Slide 1: Acquisition of Essential Metals & Equity Raising
ASX: DVP ACQUISITION OF ESSENTIAL METALS & EQUITY RAISING 3 July 2023
Slide 2: Important Information and Disclaimer
IMPORTANT INFORMATION AND DISCLAIMER Cautionary Statement The information contained in this document (“Presentation”) has been prepared by Develop Global Limited (“Company”). This Presentation is being used as a presenter’s aid with summarised information. See Develop’s other and periodic disclosure
Slide 3: Transaction Overview
TRANSACTION OVERVIEW • Develop to acquire 100% of the fully paid ordinary shares in Essential Metals by way of a Board recommended Scheme of Arrangement, in the absence of a superior proposal • Essential shareholders to receive 1 new Develop share for every 6.18 Essential shares held at the Scheme r
Slide 4: Acquisition Overview
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Slide 5: Acquisition Details
ACQUISITION DETAILS • Develop Global Limited (ASX:DVP) (“Develop” or the “Company”) to acquire 100% of the fully paid ordinary shares in Essential Transaction Structure Metals Limited (ASX:ESS) (“Essential”) by way of a Board recommended Scheme of Arrangement (“Scheme”) (the “Acquisition”) • Essenti
Slide 6: Acquisition Details Continued
ACQUISITION DETAILS CONTINUED • Key customary conditions to the implementation of the Scheme include, amongst others: • Approval being received from the Essential shareholders at a duly convened shareholder Scheme meeting; • Regulatory approvals; • Court approvals; Conditions of the • The Independen
Slide 7: Acquisition Strategic Rationale
ACQUISITION STRATEGIC RATIONALE Highly complementary to the Company’s existing portfolio of clean energy metals projects • Aligned with Develop’s strategy of producing clean energy metals used in transitioning the world energy needs • Provides a “beachhead” entry into the Australian lithium sector,
Slide 8: Indicative Scheme Timetable
INDICATIVE SCHEME TIMETABLE Event Estimated Date First Court Hearing 8 September 2023 Dispatch of Scheme Booklet to Essential Shareholders 12 September 2023 Scheme Meeting of Essential shareholders 12 October 2023 Second Court Hearing 16 October 2023 Effective Date 18 October 2023 Record Date 20 Oct
Slide 9: Develop Pro Forma Overview
DEVELOP PRO FORMA OVERVIEW Pro Forma Unit Current Develop Capital Raising Essential Scheme Develop Spot Share Price / Spot Implied Share Price $ 3.46 3.20 0.560 3.20 No. of Ordinary Shares M 181.01 15.6 274.62 241.0 Market Capitalisation $M 626.2 50.0 153.8 771.3 Ordinary shareholding in Merged Grou
Slide 10: Overview of Essential
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Slide 11: Pioneer Dome Lithium Project
PIONEER DOME LITHIUM PROJECT Located in the highly prospective lithium corridor near existing infrastructure 450km2 project tenure • Mt Marion, Bald Hill and Buldania projects are all located within 100km of Pioneer Dome • The Dome North Lithium Mineral Resource is in the northern part of the Projec
Slide 12: Equity Raising Overview
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Slide 13: Equity Raising - Overview
EQUITY RAISING - OVERVIEW • Fully underwritten A$50.0 million equity raising (“Capital Raising”) comprising: • A$30.0 million institutional placement (“Placement”) under Develop’s Listing Rule 7.1 placement capacity; and Overview • A$20.0 million 1 for 29 accelerated non-renounceable entitlement off
Slide 14: Equity Raising Timetable
EQUITY RAISING TIMETABLE Event Time (AEST) / Date Announcement of the Capital Raising and Placement and Institutional Entitlement Offer open Monday, 3 July 2023 Announce completion of the Placement and Institutional Entitlement Offer Wednesday, 5 July 2023 Trading halt is lifted and existing Develop
Slide 15: Appendix 1) Overview of Develop
APPENDIX 1) OVERVIEW OF DEVELOP 15
Slide 16: Develop will utilise the power of people to produce clean metals
DEVELOP WILL UTILISE THE POWER OF PEOPLE TO PRODUCE CLEAN METALS AND HELP DECARBONISE THE WORLD.
