Aeris Resources : TRANSFORMATIONAL ACQUISITION AND EQUITY RAISE PRESENTATION

Transformational Acquisition and Capital Raise

28 April 2022

This investor presentation is dated 28 April 2022 and has been prepared by Aeris Resources Limited ("Aeris" or the "Company"). By attending an investor presentation or briefing, or accepting, accessing or reviewing this presentation, you acknowledge and agree to the terms set out below.

This presentation has been prepared in relation to:

• a. Aeris' acquisition ("Acquisition") of Round Oak Minerals Pty Ltd ("Round Oak" or "ROM") from Washington H. Soul Pattinson and Company Limited ("WHSP"); and

• b. An accelerated non-renounceable entitlement offer of new fully paid ordinary shares in Aeris ("New Shares") to be made to eligible institutional and retail shareholders of Aeris under section 708AA of the Corporations Act 2001 (Cth)

  ("Corporations Act") as modified by Australian Securities and Investments Commission ("ASIC") Corporations (Non-Trading Rights Issues) Instrument 2016/84 and ASIC Corporations (Disregarding Technical Relief) Instrument 2016/73 ("Entitlement Offer") and a placement of New Shares to certain 'sophisticated' and 'professional' investors (as defined under the Corporations Act) under section 708A of the Corporations Act ("Placement" and together with the Entitlement Offer, the

  "Capital Raising" or "Offer").

Summary information

This presentation is for information purposes only and should be read in conjunction with the most recent financial reports and other documents lodged by Aeris with the Australian Securities Exchange ("ASX") in connection with its continuous disclosure obligations. This presentation does not purport to contain all of the information that an investor should consider when making an investment decision nor does it contain all of the information which would be required in a product disclosure statement or prospectus prepared in accordance with the requirements of the Corporations Act.

The information contained in this presentation is a summary only and has been sourced partly from the sellers of Round Oak and its representatives and associates, including as part of the due diligence process that Aeris undertook in respect of the Transaction.

While steps have been taken to confirm the information included in the presentation, Aeris has not been able to verify the accuracy, reliability or completeness of all such information and makes no representation or warranty, express or implied, as to the fairness, accuracy, correctness, completeness or adequacy of the information in this presentation. Other market and industry data used in this presentation may have been obtained from research, surveys or studies conducted by third parties, including industry or general publications. Neither Aeris nor its advisers or representatives have independently verified any such market or industry data provided by third parties or industry or general publications.

No reliance should be placed on the information or opinions contained in this presentation, which are provided as at the date of this presentation (unless otherwise stated) and to the maximum extent permitted by law, Aeris has no obligation to update the information contained in this presentation.

Not financial product advice or offer

This presentation is not intended as investment or financial advice (nor as tax, accounting or legal advice) and should not be treated as such. It is not a recommendation to acquire New Shares and has been prepared without taking into account the objectives, financial situation and particular needs of individuals. Nor is the presentation a prospectus, product disclosure statement or other offering document under Australian law (or any other law), but is simply to provide an overview to allow prospective investors to decide whether to carry out their own independent investigations and seek their own advice before making a decision whether to invest in Aeris. This presentation will not form part of any agreement or commitment for the acquisition of any of the Company's securities.

The retail offer booklet for the offer of new shares to retail shareholders under the Entitlement Offer will be available following its lodgement with ASX. Any eligible retail shareholder in Australia or New Zealand who wishes to participate in the Entitlement Offer should consider the retail offer booklet before deciding whether to apply under that offer.

To the maximum extent permitted by law, Aeris and its officers, employees and agents disclaim all liability and responsibility (including without limitation any liability arising from fault or negligence on the part of Aeris, its officers, employees and agents) for any direct or indirect loss or damage which may be suffered by any recipient through use of or reliance on anything contained in or omitted from this presentation. In making an investment decision, investors must rely on their own examination of Aeris including the merits and risks involved. An investment in securities is subject to known and unknown risks, some of which are beyond the control of Aeris. Prospective investors should have regard to section 6 (Key Risks) of this presentation when making their investment decision. Investors should consult with their own legal, tax, business and/or financial advisors in connection with any acquisition of securities.

The distribution of this presentation in jurisdictions outside Australia may be restricted by law and any such restrictions should be observed. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

Particularly, this announcement has been prepared for publication in Australia and may not be released to US wire services or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws. Refer to Section 6 of this presentation for further details about international offer restrictions.

