other local targets including Kangaroo Caves Capital Flexibility to Pursue Growth & Partnership Opportunities Flexibility to take advantage of growth and partnership opportunities across our mine ownership and mining services division. Use the Company’s skills, capabilities and momentum to create significant value for our partners and shareholders Corporate and costs of the Offer Cover the cost of the Offer and corporate costs of the business Use of Funds2 A$m 1. Fast-track Sulphur Springs Pre-production Capital 80 2. Accelerate Woodlawn Production Profile 25 3. Significantly Grow Mine Lives 25 4. Capital Flexibility for Growth & Partnership Initiatives 40 5. Corporate and costs of the Offer 10 Total Use of Funds 180 1 2 3 4 5 1 2 3 4 5 Source of Funds A$m Placement proceeds 180 (1) Refer to Importance Notices on Slide 2; (2) The use of funds is indicative, and as with every budget, is subject to change and total amounts may be subject to rounding For personal use only
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COPPER/BASE METALS PEER COMPANIES SCARCITY OF QUALITY ASSETS DRIVING CONSOLIDATION AND INVESTOR SUPPORT DEVELOP’S VALUE CREATION Company Listing status Operational status Market capitalization1 (AUD) Enterprise value1 (AUD) Change in share price prior to announcement / latest (%)1 P / NAV1 (x) Date of announcement Acquiror Acquisition value (AUD) Offer premium to market cap 1 day prior to announcement Transaction P / NAV (x) 1m 3m 1 year Oz Minerals Delisted Production 6,333 7,023 0.2% (21.5%) (19.7%) Aug-22 BHP 10,156 60% 1.8x Sandfire Resources Trading Production 5,201 5,681 5.7% (1.6%) 29.0% MAC Copper Under T/O Production 1,288 1,512 6.6% (8.7%) (23.1%) May-25 Harmony Gold 1,582 23% 1.4x Adriatic Metals2 Under T/O Production 1,726 1,850 26.6% 13.1% 28.5% May-25 Dundee 1,800 4% 1.1x Trading Production 1,404 1,352 32.7% 58.1% 119.4% Marimaca Trading DFS 650 613 22.0% n.a. n.a. Aurelia Metals Trading Production 347 258 (32.8%) (19.6%) 13.9% Rex Minerals Delisted DFS 211 167 5.8% 25.0% 10.9% Jul-24 MACH Metals 412 95% 0.7x 29Metals Trading Production 343 353 72.4% 31.6% (37.5%) AIC Mines Trading Production 190 183 1.5% (21.4%) (28.3%) Aeris Resources Trading Production 155 190 (3.0%) (8.6%) (33.3%) New World Resources Under T/O DFS 99 73 33.3% 27.3% (33.3%) May-25 Cental Asia 197 99% 0.7x Xanadu Mines Under T/O Feasibility study and DEIA stage4 98 82 (15.0%) (1.9%) (26.1%) May-25 Bastion Mining 181 85% n.a. Average3 1.0x 61% 1.4x Trading data Transaction data 1.1x 1.1x 1.1x 1.1x 1.1x 0.4x 0.6x 0.3x 1.4x 0.5x 0.7x 0.3x n.a. 2 remaining ASX-listed copper / base metal companies >AUD1bn market cap 4 T/O announcement in May/Jun-25 FX rate of AUD/USD: 0.6466 Source: FactSet, Dealogic, Brokers reports, Company filings Note: 1. Market cap, EV, P/NAV and change in share price of listed peers based on data as of 20 Jun 2025, delisted and under T/O peers based on figures 1 day prior to transaction announcement (Oz Minerals: 6 Aug 2022 / MAC : 26 May 2025 / Adriatic : 12 Jun 2025 / Rex : 7 Jul 2024 / New World : 20 May 2025 / Xanadu : 17 May 2025) 2. Based on announcement on 19 May and 13 Jun, acquisition price of USD1.25bn represents a premium to market capitalization 1 day prior to announcement of 43% and 12% respectively 3. Acquisition value based on revised offer announced on 20 Jun 2025 (1st offer announced on 22 May 2025) 4. PFS completed, currently undergoing Mongolian Feasibility Study and DEIA 5. Average P / NAV based on production peers 11 For personal use only
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AVAILABLE, TAX LOSSES OF ~A$342M AT 30 JUNE 2024 (POTENTIAL TAX SHIELD OF A$103M) BUSINESS CAPITAL STRUCTURE - SIGNIFICANT VALUE CREATION IN ONLY 3 YEARS ASX STOCK CODE SUBSTANTIAL SHAREHOLDER BILL BEAMENT ~22% DVP OTHER KEY SHAREHOLDERS CHESTER ASSET MANAGEMENT ~5.0% BLACKROCK ~5.0% SHARE PRICE1 A$4.79 MARKET CAPITALISATION A$1.4B 288m shares on issue CASH2 A$50M A$104M in Project Debt3 Undrawn equipment financing of A$57.5m ENTERPRISE VALUE A$1.4B • Woodlawn Copper and Zinc Mine • Sulphur Springs Zinc and Copper Project • Pioneer Dome Lithium ORGANIC GROWTH PLATFORM SET, OPPORTUNITIES STAGE WELL UNDERWAY 1. Close as at 23 June 2025 2. Forecast cash as at 30 June 2025 (unaudited) 3. As at 31 May 2025, converted to AUD at 0.6458 AUD:1.00 USD 12 For personal use only
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WOODLAWN EXPANDING PRODUCTION; GROWING MINE LIFE 13 For personal use only
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WOODLAWN COPPER/ZINC MINE • Purchased the mine in May-22 for A$100M • Inherited ~A$340m of prior capital expenditure • Develop spent ~A$60m up till Sep-24 to de-risk the restart of operations • Substantial UG Resource of 11.3Mt at 4.1% CuEq; +55% increase since DVP ownership • UG Reserve of 6.0Mt at 2.9% CuEq; 94% increase • Updated the mine NPV to the ASX in Aug-24 • Mine expected to deliver ~22ktpa CuEq production • At current spot commodity prices, first 3 years of steady state production delivers significant free cashflow • NPV is based on a 10-year mine plan • Project recommencement is fully funded • Production and cashflow in the June quarter 2025 A QUALITY PROJECT FOR THE ENERGY REVOLUTION 14 Note: See Slide 30 for CuEq calculations For personal use only
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PROCESSING STATUS • Concentrator commissioning well advanced, now in ramp up phase • Saleable copper concentrate produced from the 1st day of processing • First copper parcel shipped to Trafigura and payment received • Achieving better copper concentrate grades than forecast • Saleable zinc and lead concentrates produced since polymetallic circuit commissioning • First zinc and lead parcels shipped to Trafigura and payment received • Commissioning on a 750ktpa run rate to ensure correct operating parameters are optimised before the ramp up phase • 185kt of commissioning ore treated to date, have achieved nameplate of 850ktpa and above throughput rates at times • Crushing upgrades successful and exceeding design performance • Commissioning stabilisation program well advanced with metal recoveries tracking well compared to forecasts • Peak recoveries (in a 24-hour period) for all metal concentrates indicates successful commissioning parameters are being achieved; Copper 85%, Zinc 84% and Lead/Precious 65% A QUALITY PROJECT FOR THE ENERGY REVOLUTION 15 20 day moving average of metal recovery from Woodlawn processing plant from start of commissioning Milled Ore Tonnes FY25: Forecast vs Actual For personal use only
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UNDERGROUND MINING PROGRESS • All personnel, equipment and major infrastructure is on site to execute the underground mining plan • Primary ventilation, pumping and power systems have been installed • Full underground development works commenced in Jan-25 • Monthly development rates for a single jumbo well above the restart schedule of 330m (Average of 470m per month for Jan-25 to May-25); June projection on track for 445m development • Capital development for first 3 years of ore production has been completed • Significant spatial separation from operating and capital activities underground • Stope ore production commenced in Feb-25, first 3 stopes completed with excellent extraction results to date • Loader and drill automation for production activities currently being utilised • Paste fill infrastructure has been installed and commissioning well underway • Ore mined to date is 180kt, predominantly from development tonnes • Ramp up to +800ktpa of ore is on track for the Dec-25 quarter; June projection on track for 40,000 mined ore tonnes A QUALITY PROJECT FOR THE ENERGY REVOLUTION 16 For personal use only
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WOODLAWN – PRODUCTION GROWTH OPTIONS • Investigate stages of production growth via mill expansion scenarios from 0.85Mtpa up to 1.35Mtpa • Utilise two jumbos to accelerate capital development and access more production areas ($20m from the use of funds) • Deswik scheduling suggests the mine has the capability to do 1Mt per annum of ore production1 • Evaluate near in-mine additional ore sources; There is 3.9Mt of remnant material to review • Remnant material is excluded from the reported Resource estimate and current life of mine plan • Mining/milling strategy for selected ore types leading to an increase in metal recoveries1 • Satellite operations contribution – Historical mines nearby (<10km). Targeting potential for 0.25- 0.35Mt per annum of additional mill feed1 A QUALITY PROJECT FOR THE ENERGY REVOLUTION 17 (1) Refer to Importance Notices on Slide 2For personal use only
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WOODLAWN – ACCELERATE GROWTH • Project "DM15"; Targeting 15-year mine life1 • Woodlawn is significantly under-explored relative to other similar Tier-1 VMS Projects • Resources and Reserves are currently contained within ~900m from surface • Limited drilling completed outside the mine workings, due to limitations from surface and underground drilling positions • Multiple lenses remain open on margins, along strike and down-plunge • Under Develop ownership ore-body definition and knowledge has increased substantially • Extensive underground drilling program +50km planned to facilitate significant growth • Recent track record of highly efficient growth at extremely low discovery costs A QUALITY PROJECT FOR THE ENERGY REVOLUTION 18 (1) Refer to Importance Notices on Slide 2For personal use only
