SYDNEY, AUSTRALIA: Develop Global Limited (Develop), a diversified mining company, has successfully completed its takeover of Essential Metals Limited (Essential), a gold and base metals explorer, through a scheme of arrangement (the Scheme) that was implemented today.

Under the terms of the Scheme, Develop acquired all of the issued shares in Essential and issued 1 new Develop share for every 6.18 Essential shares held by Essential shareholders as of 5:00pm (AWST) on Monday, 30 October 2023. A total of 43,779,329 new Develop shares were issued and are expected to commence trading on the ASX on a normal settlement basis tomorrow, 7 November 2023.

The Scheme Consideration was not paid to Ineligible Foreign Holders and Non-electing Small Shareholders, who instead received the net proceeds of sale of their entitlements to new Develop shares by a sale agent appointed by Develop.

As a result of the Scheme, the board composition of Essential has changed, with Craig McGown, Warren Hallam, Paul Payne and Timothy Spencer resigning as directors and Bill Beament, Ben MacKinnon and Michael Blakiston joining as new directors.

Essential has applied to be removed from the official list of the ASX, which is expected to take effect on and from close of trading on Tuesday, 7 November 2023. Essential shares were suspended from trading on the ASX since Thursday, 26 October 2023.

The Scheme was approved by Essential shareholders at a meeting held on Friday, 20 October 2023 and by the Federal Court of Australia on Tuesday, 24 October 2023.

Develop and Essential announced the Scheme on Friday, 18 August 2023, stating that the transaction would create a stronger and more diversified company with a portfolio of high-quality assets in Australia and overseas.

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