Aeris Resources : NOTICE OF ANNUAL GENERAL MEETING / PROXY FORM

Notice of Annual General Meeting and Explanatory Memorandum

Aeris Resources Limited ABN 30 147 131 977

Date of Meeting: Friday, 18 November 2016 Time of Meeting: 2:00pm (Brisbane time) Place of Meeting: HopgoodGanim Lawyers

Level 7, Waterfront Place 1 Eagle Street

Brisbane Qld 4000

Notice of Annual General Meeting

Notice is given that the Annual General Meeting of Shareholders of Aeris Resources Limited ABN 30 147 131 977 (Company) will be held at HopgoodGanim Lawyers, Level 7, Waterfront Place, 1 Eagle Street Brisbane, Qld 4000, on Friday 18 November 2016 at 2:00pm (Brisbane time).

Terms used in this Notice of Meeting are defined in Section 6 of the accompanying Explanatory Memorandum.

Agenda ORDINARY BUSINESS Financial Reports

To receive and consider the Company's Annual Report comprising the Directors' Report and Auditors' Report, Directors' Declaration, Statement of Financial Performance, Balance Sheet, Statement of Cashflows and notes to and forming part of the accounts for the Company and its controlled entities for the financial year ended 30 June 2016.

1. Resolution 1 - Remuneration Report

   To consider and, if thought fit, pass the following Resolution as an advisory Resolution:

   "That, the Remuneration Report for the year ended 30 June 2016 (as set out in the Directors Report) is adopted."

   Voting

   The vote on this Resolution 1 is advisory only and does not bind the Directors of the Company.

   Voting Restriction pursuant to Section 250R(4) of the Corporations Act

   A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of either of the following persons:

2. a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report;

3. a Closely Related Party of such a member.

   However, the above persons may cast a vote on Resolution 1 if:

4. the person does so as a proxy; and

5. the vote is not cast on behalf of a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report or a Closely Related Party of such a member; and

6. either

7. the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or

8. the voter is the chair of the meeting and the appointment of the chair as proxy:

9. does not specify the way the proxy is to vote on the resolution; and

10. expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity.

Voting Intentions of Chair

Notice of Annual General Meeting

Shareholders should be aware that any undirected proxies given to the Chair will be cast by the Chair and counted in favour of the Resolution the subject of this Meeting, including Resolution 1, subject to compliance with the Corporations Act.

Further details, in relation to the ability of the Chairman to vote on undirected proxies are set out in the accompanying Explanatory Memorandum.

11. Resolution 2 - Re-election of Mr Michele Muscillo as a Director

    To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution of the Company:

    "That Mr Michele Muscillo, who retires by rotation in accordance with Rule 28.6(a) of the Constitution and, being eligible, offers himself for re-election, be re-elected as a Director."

12. Resolution 3 - Ratification of appointment of Mr Marcus Derwin as a Director

To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution of the Company:

"That, in accordance with Rule 28.3 of the Constitution, Mr Marcus Derwin, a Director appointed by the Board on 18 April 2016, who offers himself for election, be elected as a Director."

GENERAL BUSINESS

To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company.

BY ORDER OF THE BOARD

Mr Robert Brainsbury Company Secretary

6 October 2016

Explanatory Memorandum

1. Introduction

   This Explanatory Memorandum is provided to Shareholders of Aeris Resources Limited ABN 30 147 131 977 (Company) to explain the resolutions to be put to Shareholders at the Annual General Meeting to be held at the offices of HopgoodGanim Lawyers, Level 7, Waterfront Place, 1 Eagle Street Brisbane, Qld 4000, on Friday 18 November 2016, commencing at 2:00pm (Brisbane time).

   The Directors recommend that Shareholders read the accompanying Notice of Meeting and this Explanatory Memorandum in full before making any decision in relation to the Resolutions.

   Terms used in this Explanatory Memorandum are defined in Section 6.

2. Consider the Company's Annual Financial Report

   The Company's Annual Financial Report comprising the Directors' Report and Auditors' Report, Directors' Declaration, Statement of Financial Performance, Balance Sheet, Statement of Cashflows and notes to and forming part of the accounts for the Company and its controlled entities for the financial year ended 30 June 2016 were released to ASX Limited on 29 August 2016.

   The Company's Annual Report is placed before the Shareholders for discussion. No voting is required for this item.

3. Resolution 1 - Remuneration Report
4. Remuneration Report

   In accordance with Section 250R of the Corporations Act, the Board has submitted its Remuneration Report to Shareholders for consideration and adoption by way of a non-binding advisory Resolution.

   The Remuneration Report is set out in the Directors' Report section of the Annual Report for the period ending 30 June 2016.

   The Report:

   • explains the Board's policy for determining the nature and amount of remuneration of executive Directors and senior executives of the Company;

   • explains the relationship between the Board's remuneration policy and the Company's performance;

   • sets out remuneration details for each Director and the most highly remunerated senior executives of the Company; and

   • details and explains any performance conditions applicable to the remuneration of executive Directors and senior executives of the Company.

     A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting.

5. Recommendation

The Board unanimously recommends that Shareholders vote in favour of adopting the Remuneration Report.