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WOODLAWN – NEAR MINE GROWTH • Exceptional regional exploration tenement package (1,100km2) within highly prospective Lachlan Fold Belt of NSW • Includes two nearby historical mines (<10km). Targeting potential for 0.25-0.35Mt per annum of additional mill feed1 1. Currawang • High-grade VMS, underground production in early 1990's was 0.5Mt @ 1.5% Cu, 2.2% Pb, 13.0% Zn & 33gpt Ag2 2. Cowley Hills • Precious rich VMS, underground production in 1990’s was 35Kt @ 1.8% Cu, 2.9% Pb, 4.7% Zn, 118gpt Ag & 1.9gpt Au2 • Limited modern exploration and drilling completed in the past 30 years, numerous drill-ready targets • Additional satellite projects at Peelwood and Captains Flat A QUALITY PROJECT FOR THE ENERGY REVOLUTION 19 (1) Refer to Importance Notices on Slide 2 (2) Currawang and Cowley Hills data on based on internal (Denehurst) historic production reports For personal use only
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SULPHUR SPRINGS ACCELERATING DEVELOPMENT 20 For personal use only
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RESTRICTED • High-grade Zinc and Copper Development Project located in a Tier 1 mining district of Western Australia • Project Resource of 17.4Mt @ 5.8% Zn, 1.0% Cu & 21gpt Ag (Includes Sulphur Springs and Kangaroo Caves) • Project Reserves of 8.8Mt @ 5.4% Zn, 1.1% Cu & 21gpt Ag (Includes only Sulphur Springs) • All major regulator project approvals are granted • No offtake agreement for copper and only a limited amount of zinc is subject to a legacy offtakeafter year 5 • Jun-23 Definitive Feasibility Study "DFS" delivered a pre-tax NPV of A$523M. Based on a mine life of 8 years, 1.25Mt per annum mine, ~30ktpa CuEq production and upfront capital requirement of A$296M • Jun-23 DFS changed the mine plan to underground mining only, simplifying the execution and metallurgy • Consensus commodity prices are substantially higher since the Jun-23 DFS was released and smelter/refining costs are significantly lower • Further opportunities to add value through increasing plant capacity and exploration • Kangaroo Caves underground and Sulphur Springs open pit were not included in the DFS • Site access and box-cut construction commenced in the Jun-25 quarter. Underground decline development to be accelerated and will commence in the Sep-25 quarter (previously Dec-25 quarter) • Updated mine plan assuming bottom-up mining productivities and DFS numbers are due in the Dec-25 quarter. This bottom-up’ mining approach was successfully executed at Woodlawn and has the potential to increase mining efficiency, reduce risks, lower costs and significantly increase the Sulphur Springs’ NPV • This accelerated process also enables Develop to significantly de-risk the project construction and funding requirements and will pave the way for funding and a Final Investment Decision (FID) ACCELERATE SULPHUR SPRINGS ZINC-COPPER PROJECT A QUALITY PROJECT FOR THE ENERGY REVOLUTION 21 For personal use only
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A QUALITY PROJECT FOR THE ENERGY REVOLUTION 22 SULPHUR SPRINGS – ACCELERATE GROWTH • Project "DM15"; Is designed to accelerate mine life extensions. Targeting 15-year life1 • Sulphur Springs Resource contains; 13.8Mt @ 1.1% Cu, 5.7% Zn & 22.5gpt Ag • Majority of Sulphur's Resources and Reserves are contained within the first 350m vertically • Mineralisation remains open on the margins, along strike and down-plunge • Decline will be pushed down to 350m below the surface. This will enable a dedicated underground drill drive to be excavated • Underground drill drive has been designed to facilitate significant organic growth via +50km resource extension and exploration drilling • Multiple untested targets throughout project that are drill ready • Accelerating the decline to the bottom of the known orebody enables a significant lift in mining productivities (1) Refer to Importance Notices on Slide 2For personal use only
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A QUALITY PROJECT FOR THE ENERGY REVOLUTION 23 SULPHUR SPRINGS – REGIONAL GROWTH • Project currently hosts 17.4Mt of high-grade VMS base metal endowment within an under-explored but highly prospective belt • The Project hosts a satellite deposit Kangaroo Caves located less than 6km from the Sulphur Springs development project • Kangaroo Caves Resource contains; 3.6Mt @ 0.8% Cu, 6.0% Zn & 15gpt Ag • This resource was not included in the Jun-23 DFS; potential to add significant metal (200kt Zn & 30kt Cu) into the inventory • Mineralisation remains open on the margins, along strike and down plunge • Drilling will be undertaken to infill and grow Resources, potential to be included in mine plan • Additional 27km highly prospective Panorama trend, strong potential for additional discoveries, including at Breakers: BKR005: 18m @ 7.7% Zn, 2.0% Pb, 0.3% Cu & 24g/t Ag BKR013: 20m @ 8.5% Zn, 0.3% Cu, 0.7% Pb & 16g/t Ag For personal use only
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CAPITAL RAISING OVERVIEW ACCELERATING GROWTH ACROSS THE BUSINESS 24 For personal use only
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Offer structure and size • Institutional placement of 40.0 million fully paid ordinary shares (New Shares) to raise approximately A$180.0 million (Placement or Offer) • The Placement represents approximately 14% of existing Develop shares on issue and will utilise Develop’s available placement capacity under Listing Rule 7.1 • The Placement is not underwritten Offer price • Offer price of $4.50 per share, represents a: o 6.1% discount to the last closing price of A$4.79 per share on 23 June 2025 o 6.2% discount to the 5-day VWAP of A$4.80 per share up to and including 23 June 2025 Use of proceeds • Placement proceeds to be used for (refer to Slide 10 for more details): o Sulphur Springs - early commencement of pre-production capital o Woodlawn - accelerate production growth options o Significantly grow mine lives o Capital flexibility for growth & partnership initiatives o Corporate and costs of the Offer Ranking • New Shares will rank equally with existing fully paid ordinary Develop shares from the date of issue Broker syndicate • Argonaut Securities Pty Ltd and Aitken Mount Capital Partners Pty Ltd are acting as Joint Lead Managers and Joint Bookrunners to the Placement CAPITAL RAISING OVERVIEW TIME TO ACCELERATE GROWTH A$180.0 million institutional placement to accelerate growth across the business 25 For personal use only
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INDICATIVE TIMETABLE TIME TO ACCELERATE GROWTH Event Date Announcement of Placement, trading halt lifted and recommencement of trading Wednesday, 25th June 2025 Settlement of New Shares under the Placement Wednesday, 2nd July 2025 Allotment, quotation and trading of New Shares under the Placement Thursday, 3rd July 2025 The timetable is indicative only and remains subject to change at the Company’s discretion, subject to compliance with the Corporations Act 2001 (Cth), the ASX Listing Rules and any other applicable laws. The quotation of New Shares is subject to confirmation from the ASX. 26 For personal use only
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PRO FORMA CAPITAL STRUCTURE TIME TO ACCELERATE GROWTH Capital Structure (A$) Current (Pre-Raise) Pro-Forma (Post-Raise) Shares on issue (DVP.ASX) 288m 328m Share price / Offer price1 $4.79 $4.50 Market capitalisation (23 June 25) $1.4bn $1.5bn Cash2 $50m $230m Project debt3 $104m $104m Enterprise value $1.4bn $1.4bn 1. Close as at 23 June 2025 2. Forecast cash as at 30 June 2025 (unaudited); Placement proceeds before costs 3. As at 31 May 2025, converted to AUD at 0.6458 AUD:1.00 USD; Project debt excludes ~$48m in asset backed hire purchase loans 27 For personal use only
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RESOURCE & RESERVE TABLES 28 For personal use only
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RESOURCES TABLES PATHWAY TO CASHFLOW Notes - The Mineral Resources Estimates are reported in accordance with the guidelines of the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code). The estimates are reported at 30 June 2024. - Mineral Resource figures are reported using cut-off grades (Li2O%) or NSR calculation best suited to each deposit. - Tonnages are dry metric tonnes. Minor discrepancies may occur due to rounding. The information contained in the this announcement and the above tables references the following ASX announcements: - ‘Updated Pioneer Dome Scoping Study’ dated 7 May 2024 - ‘Woodlawn Production Restart Study’ dated 3 April 2024 - ‘Resource Upgrade Paves Way for Funding/Production Strategy’ dated 22 March 2024 - ‘Updated DFS - Sulphur Springs' dated 30 June 2023 - ‘Sulphur Springs Resource Update' dated 2 June 2023 - ‘Kangaroo Caves Resource Update’ dated 22 September 2015 (Venturex Resources) - ‘Woodlawn Funding and Valuation Update’ dated 2 August 2024 SULPHUR SPRINGS PROJECT SULPHUR SPRINGS Resource Category Tonnes (Mt) Cu % Pb % Zn % Ag gpt Au gpt Indicated 12.4 1.2 0.3 5.6 21.8 0.1 Inferred 1.4 0.2 0.5 6.4 38.4 0.2 TOTAL 13.8 1.1 0.3 5.7 23.5 0.2 KANGAROO CAVES Resource Category Tonnes (Mt) Cu % Pb % Zn % Ag g/t Au g/t Indicated 2.3 0.9 0.3 5.7 13.6 0.0 Inferred 1.3 0.5 0.4 6.5 18.0 0.0 Total 3.6 0.8 0.3 6.0 15.0 0.0 WOODLAWN WOODLAWN Resource Category Tonnes (Mt) Cu % Pb % Zn % Ag g/t Au g/t Measured 1.3 2.1 1.6 5.2 47.7 0.9 Indicated 6.8 1.8 1.7 4.7 34.6 0.4 Inferred 3.1 1.6 3.3 8.5 70.0 0.5 Total 11.3 1.8 2.1 5.8 46.0 0.5 Base Metals TOTAL Resource Category Tonnes (Mt) Cu % Pb % Zn % Ag g/t Au g/t Measured 1.3 2.1 1.9 4.3 100 1.4 Indicated 21.5 1.4 0.8 5.3 25.8 0.2 Inferred 5.8 0.8 1.6 7.2 48.3 0.3 Total 28.7 1.3 1.0 5.8 31.2 0.3 PIONEER DOME DOME NORTH Cade, Davy & Heller Resource Category Tonnes (Mt) Li2O% Ta2O5 ppm Fe2O3% Indicated 8.6 1.23 55 0.46 Inferred 2.6 0.92 62 0.55 Total 11.2 1.16 57 0.48 BASE METALS LITHIUM-TANTALUM 29 For personal use only
