Develop Global Limited · ASX:DVP

Develop Global — Merger or Acquisition (February 2022)

50 slides from Develop Global's merger presentation, Feb 17, 2022

  1. Slide 1: Woodlawn Zinc-Copper Project Acquisition

    ASX: DVP Woodlawn Zinc-Copper Project Acquisition 1 An exceptional opportunity for shareholders • On strategy; ownership of clean future-facing metals in a Tier 1 location • Significant near-term growth potential • Highly attractive purchase price February 2022 Not for release to US wire services or

  2. Slide 2: Important Information and Disclaimer

    IMPORTANT INFORMATION AND DISCLAIMER IMPORTANT NOTICES & DISCLAIMER This investor presentation (Presentation) has been prepared by Develop Global Limited (ACN 122 180 205) (Develop or the Company). This Presentation has been prepared in relation to the Company's proposed equity raising, as described

  3. Slide 3: Important Information and Disclaimer

    IMPORTANT INFORMATION AND DISCLAIMER Past performance Prospective investors should note that past performance metrics and figures (including past share price performance of Develop) in this Presentation are given for illustrative purposes only and cannot be relied upon as an indicator of (and provid

  4. Slide 4: Important Information and Disclaimer

    IMPORTANT INFORMATION AND DISCLAIMER Disclaimer No party other than Develop has authorised or caused the issue, lodgement, submission, dispatch or provision of this Presentation, or takes any responsibility for, or makes or purports to make any statements, representations or undertakings in this Pre

  5. Slide 5: Important Information and Disclaimer

    IMPORTANT INFORMATION AND DISCLAIMER Mineral Resources and Ore Reserves Reporting It is a requirement of the ASX Listing Rules that the reporting of mineral resources and ore reserves in Australia comply with the Australasian Joint Ore Reserves Committee Code for Reporting of Mineral Resources and O

  6. Slide 6: Important Information and Disclaimer

    IMPORTANT INFORMATION AND DISCLAIMER Production Targets The information in this Presentation that relates to production targets for the Sulphur Springs Project has been extracted from the ASX Announcement titled "Sulphur Springs DFS Results and Reserve Upgrade" dated 10 October 2018. A copy of that

  7. Slide 7: Woodlawn: A Compelling Acquisition

    WOODLAWN: A COMPELLING ACQUISITION ACQUISITION INCLUDES AN UNDERGROUND MINE, NEW PROCESSING PLANT, SIGNIFICANT JORC RESERVE AND RESOURCE, ALL ESTABLISHED AT A COST OF ~A$340M • Develop has agreed to buy the Woodlawn zinc-copper mine in NSW and the extensive tenement package for $30m upfront plus suc

  8. Slide 8: Overview of Woodlawn Project

    OVERVIEW OF WOODLAWN PROJECT WOODLAWN IS A HIGH-GRADE VMS BASE METAL SYSTEM IN THE WORLD-CLASS LACHLAN FOLD BELT • 250km south-west of Sydney in NSW, Australia Location • 75km north-east of Canberra • 50km south of Goulburn Stage • Under Care & Maintenance since March 2020 • ~A$340m invested to date

  9. Slide 9: Key Transaction Terms

    KEY TRANSACTION TERMS A$30 MILLION UPFRONT CONSIDERATION WITH CONTINGENT PAYMENTS STRUCTURED TO ALIGN WITH SUCCESS • Develop proposes to acquire 100% of the shares in Heron Resources Limited (administrators appointed) (Heron), which owns the Woodlawn Project. • Develop proposes to undertake this acq

  10. Slide 10: Strategic Rationale

    STRATEGIC RATIONALE ACQUISITION CONSISTENT WITH DECARBONISATION VISION AND LEVERAGES DEVELOP’S UNIQUE CAPABILITIES  Consistent with Develop’s strategy of future facing metals (Cu & Zn) in a Tier 1 jurisdiction  World class geology – VMS system with significant potential for inventory growth (lense

  11. Slide 11: History of Woodlawn

    HISTORY OF WOODLAWN LONG PROFITABLE HISTORY OF HIGH GRADE OPERATIONS UNDER SIGNIFICANTLY LOWER COMMODITY PRICES Total production over 20 yrs: 13.8Mt @ 19.7% ZnEq (9.1%Zn, 1.6% Cu, 3.6%Pb) Avg Cu price in 1998 of ~A$1,055/t vs current spot of >A$13,900/t Avg Zn price in 1998 of ~A$660/t vs current sp