Slide 17: Develop 5-Year Business Plan
DEVELOP 5-YEAR BUSINESS PLAN HYBRID BUSINESS MODEL: MINE OWNERSHIP – MINING SERVICES STRATEGY Build world-class Be one of the most Produce some of Aim for annual Mining Services underground socially responsible the world’s metal output of in capability to capability and ESG friendly cleanest energy
Slide 18: Our Flagship Asset Is Our People
OUR FLAGSHIP ASSET: IS OUR PEOPLE • The mines of the future will be underground • Demand for underground skills is soaring • Develop’s Executives have one of the largest networks of underground personnel in the Australian industry • Develop has built its world class underground capability • We have
Slide 19: Company Core Values
COMPANY CORE VALUES DEVELOP ENVIRONMENT VALUE We aspire to be the best Everything we do aims to We create exceptional at developing our make the world a better value for our people, people, our assets and place from an environmental shareholders, clients our client’s projects. and community perspect
Slide 20: Safety Can Come with Sector Leading Productivities
SAFETY CAN COME WITH SECTOR LEADING PRODUCTIVITIES RAPID GROWTH SYSTEMS OUTCOME Complete new systems Fused the best practices and Sector leading results and workforces procedures across industry and productivities 2 new mine start ups; & Backed up by an extremely Only fatality free mining LTIFR IS 0
Slide 21: ESG Leaders
ESG LEADERS Develop has publicly committed to be an ESG leader Develop is committed to the Task Force on Climate-related Financial Disclosures (TCFD) Develop is committed to the UN charter on sustainable development goals Develop principals have extensive experience in working with Tradition
Slide 22: Woodlawn Zinc/Copper Mine
A QUALITY PROJECT FOR THE ENERGY REVOLUTION WOODLAWN ZINC/COPPER MINE • Acquired the mine in NSW, Australia in May-22 • It had a profitable 20-years (1978-1998) as an open pit and underground operation • Produced 13.8Mt at 15.9% zinc equivalent “ZnEq” • Prior owners invested ~A$340m in the operation
Slide 23: Woodlawn Zinc/Copper Mine
A QUALITY PROJECT FOR THE ENERGY REVOLUTION WOODLAWN ZINC/COPPER MINE Woodlawn mine has: 1. An experienced and established operational team 2. Substantial UG Resource of 7.3Mt at 13.2% ZnEq and Reserves of 3.1Mt at 13.1% ZnEq 3. New 0.85Mtpa processing and paste fill plant, all with significant crit
Slide 24: Woodlawn Strategy
A QUALITY PROJECT FOR THE ENERGY REVOLUTION WOODLAWN STRATEGY • Deliver an updated Life of Mine plan in Sep-23 Qtr • Board recently approved A$8m in underground development to enhance an early restart scenario • Aiming to grow the underground mineral inventory and mine life to underpin a restart str
Slide 25: Sulphur Springs Zinc-Copper Project
A QUALITY PROJECT FOR THE ENERGY REVOLUTION SULPHUR SPRINGS ZINC-COPPER PROJECT • The project is a high-grade zinc and copper deposit located in the Tier 1 world-class Pilbara district of Western Australia • In 2018 a Definitive Feasibility Study delivered a Pre-Tax NPV of A$472m • Prior to 2023 the
Slide 26: Sulphur Springs Zinc-Copper DFS Key Outcomes
A QUALITY PROJECT FOR THE ENERGY REVOLUTION SULPHUR SPRINGS ZINC-COPPER DFS KEY OUTCOMES Project Revenue A$2,898 million Free Cash-Flow (pre-tax real) A$745 million Pre-Production Processing Plant and Infrastructure Capital A$296 million Pre-Tax NPV5% A$523 million Internal Rate of Return (pre-tax)
Slide 27: Sulphur Springs Zinc-Copper De-risking the Project
A QUALITY PROJECT FOR THE ENERGY REVOLUTION SULPHUR SPRINGS ZINC-COPPER DE-RISKING THE PROJECT • Substantial technical work was undertaken over the past 12 months to de-risk and deliver a significantly more robust project/DFS, this involved the following major improvements; • The planned open pit in
Slide 28: World-Class Underground Capability
OUR PEOPLE ARE OUR FLAGSHIP ASSET WORLD-CLASS UNDERGROUND CAPABILITY MINING SERVICES IS KEY TO ACHIEVING BUSINESS PLAN Building underground capability enables Develop to build its business organically; Mining Services accelerates this CULTURE CAPABILITY CASHFLOW 01 02 03 Created Mining Awarded ~A$40
Slide 29: Value Creation So Far
VALUE CREATION SO FAR.. ASX STOCK SHARE MARKET CASH ENTERPRISE CODE PRICE CAPITALISATION (31 MARCH 23) VALUE DVP A$ 3.46 A$ 626M $23.0M ~A$600M 181m shares on issue No Corporate Debt • Woodlawn Zinc/Copper Mine • Sulphur Springs Zinc/Copper Project • A$400M Underground Mining Services SUBSTANTIAL SH
Slide 30: Our Net Positive as a Company
OUR NET POSITIVE AS A COMPANY • Develop will aim to be a significant • Develop will provide extensive training producer of metals which are crucial to opportunities across a diversified range the global energy transition and which of fields, particularly for young people in will be in short supply o
Slide 31: Appendix 2) Mineral Resources and Reserves Tables
APPENDIX 2) MINERAL RESOURCES AND RESERVES TABLES 31
Slide 32: Mineral Resources Table Woodlawn Underground