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ORE RESERVES TABLES PATHWAY TO CASHFLOW Notes - The Ore Reserves Estimates are reported in accordance with the guidelines of the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code). The estimates are reported at 30 June 2024. - Ore Reserve figures are reported using cut-off grades (Li2O%) or NSR calculation best suited to each deposit. - Tonnages are dry metric tonnes. Minor discrepancies may occur due to rounding. - The copper equivalent grades are based on copper, lead, zinc, silver and gold prices of Cu: US$8,875/t, Pb: US$2,050/t, Zn: US$3,071/t, Ag: US$31/oz and Au: US$2,640/oz, with metallurgical metal recoveries of 85% Zn, 67% Pb, 75% Cu, 50 % Au and 90% Ag at Woodlawn and recoveries of 94% Zn, 0% Pb, 87% Cu, 0 % Au and 46% Ag at Sulphur Springs. Recoveries are supported by historic recoveries and/or metallurgical test work undertaken. - The copper equivalent calculation is as follows: Cu Eq = Cu grade% *Cu recovery + ((Pb grade % * Pb recovery % * (Pb price $/t/ Cu price$/t)) + (Zn grade % *Zn recovery% * (Zn price $/t/ Cu price $/t)) + (Ag grade g/t /31.103 *100* Ag recovery % * (Ag price $/oz/ Cu price $/t)) + (Au grade g/t /31.103 * 100*Ag recovery % * (Au price $/oz/ Cu price $/t)). It is the opinion of Develop Global and the Competent Person that all elements and products included in the metal equivalent formula have a reasonable potential to be recovered and sold. The information contained in this announcement and the above tables references the following ASX announcements: - ‘Woodlawn Production Restart Study’ dated 3 April 2024 - ‘Updated DFS - Sulphur Springs' dated 30 June 2023 BASE METALS SULPHUR SPRINGS SULPHUR SPRINGS Ore Reserve Estimate Ore (Mt) Cu % Pb % Zn % Ag gpt Au gpt UG Proved - - - - - - UG Probable 8.8 1.1 0.2 5.4 20.6 0.1 UG Total 8.8 1.1 0.2 5.4 20.6 0.1 WOODLAWN WOODLAWN Ore Reserve Estimate Ore (Mt) Cu % Pb % Zn % Ag gpt Ag gpt UG Proved 1.2 1.7 1.4 4.5 37.1 0.7 UG Probable 4.8 1.4 1.3 3.4 27 0.4 UG Total 6.0 1.5 1.3 3.6 29 0.4 30 For personal use only
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INTERNATIONAL OFFER RESTRICTIONS 31 For personal use only
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INTERNATIONAL OFFER RESTRICTIONS This Presentation does not constitute an offer of New Shares in any jurisdiction in which it would be unlawful. In particular, this Presentation may not be distributed to any person, and the New Shares may not be offered or sold, in any country outside Australia except to the extent permitted below. Brazil The New Shares have not been, and will not be, registered with the Brazilian Securities and Exchange Commission ( Comissão de Valores Mobiliários or CVM) or any other authority in Brazil and may not be offered or sold, directly or indirectly, to the public in Brazil. This Presentation and any other document relating to an off er of New Shares may not be distributed in Brazil except to “professional investors” (within the meaning of Resolution 160 of the CVM) or otherwise in compliance with Brazilian law. This Presentation has not been approved by any Brazilian regulatory authority and does not constitute an offer to sell, or a solicitation of any offer to buy, any securities to the public in Brazil. The Company’s ordinary shares are not listed on any stock exchange, over -the-counter market or electronic system of securities t rading in Brazil. Canada (British Columbia and Ontario provinces) This Presentation constitutes an offering of New Shares only in the Provinces of British Columbia and Ontario (the “Provinces ”), only to persons to whom New Shares may be lawfully distributed in the Provinces, and only by persons permitted to sell such securities. This Presentation is not a prospectus, an advertisement or a public offering of securities in the Provinces. This Presentation may only be distributed in the Provinces to persons who are (i) “accredited investors” (as defined in National Instrument 45 -106 – Prospectus Exemptions) and (ii) “permitted clients” (as defined in National Instrument 31 - 103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations). No securities commission or authority in the Provinces has reviewed or in any way passed upon this Presentation, the merits o f the New Shares or the offering of the New Shares and any representation to the contrary is an offence. No prospectus has been, or will be, filed in the Provinces with respect to the offering of New Shares or the resale of such s ecurities. Any person in the Provinces lawfully participating in the offer will not receive the information, legal rights or protections that would be afforded had a prospectus been filed and receipted by the securities regulator in the applicable Province. Furthermore, any resale of the New Shares in the Provinces must be made in accordance with applicable Canadian securities laws. While such resale restrictions g enerally do not apply to a first trade in a security of a foreign, non -Canadian reporting issuer that is made through an exchange or market outside Canada, Canadian purchasers should seek legal advice prio r to any resale of the New Shares. The Company as well as its directors and officers may be located outside Canada and, as a result, it may not be possible for purchasers to effect service of process within Canada upon the Company or its directors or officers. All or a substantial portion of the assets of the Company and such persons may be located outside Cana da and, as a result, it may not be possible to satisfy a judgment against the Company or such persons in Canada or to enforce a judgment obtained in Canadian courts against the Company or such persons ou tside Canada. Statutory rights of action for damages and rescission. Securities legislation in certain Provinces may provide a purchaser wi th remedies for rescission or damages if an offering memorandum contains a misrepresentation, provided the remedies for rescission or damages are exercised by the purchaser within the time limit presc ribed by the securities legislation of the purchaser’s Province. A purchaser may refer to any applicable provision of the securities legislation of the purchaser’s Province for particulars of these rights o r consult with a legal adviser. Certain Canadian income tax considerations. Prospective purchasers of the New Shares should consult their own tax adviser wit h respect to any taxes payable in connection with the acquisition, holding or disposition of the New Shares as there are Canadian tax implications for investors in the Provinces. 32 For personal use only
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INTERNATIONAL OFFER RESTRICTIONS (CONT.) European Union (excluding Austria) This Presentation has not been, and will not be, registered with or approved by any securities regulator in the European Unio n. Accordingly, this Presentation may not be made available, nor may the New Shares be offered for sale, in the European Union except in circumstances that do not require a prospectus under Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and the Council of the European Union (the “Prospectus Regulation”). In accordance with Article 1(4)(a) of the Prospectus Regulation, an offer of New Shares in the European Union is limited to p ersons who are “qualified investors” (as defined in Article 2(e) of the Prospectus Regulation). Hong Kong WARNING: This Presentation has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Misc ellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the “SFO”). Accordingly, this Presentation may not be distributed, and the New Shares may not be offered or sold, in Hong Kong other than to “professional investors” (as de fined in the SFO and any rules made under that ordinance). No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permit ted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors. No per son allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securi ties. The contents of this Presentation have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise c aution in relation to the offer. If you are in doubt about any contents of this Presentation, you should obtain independent professional advice. Japan The New Shares have not been, and will not be, registered under Article 4, paragraph 1 of the Financial Instruments and Excha nge Law of Japan (Law No. 25 of 1948), as amended (the “FIEL”) pursuant to an exemption from the registration requirements applicable to a private placement of securities to Qualified Institutional In vestors (as defined in and in accordance with Article 2, paragraph 3 of the FIEL and the regulations promulgated thereunder). Accordingly, the New Shares may not be offered or sold, directly or indirectly, in J apan or to, or for the benefit of, any resident of Japan other than Qualified Institutional Investors. Any Qualified Institutional Investor who acquires New Shares may not resell them to any person in Japan that is not a Qualifi ed Institutional Investor, and acquisition by any such person of New Shares is conditional upon the execution of an agreement to that effect. 33 For personal use only