  12. Slide 12: Substantial Infrastructure in Place

    SUBSTANTIAL INFRASTRUCTURE IN PLACE ~$340M INVESTED TO DATE – CONSTRUCTION COMPLETED IN 2019 IsaMillTM , Reclaim and Tailings Thickeners Flotation Building Concentrate Filtration & Storage Ball Mill & Administration Classification Fine Ore Bin Assay Laboratory Screening Primary Jaw Crusher Reagent S

  13. Slide 13: Historical Learnings

    HISTORICAL LEARNINGS LEARNINGS FROM WOODLAWN’S HISTORICAL ISSUES TO BE ADDRESSED BY DEVELOP # Heron Historical Key Issues Develop Strategy / Learnings Significant cost overrun and delays on  Project now constructed and infrastructure already in place 1 construction of project  Development only 25m

  14. Slide 14: Exploration Potential

    EXPLORATION POTENTIAL POTENTIAL TO BECOME A LARGE MINERAL SYSTEM AKIN TO GOLDEN GROVE AND ROSEBERY • Large mineral system; multiple lenses on multiple zones – open at depth and along strike • Potential akin to Golden Grove and Rosebery • Untested compared with other VMS mines • Multiple lenses total

  15. Slide 15: In-Mine Growth Potential

    IN-MINE GROWTH POTENTIAL SIGNIFICANT POTENTIAL WITH VARIOUS UNTESTED CONDUCTORS AND OPEN LENSES • Potential for extension of known lenses and for discovery of additional lenses • Very limited step-out drilling historically • Known high-grade lenses remain open • DHEM data confirms untested conductor

  16. Slide 16: Woodlawn Growth Strategy

    WOODLAWN GROWTH STRATEGY DEVELOP TO SPEND ~A$30M OVER 24 MONTHS, FOCUSSING ON GROWING UNDERGROUND INVENTORY • Extensions of deposit is historically under- drilled - Kate lens was only discovered in 2013, c.40yrs post initial discovery • Develop to spend ~A$30m over 24 months on inventory growth and

  17. Slide 17: Woodlawn Growth Strategy

    WOODLAWN GROWTH STRATEGY TARGETING 7-10 YEAR INITIAL MINE LIFE FROM UNDERGROUND SOURCES • Proposed drill drive take-off dewatered, powered, ventilated and ready for development • Allows Develop to drill year round and effectively conduct DHEM (given interference of surface infrastructure without UG

  18. Slide 18: Regional Exploration Potential

    REGIONAL EXPLORATION POTENTIAL SIGNIFICANT REGIONAL LANDHOLDING IN PROSPECTIVE LACHLAN FOLD BELT • Extensive 1,372km2 position over prospective stratigraphy in the highly regarded Lachlan Fold Geological Belt • Proven prospectivity with several historic mining centres • Currawang (10km from Woodlawn

  19. Slide 19: Develop Post Acquisition

    DEVELOP POST ACQUISITION THREE ADVANCED STAGE HIGH GRADE BASE METAL PROJECTS IN A TIER 1 JURISDICTION Acquisition transforms Develop into a  major base metals group centered on future-facing metals in Tier 1 locations Three advanced high-grade base metal  projects in Tier 1 jurisdictions Sulphur S

  20. Slide 20: Develop Post Acquisition

    DEVELOP POST ACQUISITION THREE ADVANCED STAGE HIGH GRADE BASE METAL PROJECTS IN A TIER 1 JURISDICTION WOODLAWN SULPHUR SPRINGS WHIM CREEK Project Woodlawn Cu-Zn-Pb Project Sulphur Springs Cu-Zn-Ag Project Whim Creek Zn-Cu-Pb Ownership 100% Ownership 100% Ownership 20% Location NSW Location WA Locati

  21. Slide 21: Sulphur Springs Project Update – 8 December 2021

    A QUALITY PROJECT FOR THE ENERGY REVOLUTION SULPHUR SPRINGS Project update – 8 December 2021 • This update included the assays from ~25% of the resource/exploration holes drilled in the campaign • Outstanding infill drilling results point to a significant increase in the Indicated Resource. The East