Investment risk

All investments in securities are subject to known and unknown risks, including an investment in Aeris shares. Some of these risks are beyond the control of Aeris and its directors and officers, and Aeris does not guarantee any particular rate of return or level of performance. You should consider the risk factors outlined in Section 5 of this presentation when deciding whether or not to invest in Aeris. Cooling off rights do not apply to the acquisition of New Shares.

Financial information

All financial information set out in this presentation is expressed in Australian Dollars unless stated otherwise.

Investors should be aware that certain financial measures included in this presentation are "non-IFRS financial information" under ASIC Regulatory Guide 230: "Disclosing non-IFRS financial information" published by ASIC and also "Non-GAAP financial measures" within the meaning of Regulation G under the US Securities Exchange Act of 1934 and are not recognised under the AAS or IFRS. Aeris believes the non-IFRS financial information and non-GAAP financial measures provide useful information to users in measuring the financial performance and condition of Aeris. However, investors should note that the non-IFRS financial information and non-GAAP financial measures do not have standardised meanings prescribed by AAS or IFRS. Therefore, the non-IFRS financial information is not a measure of financial performance, liquidity or value under the IFRS and may not be comparable to similarly titled measures presented by other entities, nor should the information be construed as an alternative to other financial measures determined in accordance with AAS or IFRS. Investors are cautioned, therefore, not to place undue reliance on any non-IFRS financial information included in this presentation.

Any pro-forma historical financial information contained in this presentation is provided for illustrative purposes only and does not necessarily indicate Aeris' future financial position and/or performance or any scale benefits, synergies or opportunities that may be realised as a result of the Transaction. Such information has been prepared by Aeris in reliance on information that was provided to Aeris by Round Oak (or its representatives) and, as stated earlier, although steps have been taken to confirm the information, Aeris has not been able to verify the accuracy, reliability or completeness of all such information. Such information, which has not been audited or reviewed in accordance with the Australian Accounting Standards ("AAS"), has not been prepared in accordance with the disclosure requirements prescribed by the AAS, nor does it purport to be in compliance with any Australian or foreign rules or regulations.

Further, certain figures, amounts, percentages, estimates and calculations provided in this presentation are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in this presentation.

Past performance

Investors should be aware that past performance, including past share price performance of Aeris and pro-forma financial information given in this presentation, provides no guidance as to (and should not be relied upon as an indicator of) the future financial performance of Aeris. None of the information made available to you under this presentation is, or shall be relied upon as, a promise, representation, warranty or guarantee, whether as to the past, present or future.

Future performance and forward-looking statements

This presentation contains certain 'forward-looking' statements, opinions and estimates, which are based on assumptions and contingencies that are subject to change without notice and involve known and unknown risks and uncertainties beyond the control of Aeris and its officers. This includes statements about market and industry trends, which are based on interpretations of current market conditions.

Indications of, and guidance on, future earnings and financial position and performance and any synergies of the combined businesses following the Transaction are forward-looking statements. As are statements containing the words "expect", "anticipate", "estimate", "intend", "believe", "guidance", "should", "could", "may", "will", "predict", "plan" and other similar expressions.

Forward-looking statements are based on information available to Aeris as at the date of this presentation, and should not be relied upon as an indication or guarantee of future performance. Except as required by law or regulation (including the ASX Listing Rules), none of Aeris, its representatives or advisers undertakes any obligation to provide any additional or updated information whether as a result of a change in expectations or assumptions, new information, future events or results or otherwise.

Investors are strongly cautioned against placing undue reliance on forward-looking statements, especially considering the current economic climate and significant volatility, uncertainty and disruption caused by recent world events such as the COVID-19 pandemic and international hostilities and associated economic changes.

Disclaimer

To the maximum extent permitted by law, Aeris and the Lead Manager (Bell Potter Securities Limited) and each of their respective related bodies corporate, shareholders and affiliates, and each of their respective officers, directors, partners, employees, representatives, affiliates, agents, consultants and advisers (each a "Limited Party"):

• • expressly disclaim any and all responsibility and liability (including, without limitation, any liability arising from fault, negligence or negligent misstatement) for any direct, indirect, consequential or contingent loss or damage arising from this presentation or reliance on anything contained in or omitted from it or otherwise arising in connection with this presentation;

• • disclaim any obligations or undertaking to release any updates or revisions to the information in this presentation; and

• • do not make any representation or warranty, express or implied, as to the accuracy, reliability, completeness or fairness of the information, opinions and conclusions contained in this presentation or that this presentation contains all material information about Aeris or the Transaction or that a prospective investor or purchaser may require in evaluating a possible investment in Aeris or acquisition of shares in Aeris, or likelihood of fulfilment of any forward-looking statement or any event or results expressed or implied in any forward-looking statement.