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New Zealand This Presentation has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the “FMC Act”). The New Shares are not being offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand ) other than to a person who: • is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act; • meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act; • is large within the meaning of clause 39 of Schedule 1 of the FMC Act; • is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or • is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act. Singapore This Presentation and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this Presentation and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indi rectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part 13 of the Securities and Futures Act 2001 of Singapore (the “SFA”) or another exemption under the SFA. This Presentation has been given to you on the basis that you are an “institutional investor” or an “accredited investor” (as such terms are defined in the SFA). If you are not such an investor, please return this Presentation immediately. You may not forward or circulate this Presentation to any other person in Singapore. Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party in Singapor e. On-sale restrictions in Singapore may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly. Switzerland The New Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange or on any other st ock exchange or regulated trading facility in Switzerland. Neither this Presentation nor any other offering or marketing material relating to the New Shares constitutes a prospectus or a similar no tice, as such terms are understood under art. 35 of the Swiss Financial Services Act or the listing rules of any stock exchange or regulated trading facility in Switzerland. No offering or marketing material relating to the New Shares has been, nor will be, filed with or approved by any Swiss regul atory authority or authorised review body. In particular, this Presentation will not be filed with, and the offer of New Shares will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA). Neither this Presentation nor any other offering or marketing material relating to the New Shares may be publicly distributed or otherwise made publicly available in Switzerland. The New Shares will only be offered to investors who qualify as “professional clients” (as defined in the Swiss Financial Services Act). This Presentatio n is personal to the recipient and not for general circulation in Switzerland. INTERNATIONAL OFFER RESTRICTIONS (CONT.) 34 For personal use only
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United Kingdom Neither this Presentation nor any other document relating to the offer has been delivered for approval to the Financial Condu ct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended (“FSMA”)) has been published or is intended to be publi shed in respect of the New Shares. The New Shares may not be offered or sold in the United Kingdom by means of this Presentation or any other document, except i n circumstances that do not require the publication of a prospectus under section 86(1) of the FSMA. This Presentation is issued on a confidential basis in the United Kingdom to “qualified investors” within the meaning of Article 2(e) of the UK Prospectus Regulation. This Presentation may not be distributed or reproduced, in whole or in part, nor may its contents be disclosed by recipients, to a ny other person in the United Kingdom. Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in conn ection with the issue or sale of the New Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances i n which section 21(1) of the FSMA does not apply to the Company. In the United Kingdom, this Presentation is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (“FPO”), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (“relevan t persons”). The investment to which this Presentation relates is available only to relevant persons. Any person who is not a relevant person should not act or rely on this Presentation. United States This Presentation does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States . The New Shares have not been, and will not be, registered under the US Securities Act of 1933 or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares may n ot 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. The New Shares may be offered and sold in the United States only to: • institutional accredited investors within the meaning of Rule 501(a)(1), (2), (3), (7), (8), (9) and (12) under the US Securi ties Act; and • dealers or other professional fiduciaries organized or incorporated in the United States that are acting for a discretionary or similar account (other than an estate or trust) held for the benefit or account of persons that are not US persons and for which they exercise investment discretion, within the meaning of Rule 902(k)(2)(i) of Regulation S under the US Securities Act. INTERNATIONAL OFFER RESTRICTIONS (CONT.) 35 For personal use only
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RISK FACTORS 36 For personal use only
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RISK FACTORS Overview This section sets out the potential risks associated with Develop, the Offer, the industry in which Develop operations and an investment in New Shares. This section does not purport to list every risk that may be associated with holding New Shares now or in the future, and the occurrence or consequences of some of the risks described in this section may be partially or completely outside the control of Develop, its directors and management. (a) Raising risks The Offer will result in the issue of up to an additional 40.0 million New Shares in Develop. This means that to the extent shareholders do not participate in the Offer, their shareholdings in the company will be diluted. The Offer is not underwritten and there is no guarantee the funds sought will be received. There is the risk the Offer does n ot proceed or does not raise the full funds contemplated to be raised under the Offer, which could constrain Develop’s ability to meet stated objectives or fund growth. Further, a decision by ASX to grant official quot ation of the New Shares is not certain and is not taken in any way as an indication of ASX’s view as to the merits of Develop, or the New Shares. (b) Capital requirements Develop’s capital requirements depend on numerous factors. Depending on Develop’s ability to generate income from development of its projects and its operations, Develop may require further financing in addition to amounts raised under the Offer. Any additional equity financing may dilute shareholdings, and debt financing, if available , may involve restrictions on financing and operating activities. The terms on which debt financiers are willing to offer financing may vary from time to time depending on macro -economic conditions, the performance of Develop, and an assessment of the risk of the intended use of funds. There is no guarantee that Develop will be able to secure additional financing on terms favourable to Develop. Further, loan agreements and other financing arrangements such as debt facilities and finance leases (and any related guarant ee and security) that have been entered into by Develop, including with Trafigura Pte Ltd (see “Contract and Counterparty Risks”), or which may be entered into by Develop in the future, may contain covenants, un dertakings and other provisions which, if breached, may entitle lenders to accelerate repayment of loans and there is no assurance Develop will be able to repay such loans in the event of an acceleration or defa ult. Enforcement of any security granted by Develop or default under a finance lease could also result in the loss of assets. If Develop is unable to obtain additional financing as needed, it may be required to delay or cease development of its projec ts or scale back the scope of its operations. (c) Woodlawn operational risks Develop’s ability to achieve production, development, operating cost and capital expenditure estimates from the Woodlawn Proj ect (as set out in this presentation and previous disclosures to the ASX) on a timely basis cannot be assured. These uncertainties are more pronounced over a longer period, as the Woodlawn Project profile change s and as additional information is generated through operational activity over time. The business of copper / zinc mining involves many risks and may be impacted by factors including ore tonnes, mine grade, maintaining adequate mining rates, operational environment, ground conditions, yield, input prices (some of which are unpredictable and outside Develop’s control), changes to geological interpretations, dewateri ng requirements, power supply, overall availability of free cash to fund continuing development activities, labour force disruptions, performance of contractors, the ability to renew or replace key contracts (on terms acceptable to Develop) , cost overruns, changes in the regulatory environment and other unforeseen contingencies. Other risks also exist such as environmental hazards (including discharge of pollutants or ha zardous chemicals), adverse weather and natural disasters, industrial accidents, mechanical failure of plant or equipment, and occupational and health hazards. The Woodlawn Project is operated within an are a of known environmental sensitivity resulting from the bioreactor landfill operation conducted on the site of the historical open cut and underground mine workings, and as a result environmental hazards are req uired to be closely monitored and managed (see “Environmental Risks” and “Force majeure and similar events” below). 37 For personal use only
