Aeris Resources : Becoming a substantial holder

Form 603

Corporations Act 2001

Section 6718

Notice of initial substantial holder

603 GUIDE page 1/1 13 March 2000

To Company Name/Scheme

AERIS RESOURCES LIMITED

ACN/ARSN

147 131 977

1. Details of substantial holder (1)

   Name

   BCC Launchpad, L.P.; BCC Launchpad Investors, LLC as general partner of BCC Launchpad, L.P.; Bain Capital Credit Member II. Ltd.; Bain Capital Credit Member II LLC; BCC Special Situations Holdings I, L P.; and each of the Associates listed in Annexure A.

   ACN/ARSN (if applicable) n/a

   The holder became a substantial holder on

   29/07/2016

2. Details of voting power

   The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows :

   Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
   ORDINARY FULLY PAID SHARES	21,4 • 66 374	21,466,374	15.32%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest		Nature of relevant interest (7)	Class and number of securities
BCC Launchpad, L.P.		Taken under section 608(1)(a) and 608(8) of the Corporations Act to have a relevant interest as purchaser of securities pursuant to a share sale and purchase agreement of 26 pages dated 29 July 2016 a copy of which accompanies this notice and is marked Annexure B.	21,466,374 SHARES	FULLY	PAID	ORDINARY
BCC Launchpad general partner L.P.	investors, LLC as of BCC Launchpad	Taken under section 608(1)(b) and (c) and 608(8) of the Corporations Act to have a relevant interest by reason of having control of the securities as general partner of BCC Launchpad L.P. Also taken under section 608(1)(a) and 608(8) of the Corporations Act to have a relevant interest by reason of its joint interest as a partner of BCC Launchpad, L.P.	21,466,374 SHARES	FULLY	PAID	ORDINARY
Bain Capital Credit Member II, Ltd.		Taken under section 608(1)(b) and (c) and 608(8) of the Corporations Act to have a relevant interest by reason of having control of the securities as sole member and manager of BCC Launchpad Investors, LLC. Also taken under section 608(3)(b) to have the same relevant interest as BCC Launchpad Investors, LLC.	21,466,374 SHARES	FULLY	PAID	ORDINARY
Bain Capital Credit Member 11, LLC		Taken under section 608(1)(b) and (c) and 608(8) of the Corporations Act to have a relevant interest by reason of having control of the securities as sole member of Bain Capital Credit Member II, Ltd. Also taken under section 608(3)(b) to have the same relevant interest as BCC Launchpad Investors, LLC as general partner of BCC Launchpad L.P.	21,466 ,374 SHARES	FULLY	PAID	ORDINARY
BCC Special Situations Holdings I, L.P. (as a limited partner of BCC Launchpad L.P.)		Taken under section 608(1)(a) and 608(8) of the Corporations Act to have a relevant interest by reason of its joint interest as partner of BCC Launchpad, L.P.	21,466,374 SHARES	FULLY	PAID	ORDINARY

1. Details of present registered holders

   The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

   Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
   BCC Launchpad, L.P.	Standard Chartered Private Equity Limited	BCC Launchpad, L.P. (or its nominee)	21,466,374 FULLY PAID ORDINARY SHARES
   BCC Launchpad Investors, LLC as general partner of BCC Launchpad L.P.	Standard Chartered Private Equity Limited	BCC Launchpad, L.P. (or its nominee)	21,466,374 FULLY PAID ORDINARY SHARES
   Bain Capital Credit Member II, Ltd.	Standard Chartered Private Equity Limited	BCC Launchpad, L.P. (or its nominee)	21,466,374 FULLY PAID ORDINARY SHARES
   Bain Capital Credit Member II, LLC	Standard Chartered Private Equity Limited	BCC Launchpad, L.P. (or its nominee)	21,466,374 FULLY PAID ORDINARY SHARES
   BCC Special Situations Holdings I, L.P. (as a limited partner of BCC Launchpad L.P.)	Standard Chartered Private Equity Limited	BCC Launchpad, L.P. (or its nominee)	21,466,374 FULLY PAID ORDINARY SHARES

2. Consideration

   Holder of relevant interest	Date of acquisition	Consideration (9)	Class and number of securities
   BCC Launchpad, L.P.	29/07/2016	US$500,000	21,466,374 FULLY PAID ORDINARY SHARES
   BCC Launchpad Investors, LLC as general partner of BCC Launchpad L.P.	29/07/2016	n/a	21,466,374 FULLY PAID ORDINARY SHARES
   Bain Capital Credit Member II, Ltd.	29/07/2016	n/a	21,466,374 FULLY PAID ORDINARY SHARES
   Bain Capital Credit Member 11, LLC	29/07/2016	n/a	21,466,374 FULLY PAID ORDINARY SHARES
   BCC Special Situations Holdings I, L.P. (as a limited partner of BCC Launchpad L.P.)	29/07/2016	n/a	21,466,374 FULLY PAID ORDINARY SHARES

   The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

3. Associates

   The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

   Name and ACN/ARSN (if applicable)	Nature of association
   N/A	N/A

4. Addresses

   The addresses of persons named in this form are as follows:

