Ann: Woodlawn Zinc Copper Project Acquisition Presentation, page-8

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• Upfront consideration of A$30 million payable to Heron secured and unsecured creditors on effectuation of the DOCA, comprised of: • A$15 million payable in cash; and
  • A$15 million payable by the issue of approximately 4.78 million new fully paid ordinary shares in Develop, at an issue price of $3.1362 per share (being the 5 trading day VWAP before the date of the agreements with Heron’s secured creditors).
• Aggregate contingent consideration of up to A$70 million payable to Orion as follows (subject to certain milestones being met): • A$12.5 million cash / scrip payable upon definition of 550kt of Zn eqv underground JORC reserves
  • A$7.5 million cash / scrip payable upon definition of 680kt of Zn eqv underground JORC reserves
  • A$20.0 million cash / scrip payable upon a positive final investment decision in respect of the Woodlawn Project
  • A$30.0 million cash / scrip payable upon 18 months of continuous commercial production at the Woodlawn Project
• Develop can elect to satisfy the contingent consideration in cash, Develop fully paid ordinary shares or a combination of both. Any issue of shares under
  the contingent consideration is subject to Develop shareholder approval, and will be at deemed issue prices based on the 5 trading day VWAP prior to the relevant milestone being met.