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RISK FACTORS (CONT.) (c) Woodlawn operational risks (Cont.) Occurrences of environmental or other operational risks could result in damage to, or destruction of, production facilities, personal injury or death, environmental damage, delays in mining, increased production costs and other monetary losses and possible legal liability to the owner or operator of the mine. In turn, this could result in Develop not realising its operational or development plans or forecasts, or plans costing more than expected or taking longer to realise than expec ted. Any of these outcomes could have an adverse effect on Develop’s financial and operational performance. No assurance can be given that Develop’s estimates will be achieved within anticipated timelines, or at all, or meet physical output or operating and capital expenditure estimates. (d) Development risks The development of mineral projects is necessarily a high-risk undertaking. There is no guarantee that Develop will achieve, or continue to achieve, commercial viability through any of its projects, including the Pioneer Dome Project, Sulphur Springs Project or the Woodlawn Project. Although Develop has commenced production from th e Woodlawn Project, the plant remains in the commissioning phase, and there can be no certainty that nameplate capacity will be achieved within the timeframe or at the cost estimated by Develop. Develop’s future development activities may be affected by a range of factors including geological conditions, limitations on activities due to seasonal weather patterns, unanticipated operational and technical difficulties, industrial and environmental accidents or incidents, native title process, changing government regula tions and many other factors beyond Develop’s control. Develop’s success may also depend upon (amongst other things) Develop having access to sufficient development capital, being able to maintain title to i ts tenements, obtaining all required approvals for its activities and recruiting appropriately skilled personnel. Many of these risks are also beyond the control of Develop. Develop’s development costs are based on certain assumptions with respect to the method and timing of development. By their n ature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect Develop’s viability. (e) Exploration risks Exploration is an inherently speculative and high-risk activity that requires significant amounts of expenditure over extended p eriods of time to present a reasonable probability of success. Develop’s exploration activities, including in relation to its Pioneer Dome Project, are subject to all the hazards and risks normally encountered in the exploration of minerals, including climatic conditions, hazards of operating vehicles and plant, technical difficulties, lack of sufficient water or power sources, industrial and environmental accident, adverse changes in government policy or legislation, lack of access to sufficient funding, lack of access to sufficient infrastructure, risks associated with operating in remote areas and other si milar considerations. Conclusions drawn during mineral exploration are subject to all the uncertainties associated with all sampling techniques and to the risk of incorrect interpretation of geological, geochemical, geophysical, drilling and other data. No assurance can be given that during the exploration process mineral resources will be defined with preferred or desirable tonnages and/or grades that would result in feasible economic extraction. Substantial expense may be incurred without the requisite or expected degree of reward. Further, the cos ts of Develop’s exploration activities may materially differ from its estimates and assumptions. No assurance can be given that Develop’s cost estimates and the underlying assumptions will be realised in pract ice, which may affect the value of Develop’s shares. 38 For personal use only
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RISK FACTORS (CONT.) (f) Commodity price volatility risks Develop’s revenues and cash flows are sensitive to the spot copper / zinc price. Copper / zinc prices, like all commodity pri ces, are affected by numerous factors and events that are beyond Develop’s control. These factors and events include general economic activity, world demand, forward selling activity, copper / zinc re serve movements, costs of production by other copper / zinc producers and other matters such as inflationary expectations, interest rates, currency exchange rates (particularly the strength of the US dolla r) as well as general global economic conditions and political trends. If copper / zinc prices should fall below or remain below Develop’s costs of production for any sustained period due to these or other factors and events, Develop’s exploration and production could be delayed or even abandoned. A delay in exploration or production or the abandonment of one or more of Develop’s projects may require Develop t o write-down its copper / zinc reserves and may have a material adverse effect on Develop’s production, earnings, and financial position. Through its ownership of the Pioneer Dome Lithium Project, Develop is also impacted by changes in the global traded price of lithium and lithium chemicals, which are a key component in the production of batteries for electric vehicles (and other uses). Development of the Pioneer Dome Lithium Project is likely to require a sig nificant recovery in lithium pricing from current levels, following substantial declines since the acquisition of the project by Develop in 2023. (g) Environmental risks Develop’s operations and activities are subject to the environmental laws and regulations of Australia and any other places D evelop may conduct its business activities. As with most mining projects, Develop’s operations and activities are expected to have an impact on the environment. Develop attempts to conduct its operations and activities to a high standard of environmental obligation, including complianc e with all environmental laws and regulations. However, non-compliance with or breach of any conditions attached to Develop’s mining or environmental licences, or the occurrence of an environmental incident, may lead to penalties or revocation of licences, a delay to Develop’s operations or an increase in operating costs, and significant liability could be imposed on Develop for damages, rehabilitati on and clean-up costs or penalties in the event of certain environmental damage. Further, Develop may become subject to liability for environmental pollution or other hazards against which it has not insure d or cannot insure, including those in respect of past mining activities for which it was not responsible or activities undertaken by other nearby landowners. The Woodlawn Project is conducted on tenure which overlaps the Woodlawn Eco Precinct operated by a global waste management gr oup. From time to time, issues have arisen at the site in relation to known incidences of contamination (including leachate) at the Project site. Environmental risks are by their nature complex, and there can be no assurance that Develop will not in the future be obliged to undertake additional works, or incur additional costs (which may be material), in order to manage environmental risks includi ng the presence of contaminants/pollutants. Additionally, pursuant to the terms of its environmental licences, Develop may be required to pay bonds or guarantees to regulators and State or Federal governments. Following closure of ope rations at any of Develop’s mines, Develop will incur costs for rehabilitation of the relevant mine site. The rehabilitation costs that are incurred following closure of a mine may exceed Develop’s previous estimates of those rehabilitation costs. Develop is unable to predict the effect of additional or more onerous environmental laws and regulations which may be adopted in the future, including whether any such laws or regulations would materially increase Develop’s cost of doing business or affect its operations in any area. There can be no assurances that new environme ntal laws, regulations or stricter enforcement policies, or the imposition of new or stricter conditions, once implemented, will not oblige Develop to incur significant expenses and undertake significant inv estments which could have a material adverse effect on Develop’s operations, financial position and performance. 39 For personal use only
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RISK FACTORS (CONT.) (h) Acquisition, divestment and offtake risks From time to time, Develop evaluates opportunities for acquisition and divestment of assets and participates in discussions w ith third parties on a confidential basis, including in respect to asset level transactions. Generally speaking, neither the opportunities nor the negotiations will be disclosed publicly until such time as binding formal offers have been made or the prospects of transacting are sufficiently certain and the materiality of any transaction has been determined. From time to time, Develop also explores opportunities with strategic investors, offtake partners and/or customers in respect to an investment in Develop. In particular, Develop has previously announced a process for the sale of a minority interest (up to 20%) of the Woodlawn Project. The execution and implementation of transac tions of this nature may impact Develop’s operations, financial performance and financial position and lead to a change in Develop’s future capital, operating expenditure and funding requirements. However, the Company has determined to terminate the current process to sell a minority interest in the Woodlawn Project. (i) Mining services – renewal risks A secondary component of Develop’s business is the provision of underground mining services to third parties. Results from op erations are affected by the number of new contracts commenced during a period, the number of existing contracts that are renewed during a period and the number of contracts that expire without ren ewal or extension or which are otherwise terminated (including for convenience) during a period. As a result, there can be no assurance that work in hand will be realised as revenue in any future period. C ontracts are at risk of termination or non -renewal due to the client having no further need for the service such as when the mine has reached the end of its planned life, or the operator ceases production because changes in the underlying commodity price or mining costs have rendered continued production from the mine uneconomic. Contracts are also at risk of termination or non -renewal because of breach, or competition if the client seeks to use an alternative mining services provider to provide the service or if the client decides to bring the contracted services in -house. The non-renewal of a contract and any potential inability to redeploy an impacted workforce to another project, could lead to a loss of revenue for Develop and could also give rise to