MINERAL RESOURCES TABLE WOODLAWN UNDERGROUND MINERAL RESOURCES Location JORC Tonnes NSR Zn% Pb% Cu% Au g/t Ag g/t Classification (‘000t) ($A/t) Woodlawn Measured 104 404 4.3 1.9 2.1 1.4 100.0 Underground Indicated 4,776 348 5.0 1.8 1.8 0.7 42.2 Inferred 2,461 408 6.9 2.5 1.8 0.3 47.8 Project Total 7
Slide 33: Mineral Resources Table Sulphur Springs
MINERAL RESOURCES TABLE SULPHUR SPRINGS RESOURCE METALLURGICAL TONNES (kt) NSR ($A/t) Zn% Pb% Cu% Ag g/t Au g/t Fe % CATEGORY DOMAIN Indicated Oxide 209 $381 0.3 0.1 4.2 18.9 0.1 29.8 Transitional 6,655 $313 5.7 0.3 1.4 21.8 0.1 23.9 Fresh 5,495 $289 5.8 0.3 0.9 22.0 0.1 21.0 Sub Total 12,360 $303 5
Slide 34: Mineral Reserves Table Sulphur Springs
MINERAL RESERVES TABLE SULPHUR SPRINGS RESOURCE TONNES (Mt) Zn% Pb% Cu% Ag g/t Au g/t Fe % CATEGORY Proved - - - - - - Probable 8.8 5.4 0.2 1.1 20.6 0.1 20.4 Grand Total 8.8 5.4 0.2 1.1 20.6 0.1 20.4 1. Note. Totals may not balance due to rounding. The resource is reported at a NSR cut-off grade of
Slide 35: Appendix 3) Key Risks
| i > A APPENDIX 3) KEY RISKS
Slide 36: Key Investment Risks
KEY INVESTMENT RISKS Overview There are a number of risks associated with an investment in Develop Shares or holding Develop Shares, which include: • risks in relation to the Scheme; • risks specific to the business and operations of Develop (which Develop continues to be exposed to irrespective of
Slide 37: Key Investment Risks
KEY INVESTMENT RISKS Risks specific to Develop (a) Underwriting risk Develop has entered into an underwriting agreement with the Lead Manager, under which the Lead Manager has agreed to fully underwrite the Placement and the Entitlement Offer, subject to the certain terms and conditions summarised i
Slide 38: Key Investment Risks
KEY INVESTMENT RISKS Risks specific to Develop (continued) (f) Re-start and ramp-up of the Woodlawn Project The Woodlawn Project is currently in the production ramp-up and re-start process. All the risks associated with developing and operating a mine operation (as summarised in "Operating and proje
Slide 39: Key Investment Risks
KEY INVESTMENT RISKS Risks specific to Develop (continued) (l) Competition for provision of mining services The mining services industry is highly competitive and is subject to increasing competition. Mining services contracts are generally awarded following a competitive tender process where price
Slide 40: Key Investment Risks
KEY INVESTMENT RISKS Mining Industry Risks (continued) (c) Environmental Develop’s operations and activities are subject to the environmental laws and regulations of Australia (and Western Australia (in respect of the Sulphur Springs Project and the Whim Creek Project) and New South Wales (in respec
Slide 41: Key Investment Risks
KEY INVESTMENT RISKS Mining Industry Risks (continued) (h) Access and Co-operation Arrangements Tenements are often subject to third party interests which may require rights of access to be granted to Develop. Where Develop wishes to undertake further exploration or production works on a tenement, i
Slide 42: Key Investment Risks
KEY INVESTMENT RISKS General equity investment risks (continued) (c) Insurance and uninsurable risks Develop insures it conducts its operations in accordance with industry best practice. However, in certain circumstances, Develop's insurance may not be of a nature or level to provide adequate insura
Slide 43: Appendix 4) International Offer Restrictions
APPENDIX 4) INTERNATIONAL OFFER RESTRICTIONS 43
Slide 44: International Offer Restrictions
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 exce
Slide 45: International Offer Restrictions
INTERNATIONAL OFFER RESTRICTIONS 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 materia
Slide 46: Appendix 5) Underwriting Agreement Summary
APPENDIX 5) UNDERWRITING AGREEMENT SUMMARY 46
Slide 47: Underwriting Agreement Summary
UNDERWRITING AGREEMENT SUMMARY Develop has entered into an underwriting agreement with the Underwriter (Underwriting Agreement), pursuant to which the Underwriter is acting as sole lead manager, underwriter and bookrunner of the Capital Raising, subject to the terms and conditions of the Underwritin
Slide 48: Underwriting Agreement Summary
UNDERWRITING AGREEMENT SUMMARY 3. Qualified termination rights The Underwriter may immediately terminate its obligations under the Underwriting Agreement if any of the following events occurs, and the Underwriter has reasonable grounds to believe and does believe that the event (1) has had, or is li
Slide 49: Appendix 6) Scheme Implementation Deed Summary
APPENDIX 6) SCHEME IMPLEMENTATION DEED SUMMARY 49
Slide 50: Scheme Implementation Deed Summary
SCHEME IMPLEMENTATION DEED SUMMARY 1 Outline and key terms Develop is proposing to acquire 100% of the ordinary shares in Essential pursuant to a scheme of arrangement (Scheme). The Scheme Implementation Deed (SID) sets out Develop and Essential’s obligations in respect of the implementation of the