  22. Slide 22: Sulphur Springs Project Update – 10 February 2022

    A QUALITY PROJECT FOR THE ENERGY REVOLUTION SULPHUR SPRINGS Project update – 10 February 2022 • This update included the assays from ~60% of the resource/exploration holes drilled in the campaign 22

  23. Slide 23: Capital Raising Overview

    PRODUCING POTENTIAL CAPITAL RAISING OVERVIEW

  24. Slide 24: Equity Raising Overview

    EQUITY RAISING OVERVIEW DEVELOP IS UNDERTAKING A A$50 MILLION EQUITY RAISING TO FUND THE ACQUISITION AND EXPLORATION AT WOODLAWN • Fully underwritten A$50 million equity raising (“Equity Raise”) comprising: • A$25m institutional placement (“Placement”) under Develop’s Listing Rule 7.1 placement capa

  25. Slide 25: Indicative Equity Raising Timetable

    INDICATIVE EQUITY RAISING TIMETABLE INDICATIVE TIMETABLE FOR THE TRANSACTION IS AS FOLLOWS Event Date Announcement of the Equity Raising and Placement and Institutional Entitlement Offer open Thursday, 17 February 2022 Announce completion of the Placement and Institutional Entitlement Offer Monday,

  26. Slide 26: Appendix A – Key Investment Risks

    APPENDIX A – KEY INVESTMENT RISKS 26

  27. Slide 27: Key Investment Risks

    KEY INVESTMENT RISKS There are a number of risks associated with an investment in New Shares or Develop generally, as with any securities market investment. This section summarises the following key risks: • Risks specific to the business and operations of Develop, the Offer and investment in shares

  28. Slide 28: Key Investment Risks

    KEY INVESTMENT RISKS Proposed Acquisition The Proposed Acquisition will be effected by way of a deed of company arrangement (DOCA), which must be approved by the requisite majorities of creditors of Heron in accordance with the Corporations Act 2001 (Cth). There is a risk that the DOCA will not be a

  29. Slide 29: Key Investment Risks

    KEY INVESTMENT RISKS Regulatory risks Develop’s exploration and development activities are subject to extensive laws and regulations relating to numerous matters including resource licence consents, conditions including environmental compliance and rehabilitation, taxation, employee relations, healt

  30. Slide 30: Key Investment Risks

    KEY INVESTMENT RISKS Potential merger and acquisition activity As part of its current business strategy, Develop may make acquisitions or divestments of, or significant investments in, companies, products, technologies or assets. Develop may also be the subject of a change of control transaction in

  31. Slide 31: Key Investment Risks

    KEY INVESTMENT RISKS Resource and reserve estimates Mineral resource and mineral reserve estimates must comply with the JORC Code, 2012 Edition, and are expressions of judgements based on knowledge, experience and industry practice. Estimates that are valid when made may change significantly when ne

  32. Slide 32: Key Investment Risks

    KEY INVESTMENT RISKS GENERAL RISKS Risks associated with an investment in equity capital There are general risks associated with any investment in equity capital. The trading price of Develop's shares (including the New Shares) may fluctuate with movements in equity capital markets in Australia and

  33. Slide 33: Key Investment Risks

    KEY INVESTMENT RISKS Other general risks The operating and financial performance of Develop is influenced by a variety of general economic and business conditions, including levels of consumer spending, inflation, interest rates and exchange rates, supply and demand, industrial disruption, access to

  34. Slide 34: Appendix B – Foreign Selling Restrictions

    APPENDIX B – FOREIGN SELLING RESTRICTIONS 34

  35. Slide 35: 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

  36. Slide 36: International Offer Restrictions

    INTERNATIONAL OFFER RESTRICTIONS 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 to the public within New Zealand other than to exi

  37. Slide 37: Appendix C – Summary of Key Transaction Agreements

    APPENDIX C – SUMMARY OF KEY TRANSACTION AGREEMENTS 37

  38. Slide 38: Key Terms of the DOCA

    KEY TERMS OF THE DOCA • Develop proposes to acquire 100% of the shares in Heron, which owns the Woodlawn Project, pursuant to a DOCA and an application to transfer all of the shares in Overview Heron under section 444GA of the Corporations Act. • The DOCA extinguishes all historical claims of Heron