the need to make redundancy payments or undertake other restruct uring, which could have a further adverse effect on Develop’s financial and operational performance. (j) Mining services – competition risks The mining services industry is highly competitive and is subject to increasing competition. Mining services contracts are ge nerally awarded following a competitive tender process where price is one of the most important factors that a client will consider in evaluating tenders. Even for those projects that are not put out to ten der, the pricing of contracts must be negotiated with clients. In determining the price and other terms on which a tender or proposal will be submitted to a potential client, Develop must make assumptions about a range of factors such as the type and amount of equipment to be deployed, length of contract, life of mine, location of mine, the utilisation rates, reliability and maintenance costs of equipment, mining consumables expenditure, the amount of labour required to support the project and labour productivity levels. If any of these assumptions are materially incorrect, then Develop could be locked into a long -term contract with unfavourable economics that could adversely affect its margins and results of operations. There may be no right to renegotiate the contract with the client should the economics become unfavourable. (k) Regulatory requirements including permits and licences Develop’s operations are subject to various Federal, State and local laws in Australia. These laws include those relating to mining, prospecting, development permit and licence requirements, industrial relations, environment, land use, royalties, water, native title and cultural heritage, mine safety and occupational health. Although Develop has been successful in obtaining all necessary approvals and licences, obtaining approvals, licences and permits and extensions of the same may be subject to the discretion and processes of the applicable government officials. No assurance can be given that Develop will be successful in maintaining such approvals, licences and permits in full force and effect without modification or revocation. To the extent such approvals, licences and permits are obtained or maintained in a timely manner or at all, Develop may be curtailed or prohibited from continuing or proceeding with its operat ions. Develop may be subject to legal challenges on the validity of any approvals, licences and permits that may delay or be prohibited from continuing or proceeding with production and exploration. These challenges c an be costly and time-consuming processes. 40 For personal use only
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RISK FACTORS (CONT.) (l) Contract and counterparty risks The ability of Develop to achieve its objectives will depend on the performance of contractual counterparties. Develop may en ter into various agreements for the construction, development and operation of its projects (including the supply of equipment, construction services, diesel fuel supply, contract mining and product handl ing and logistics). If the counterparties default on the performance of their respective obligations, for example if a supplier defaults on delivery, or the counterparties dispute entitlements owed to th e counterparty or Develop, this may impact adversely on Develop’s operations, financial performance and financial position. There is no guarantee that Develop will be able to commercially resolve or seek legal redress in an expeditious manner against a counterparty, or that a commercial resolution or a legal remedy will be reached or granted on satisfactory terms, or at all. Among other things, Develop has also entered into agreements with Trafigura Pte Ltd, a leading commodities trader, for the pr ovision of approximately A$100 million by way of a prepayment/loan facility. The facility is subject to a number of financial covenants and other undertakings on the part of Develop which are usual for a facility of this kind. In connection with this facility, Develop has also entered into an approximately five-year offtake arrangement across all concentrates (including, without limitation, lead, zinc and copper con centrates) produced from the Woodlawn Project. These arrangements are the subject of security arrangements in favour of Trafigura, over both the Sulphur Springs and Woodlawn Projects. Any breach by either Develop or Trafigura of their respective obligations under the facility or related offtake may have a ma terial adverse effect on Develop’s financial results and / or may require Develop to raise additional capital or undertake other remedial actions. (m) Force majeure and similar events Develop’s projects now or in the future may be adversely affected by risks outside the control of the Company, including fire s, labour unrest, civil disorder, war, subversive activities or sabotage, floods, pandemics, explosions or other catastrophes, epidemics or quarantine restrictions. (n) Tenure and forfeiture Mining and exploration tenements are subject to periodic renewal. There is no guarantee that current or future tenements or f uture applications for production tenements will be approved. Tenements are subject to the applicable mining acts and regulations of the relevant Australian jurisdiction. The renewal of the term of a g ranted tenement is also subject to the discretion of the relevant Minister. Renewal or conversion conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the ten ements comprising Develop’s projects. The imposition of new conditions or the inability to meet those conditions may adversely affect the operations and financial position of Develop. Further, irrespective of Develop’s compliance with the conditions of the tenements, and applicable mining acts and regulation s, there is no guarantee that applications for forfeiture or cancellation will not be made against the tenements. Further, any exemptions from tenement conditions (if available) are subject to the discretion of the relevant authority and objections by third parties. If any application for forfeiture or objection to the grant of an exemption is lodged, Develop may be required to defend such applications or object ions in the court system and incur significant costs. (o) Mineral Resource and Ore Reserve estimates Mineral resource and ore reserve estimates must comply with the JORC Code and are expressions of judgements based on knowledg e, experience and industry practice. Estimates that are valid when made may change significantly when new information becomes available through drilling, sampling and other similar examinations. In addition, JORC compliant Mineral Resource and Ore Reserve estimates are necessarily imprecise and depend to some extent on geological interpretations, as well as various economic, commercial, t echnical, environmental and legal assumptions which may prove to be inaccurate or invalid due to the passage of time. Should Develop encounter mineralisation or formations different from those predicted, mineral resource estimates may have to be adjusted and mining plans may have to be altered in a way which could adversely affect Develop’s operations. 41 For personal use only
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RISK FACTORS (CONT.) (p) Reserves becoming depleted and being unable to be replaced Mining companies must continually replace reserves depleted by production to maintain production levels over the long term an d provide a return on invested capital. Depleted reserves can be replaced in several ways, including expanding known ore bodies, by locating new deposits or acquiring interests in reserves from third pa rties. There is no guarantee that continued investment in exploration drilling of new deposits or extents of existing Reserves will continue to define additional Ore Reserves. Uncertainty of Inferred Resources (as defined in the JORC Code) and exploration targets is inherently high and do not constitute Ore Reserves. Further drilling and detailed evaluation is required to convert Inferred Resources and exploration targets to potential mining Reserves and there is no certainty that such drilling will deliver economic outcomes. Develop may consider, from time to time, the acquisition of Ore Reserves from third parties related to development properties and operating mines. Such acquisitions are typically based on an analysis of a variety of factors including historical operating results, estimates of and assumptions regarding the extent of Ore Reserves, the timing of production from such reserves and cash and other operating costs. Other factors that affect a decision to make any such acquisitions may also include Develop’s assumptions for future copper / zinc prices and the projected economic returns and evaluations of existing or potential liabilities associated with its operations and projections of how these may change in the future. As a result of these uncertainties, Develop’s exploration programs and any acquisitions which the Company may pursue may not result in the expansion or replacement of current production with new Ore Reserves or operations, which could in the future have an adverse effect on Develop’s business, prospects, results of operati ons and financial position. Develop’s ability to achieve, sustain or increase any targeted levels of production in the future is in part dependent on the development of exploration success, conversion of Inf erred Resources or new projects and the expansion of existing operations. (q) Metallurgy Metal and / or mineral recoveries are dependent upon the metallurgical process, and by its nature contain elements of signifi cant risk such as identifying a metallurgical process through test work to produce a saleable product, developing an economic process route to produce a saleable product, and changes in mineralogy in the ore deposit can result in