   Name	Address
   BCC Launchpad, L.P.	c/o Bain Capital Credit, L.P., 200 Clarendon Street, 02116 Boston, USA
   BCC Launchpad Investors, LLC as general partner of BCC Launchpad L.P.	c/o Maples Fiduciary Services (Delaware) Inc., 4001 Kennett Pike, Suite 302, Wilmington, DE 19807
   Bain Capital Credit Member II, Ltd.	c/o Maples Corporate Services Limited, Ugland House, PO Box 309, South Church Street, George Town, Grand Cayman, KY1-1104, Cayman Islands
   Bain Capital Credit Member II, LLC	4001 Kennett Pike, Suite 302, Wilmington, DE 19807
   BCC Special Situations Holdings I, L.P. (as a limited partner of BCC Launchpad L.P.)	c/o Bain Capital Credit, L.P., 200 Clarendon Street, 02116 Boston, USA
   Associates	See Annexure A

   Signature

   print name

   sign here

   s capacity

   date

   DIRECTIONS

5. If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.

6. See the definition of "associate" in section 9 of the Corporations Act 2001.

7. See the definition of "relevant interest" in sections 608 and 6718(7) of the Corporations Act 2001.

8. The voting shares of a company constitute one class unless divided into separate classes.

9. The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

10. The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

11. Include details of:

12. any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 6718(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

13. any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

    See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

14. If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown.'"

15. Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

16. BCC LAU NCH PAD, LP.

    s;9oed,h

    AN N EXURE A - ASSOCIATES

    This is Annexure A of 1 page, referred to in Form 603 - Notice of Substantial Holder

    Name: o V lC MA.A AJvS

    Capacity: Av-rn O'l l.SEu> r(. E f .( clJ"TA 11l.llS

    Date:

    Lt - os - l(..

    The following persons are substantial holders as associates of BCC Launchpad, L.P., which has a relevant interest in the securities. The association arises by virtue of section 12(2)(c) of the Corporations Act by all acting in concert in relation to the ownership of the shares in Aeris Resources Limited.

    Name	Address
    Bain Capital Credit Member, LLC	c/o Maples Fiduciary Services (Delaware) Inc., 4001 Kennett Pike, Suite 302, Wilmington, DE 19807
    Bain Capital Distressed and Special Situations 2016 Investors (A), L.P.	c/o Maples Fiduciary Services (Delaware) Inc., 4001 Kennett Pike, Suite 302, Wilmington, DE 19807
    Bain Capital Distressed and Special Situations 2016 Investors (B), L.P.	c/o Maples Fiduciary Services (Delaware) Inc., 4001 Kennett Pike, Suite 302, Wilmington, DE 19807
    Bain Capital Distressed and Special Situations 2016 Investors (F), L.P.	c/o Maples Fiduciary Services (Delaware) Inc., 4001 Kennett Pike, Suite 302, Wilmington, DE 19807
    Bain Capital Distressed and Special Situations 2016 Investors (G), L.P.	c/o Maples Fiduciary Services (Delaware) Inc., 4001 Kennett Pike, Suite 302, Wilmington, DE 19807
    Bain Capital Distressed and Special Situations 2016 (A), L.P.	c/o Maples Fiduciary Services (Delaware) Inc., 4001 Kennett Pike, Suite 302, Wilmington, DE 19807
    Bain Capital Distressed and Special Situations 2016 (B Master), L.P.	c/o Maples Fiduciary Services (Delaware) Inc., 4001 Kennett Pike, Suite 302, Wilmington, DE 19807
    Bain Capital Distressed and Special Situations 2016 (F), L.P.	c/o Maples Fiduciary Services (Delaware) Inc., 4001 Kennett Pike, Suite 302, Wilmington, DE 19807
    Bain Capital Distressed and Special Situations 2016 (G), L.P.	c/o Maples Fiduciary Services (Delaware) Inc., 4001 Kennett Pike, Suite 302, Wilmington, DE 19807
    BCC Distressed & Special Situations (F) Holdings, L.P.	c/o Maples Corporate Services Limited, Ugland House, PO Box 309, South Church Street, George Town, Grand Cayman, KY1- 1104, Cayman Islands
    BCC Distressed & Special Situations (G) Holdings, L.P.	c/o Maples Corporate Services Limited, Ugland House, PO Box 309, South Church Street, George Town, Grand Cayman, KY1- 1104, Cavman Islands
    Bain Capital Credit Member Ill, LLC	4001 Kennett Pike, Suite 302, Wilmington, DE 19807
    Sankaty Credit Member Ill, Ltd.	c/o Maples Corporate Services Limited, Ugland House, PO Box 309, South Church Street, George Town, Grand Cayman, KY1- 1104, Cayman Islands
    Sankaty Credit Member Ill, S.a r.l.	4 rue Lou Hemmer, L-1748 Findel, Luxembourg
    Sankaty Credit Opportunities Investors VI-EU, L.P.	4 rue Lou Hemmer, L-1748 Findel, Luxembourg
    Sankatv Credit Opportunities VI EU (Master), L.P.	4 rue Lou Hemmer, L-1748 Findel, Luxembourg
    Standard Chartered Bank	1 Basinghall Avenue, London, EC2V 5DD, United Kingdom