  39. Slide 39: Key Terms of the Co-operation Deeds

    KEY TERMS OF THE CO-OPERATION DEEDS • Develop has entered into binding Co-operation Deeds with Nomad, Orion and Castelake (who hold in aggregate more than 50% of the value of the total claims Overview against Heron), pursuant to which those creditors have agreed to vote in favour of the DOCA propose

  40. Slide 40: Key Terms of the Creditors' Trust

    KEY TERMS OF THE CREDITORS’ TRUST • The DOCA requires that a creditors’ trust be formed to accelerate Heron’s exit from administration and result in control of Heron returning to its directors immediately upon effectuation of the DOCA. Overview • The creditors’ trust enables the claims of Heron’s cr

  41. Slide 41: Appendix D – Underwriting Agreement Summary

    APPENDIX D – UNDERWRITING AGREEMENT SUMMARY 41

  42. Slide 42: Underwriting Agreement Summary

    UNDERWRITING AGREEMENT SUMMARY Develop has entered into an underwriting agreement with the Lead Manager (Underwriting Agreement), pursuant to which the Lead Manager is acting as sole lead manager, underwriter and bookrunner of the Equity Raise, subject to the terms and conditions of the Underwriting

  43. Slide 43: Underwriting Agreement Summary

    UNDERWRITING AGREEMENT SUMMARY Qualified termination rights The Lead Manager may terminate its obligations under the Underwriting Agreement if any of the following events occurs, and the Lead Manager has reasonable grounds to believe that the event (1) has had, or is likely to have, a materially adv

  44. Slide 44: Appendix E – Other Information

    APPENDIX E – OTHER INFORMATION 44

  45. Slide 45: Company Overview

    COMPANY OVERVIEW ASX STOCK CODE SHARE PRICE MARKET CAPITALISATION CASH DVP $3.17 $447M $16.5M 140.9m shares on issue No Debt SUBSTANTIAL SHAREHOLDER SUBSTANTIAL SHAREHOLDER BILL BEAMENT 16% MINERAL RESOURCES 15.5% 45

  46. Slide 46: Sulphur Springs Mineral Resources Table

    SULPHUR SPRINGS MINERAL RESOURCES TABLE MINERAL RESOURCES Tonnes Location JORC Classification Cu % Zn % Pb % Ag g/t ('000t) Measured - - - - - Indicated 9,400 1.5 3.8 0.2 17.0 Sulphur Springs Inferred 4,400 1.4 3.7 0.2 18.0 Sub-total 13,800 1.5 3.8 0.2 17.0 Measured - - - - - Indicated 2,300 0.9 5.7

  47. Slide 47: Woodlawn U/G Resources & Reserves

    WOODLAWN U/G RESOURCES & RESERVES Underground - Mineral Resources and Reserves 2019 (7% ZnEq cut-off grade for Polymetallic and 1% Cu cut-off grade for Copper) Measured & Indicated Resource Lens Type Resource Quantity Zn Cu Pb Au Ag Category Mt % % % g/t g/t Polymetallic M+I 2.8 10.1 1.5 3.8 0.6 79

  48. Slide 48: Woodlawn Tailings Resources & Reserves

    WOODLAWN TAILINGS RESOURCES & RESERVES Tailings - Mineral Resources and Reserves 2019 (7% ZnEq cut-off grade for Polymetallic and 1% Cu cut-off grade for Copper) Measured & Indicated Resource Lens Type Resource Quantity Zn Cu Pb Au Ag Category Mt % % % g/t g/t South Dam M+I 3.2 2.5 0.5 1.2 0.3 27 No

  49. Slide 49: Copper Equivalent Calculations

    COPPER EQUIVALENT CALCULATIONS All Copper equivalent (CuEq) figures included in this Presentation are calculated based on the following formula: CuEq % = (Zn grade x Zn price x Zn recovery + Cu grade x Cu price x Zn recovery + Pb grade x Pb price x Pb recovery + Au grade x Au price x Au recovery + A

  50. Slide 50: LOr

    V/ LOr PRODUCING POTENTIAL DEVELOP.COM.AU

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