inconsistent ore grades and recovery rates affecting the economic viability of the project. (r) Access and Co-operation Arrangements There is a substantial level of regulation and restriction on the ability of exploration and mining companies to access land in Australia. Negotiations with both native title claimants and land owners/occupiers may be required before Develop can access land for exploration or mining activities. Inability to access, or delays experienc ed in accessing, the land may impact on Develop’s activities. Further, any termination of or failure to renew existing access and/or co -operation arrangements, or renewal of existing arrangements on term s or conditions that are unfavourable to Develop, may adversely affect Develop’s ability to explore and develop its projects. (s) Native title The Native Title Act 1993 (Cth) recognises certain rights of indigenous Australians over land where those rights have not been extinguished. These rights, where they exist, may impact on the ability of Develop to carry out exploration and in future, mining activities, or obtain exploration or mining licences in Australia. In applying for licences over crown land, Develop must observe the provisions of native title legislation. There are also laws of the States and Territories which impose duties of care which require persons, inclu ding Develop, to take all reasonable and practical measures to avoid damaging or destroying Aboriginal cultural heritage. In carrying out exploration and/or mining operations, Develop must observe Native Ti tle legislation (where applicable), Aboriginal heritage legislation and heritage legislation which protects sites and objects of significance and these may delay or impact adversely on Develop’s operations in Australia. 42 For personal use only
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RISK FACTORS (CONT.) (t) Water management Water is a scarce commodity in much of regional Australia, and particularly in the areas in which Develop has existing or pot ential future operations. Water is a significant input into mine development and processing activities and access to sufficient water to support current and future activities is critical. There can be no gu arantee that the cost of ensuring sufficient access to water at Develop’s operations will not substantially increase in future. Reduced access to water may result in the reduction or suspension of Develop’s operatio ns. Additionally, having and managing large quantities of water required at Develop’s operations poses potential health and safety risks, environmental risks, and the risk of damage to property, in the event of a spillage or other accident. (u) Joint venture risks Develop is, and may continue to become, a party to joint venture or joint operating agreements for the tenements and in which it holds or earns an interest in. There is a risk that, under these existing or future agreements, Develop may be voted into programs and budgets which it does not necessarily agree with or have the cash r esources to fund. It may also be required to contribute to any increases in capital expenditure requirements and/or operating costs. Furthermore, in the case of mining joint ventures, the situation cou ld arise where any or all of the joint venture parties are unable to fund their pro rata contributions to expenditure, in which case Develop may have to make increased contributions to ensure that the program proceeds. (v) Key personnel Develop is dependent on the experience of its current directors, executives and key management personnel. The future directio n of Develop, including the plans proposed to be implemented by the Board, are dependent on the continuation of Develop’s managing director and key management personnel. Although Develop has sought, a nd will continue to ensure, that its current directors, executives and key management personnel are appropriately remunerated and incentivised, their continued services cannot be guaranteed. The loss of any of Develop’s directors, executives or key management personn el’s services may have an adverse effect on the performance of Develop pending replacements being identified and retained or appoi nted by Develop. (w) Labour costs and availability For Develop’s business of providing mining services to remain productive and competitive depends on Develop’s ability to attr act and retain skilled labour. Mining services projects are often in remote locations and employees often work based on a fly-in, fly-out schedule. As a result, there can be shortages of labour that make it challenging to recruit employees. Tightening of the labour market due to a shortage of skilled labour, combined with a high industry turnover rate and growing competition for skilled labour, may impact upon Develop’s ability to hire and retain employees and may lead to exposure to increased labour costs where the demand for labour is strong. A shortage of skilled labour could limit growth prospects or lead to a decline in productivity and an increase in training costs and could adversely affect safety records and materially adversely impact revenues and, if costs increase or productivity declines, ope rating margins. (x) Industrial relations risks Industrial relations issues may be faced by Develop in connection with employees and the employees of suppliers, including st rikes, work stoppages, work slowdowns, grievances, complaints and claims of unfair practices or other industrial activity. Any such activity could cause production delays, increased labour costs and adversely impact the ability to fulfil existing contracts or win new contracts for Develop’s projects. As a result, operating results may be materially adversely affected. 43 For personal use only
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RISK FACTORS (CONT.) (y) Health, safety and security risk Mining activities have inherent hazards and risks. Develop is committed to providing a safe and healthy workplace and environ ment for its personnel, contractors and visitors. Develop provides appropriate instructions, equipment, preventative measures, first aid information, medical facilities and training to all stakeholders th rough its health and safety management system. A serious site health and safety incident may result in significant interruptions and delays to Develop’s projects or operations. A health and safety incident which results in serious injury, illness or death may also expose Develop to significant penalties and Develop may be liable for compensation. These liabilities may not be covered by Develop’s insurance policies or, if they are covered, may exceed Develop’s policy limits or be subject to significant deductibles. Also, any claim under Develop’s insurance policies could increase Dev elop’s future costs of insurance. Accordingly, any liabilities for workplace accidents could have a material adverse impact on Develop’s liquidity and financia l results and reputation. In addition, it is not possible to anticipate the effect on Develop’s business of any changes to workplace health and safety legislation or directions necessitated by concern for the he alth of the workforce. Such changes may have an adverse impact on the financial performance and/or financial position of Develop. Further, the production processes used in conducting any future mining activities of Develop can be dangerous. Develop has, a nd intends to maintain, a range of workplace practices, procedures and policies which will seek to provide a safe and healthy working environment for its employees, visitors and the community. Develop has also taken out and maintains what it considers to be an adequate level of workers compensation insurance. Develop has in place health and safety management systems to ensure significant risks have robust sustainable safety critical controls. If the health and safety management system is not implemented or complied with adequately, there is a risk that serious health and safety incident may occur which can result in delays to Dev elop’s projects or operations. (z) Insurance and uninsurable risks Develop insures its operations in accordance with good industry practice. However, in certain circumstances, Develop’s insura nce may not be of a nature or level to provide adequate insurance cover. The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect on the business , financial condition and results of Develop. Insurance against all the risks associated with construction, development and operation of mining projects is not always available and, where available, cost s can be prohibitive. Further, the occurrence of an event not fully insured or indemnified against, or the failure of a third party or an insurer to meet its indemnification or insurance obligations, coul d result in substantial losses, which may adversely affect financial position and performance. In addition, insurance may not be available to cover any or all of these risks, or, even if available, may not b e adequate. Insurance premiums or other costs may rise significantly in the future, so as to make such insurance prohibitively expensive or uneconomic. (aa) Share market conditions and share price fluctuations The value of Develop’s shares will be determined by the share market and will be subject to varied and often unpredictable in fluences in the share market beyond Develop’s control and the last trading price of Develop’s shares on ASX prior to this Presentation is not a reliable indicator as to the potential trading price of Develo p in the future. These factors include, but are not limited to, the demand for, and availability of Develop’s shares, movements in interest rates, exchange rates, and rates of inflation, fluctuations in the Au stralian and international stock markets, changes in fiscal, monetary and regulatory policies, and general domestic and international and economic activity. Depending on general market conditions and Develop’s share price, Develop may not be able to attract new investors or raise capital as and when required. In addition, a decrease in the trading price of Develop’s shares may make Develop a target of takeover offers from other enti ties. In these circumstances, there can be no guarantee as to the price that Develop’s shareholders may be offered for their shares. The overall success of a third party offer to acquire all or a portio n of Develop’s shares is dependent on a number of factors outside of the control of Develop. 44 For personal use only
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RISK FACTORS (CONT.) (bb) Liquidity and realisation risk There can be no guarantee that an active market in Develop’s shares will develop or continue, or that the market price of Dev elop’s shares will increase. If a market does not develop or is not sustained, it may be difficult for investors to sell their shares, as there may be relative few, if any, potential buyers or sellers of Dev elop’s shares on ASX at any time. (cc) Global economic conditions, trade and foreign exchange risks The operating and financial performance of Develop is influenced by a variety of general economic and business conditions, in cluding levels of consumer spending, inflation, interest rates and exchange rates, supply and demand, industrial disruption, access to debt and capital markets and government fiscal, monetary and regul atory policies. Changes in general economic conditions may result from many factors including government policy, international economic conditions, significant acts of terrorism, hostilities or war (in cluding, without limitation, escalation or prolongation of current hostilities in the Middle East and Ukraine), epidemic or pandemic or natural disasters. Commodity prices and business conditions generally may also be affected by uncertainties arising from emerging changes in the trade and tariff policies of major economies, including, in particular, the United States under the current administration of President Donald Trump. These uncertainties may impact upon the level of d emand for the key commodities to which Develop has exposure, including copper / zinc and lithium. Tariffs and other trade barriers or prohibitions, may also (if expanded) have a significant impac t on other aspects of the Company's business, particularly on the importation of certain equipment manufactured in other countries. Further, Develop is exposed to movements in foreign exchange rates (in particular, the USD to AUD exchange rates), the impact of which cannot be predicted reliably. A prolonged deterioration in general economic conditions including an increase in interest rates or a decrease in consumer an d business demand, could be expected to have an adverse impact on Develop’s operating and financial performance and financial position. (dd) Tax This Presentation contains information on Develop’s tax loss position. Develop has significant tax losses available to it, w hich are available to offset future taxable income. However, the requirements relating to the utilisation of tax losses under Division 165 of Income Tax Assessment Act 1997 ( Cth) are complex, and if the Company fails to satisfy those requirements, it may not be able to utilise these tax losses. If the anticipated tax losses do not materialise or are not able to be utilised in the future (for whatever reason), the after -tax cash flows from the Company’s projects will be reduced relative to expectations. Future changes in taxation law, including changes in the interpretation or application of the law by the courts or taxation a uthorities, may affect taxation treatment of an investment in New Shares or the holding and disposal of Develop shares. Further, changes in tax law, or changes in the way tax law is expected to be interpre ted, in the various jurisdictions in which Develop operates, may impact the future tax liabilities and performance of Develop. It is also possible for the jurisdictions in which Develop operates to increase t he rate on which royalty is assessed with respect to the extraction and sale of copper / zinc and related products. (ee) Community and social risks Develop’s relationship with the communities in which it operates is important to ensure the future success of its existing op erations and the construction and development of its social risks projects. While Develop believes its relationships with the communities in which it operates are strong, a failure by Develop to adequately c omply with or respond to changes in environmental laws (including those relating to climate change), or comply with regulations governing access to the Develop’s projects, may adversely affect Develop’s relati onship with key stakeholders, community relations and its social licence to operate. See further “Environmental Risks” above. 45 For personal use only
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RISK FACTORS (CONT.) (ff) ESG risks There is an increasing vigilance by investors, shareholders and other interested third parties regarding environmental, socia l and governance (ESG) issues. An increased focus on ESG issues may impact the implementation, interpretation or enforcement of legislation, regulations or formal and informal policies which affect De velop; influence the investment criteria, sentiment or assumptions applied by investors and lenders dealing with Develop; or influence the policies and negotiating positions of third parties currently co ntracting with Develop or who would otherwise be likely to contract with Develop in the future. (gg) Litigation Legal proceedings may arise from time to time in the course of Develop’s business. The Company may be involved in claims, pro ceedings and/or disputes with other parties in the future which may result in litigation. Any such claim, proceeding or dispute may impact adversely on Develop’s operations, financial performance and fin ancial position. (hh) Changes in law and governmental policy Changes in government, monetary policies, taxation and other laws can have a significant impact on Develop's assets, operatio ns and ultimately the financial performance of Develop. Such changes are likely to be beyond the control of Develop and may affect industry profitability as well as Develop's capacity to explore and mine. Further, amendments to current laws, regulations and permits governing operations and activities of mining companies in Australia (or any other jurisdiction Develop may in the future operate in), or a more stringent implementation thereof, may impact adversely on Develop’s operations, financial performance and financial position. (ii) Competing and new technologies The introduction and adoption of new technologies by competitors means Develop must stay current with technological trends in the mining industry to remain competitive, particularly in respect to its mining services business. The failure to identify and appropriately respond to emerging technological innovations by competitors cou ld cause revenues to decline. If Develop fails to effectively address the changing demands of clients and to maintain its competitive advantage, Develop’s mining services business, results of operations and f inancial condition could be materially adversely impacted. (jj) Cyber risks Like other entities, Develop may be exposed to the risk of cyber attacks on its systems and operations. Such attacks may invo lve a denial of service, corruption of data, exposure of private data in breach of regulations or requests for payment of monies. Develop believes it has appropriate data security mitigations in place, howeve r no guarantee that this will be sufficient to prevent a successful attack can be given. Develop may also collect personal or sensitive information from individuals in connection with the conduct of its operations, both from individuals in Australia and from jurisdictions outside Australia. Develop or its employees may intentionally or inadvertently collect personal or sensitive information or use such information contrar y to applicable laws, which could result in significant loss or damage, including reputational damage to Develop. In addition, the risks described above could also result in breaches of data security, loss o f critical data, and the release, misuse, or misappropriation of sensitive or personal information, potentially leading to claims for loss or damage from third parties affected by, or civil or criminal claims fro m regulators arising from, such breach loss or release. (kk) Global pandemic Any future pandemic may have a material adverse impact on the operations and financial performance of Develop. Local, nationa l and international events of this nature are not within the control of Develop including impacts of government and regulatory restrictions that have or may be implemented including as to travel, employmen t, operational matters, imports or good/services. 46 For personal use only
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RISK FACTORS (CONT.) (ll) Dividends Any future payment of dividends by Develop will be at the discretion of the board and will depend on the financial position o f Develop, future capital requirements, business operations and other factors considered relevant by the board at the time. No assurance in relation to the payment of dividends or franking credits attach ing to dividends can be given by Develop. (mm) Additional unknown risks Additional risks and uncertainties not currently known to Develop may also have a material adverse effect on Develop’s financ ial and operational performance and the information set out in this Presentation regarding the key operational and investment risks does not purport to be, nor should it be construed as representing, an exh austive list of the risks. 47 For personal use only
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