The Lead Manager and its Limited Parties have not authorised, permitted or caused the issue, lodgement, submission, dispatch or provision of this presentation and do not make or purport to make, and has not verified, any statement in this presentation and there is no statement in this presentation that is based on any statement by any of those parties. Neither the Lead Manager nor any of its Limited Parties accepts any fiduciary obligations owed to or relationship with any investor or potential investor in connection with the Offer or otherwise and, by accepting this presentation, each recipient expressly disclaims that they are in a fiduciary relationship with any of those parties.

The Lead Manager, together with its affiliates, is a full-service financial institution engaged in various activities, which may include trading, financing, financial advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services including for which they have received or may receive customary fees and expenses or other transaction consideration. In the course of these activities, the Lead Manager and its affiliates may at any time for their own account and for the accounts of their clients make or hold investments in equity securities or other financial products of Aeris or their affiliates, and receive customary fees and expenses or other transaction consideration in respect of such activities. The Lead Manager is acting as the lead manager, bookrunner and underwriter of the Offer and will receive fees and expenses for acting in this capacity.

You acknowledge and agree that the eligibility of investors for the purposes of the Offer is determined by reference to a number of matters (including legal and regulatory requirements, logistical and registry constraints and the discretion of Aeris and the Lead Manager), and each of Aeris and the Lead Manager disclaim any duty or liability (including for negligence) in respect of the exercise or otherwise of that discretion, to the maximum extent permitted by law. The Lead Manager may rely on information provided by or on behalf of institutional investors in connection with managing, conducting and underwriting the Offer without having independently verified that information and the Lead Manager does not assume responsibility for the fairness, currency, accuracy, reliability or completeness of that information.

The information in the presentation remains subject to change without notice. Aeris and the Lead Manger reserves the right to withdraw or vary the timetable for the Offer without notice.

Financial Data

Investors should also note that the pro forma historical financial information is for illustrative purpose only and does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the U.S. Securities and Exchange

Commission (the "SEC").

This presentation includes certain financial measures that are not recognised under the Australian Accounting Standards ("AAS") or International Financial Reporting Standards ("IFRS") and is referred to as "non-IFRS financial information" under ASIC

Regulatory Guide 230: Disclosing non-IFRS financial information and investors should be aware that certain financial information included in this presentation are "non-AIFRS" and "non-GAAP" financial measures under Regulation G of the U.S. Securities Exchange Act of 1934, as amended.

These non-AIFRS /non-GAAP financial measures do not have a standardised meaning prescribed by Australian Accounting Standards and therefore may not be comparable to similarly titled measures presented by other entities, and should not be construed as an alternative to other financial measures determined in accordance with Australian Accounting Standards. Although Aeris believes that these measures provide useful information about the financial performance of Aeris, these measures (1) may not be comparable to similarly titled measures presented by other entities; (2) should not be construed as an alternative to other financial measures prepared and presented in accordance with AAS; and (3) are not a measure of performance, liquidity or value under the IFRS. Accordingly, investors should not place undue reliance on these non-IFRS financial measures included in this presentation.

JORC code

It is a requirement of the ASX Listing Rules that the reporting of ore reserves and mineral resources in Australia comply with the Joint Ore Reserves Committee's Australasian Code for Reporting of Mineral Resources and Ore Reserves ("JORC Code").

Investors outside Australia should note that while ore reserve and mineral resource estimates of the Company in this document comply with the JORC Code (such JORC Code-compliant ore reserves and mineral resources being "Ore Reserves" and "Mineral Resources" respectively), they may not comply with the relevant guidelines in other countries and, in particular, do not comply with (i) National Instrument 43-101 (Standards of Disclosure for Mineral Projects) of the Canadian Securities Administrators (the "Canadian NI 43-101 Standards"); or (ii) Item 1300 of Regulation S-K, which governs disclosures of mineral reserves in registration statements filed with the SEC. Information contained in this document describing mineral deposits may not be comparable to similar information made public by companies subject to the reporting and disclosure requirements of Canadian or US securities laws.

Tritton Copper Operations Production Target

The presentation includes references to a Production Plan ("Tritton Production Target") for the Company's Tritton Copper Operations. The Tritton Production Targets referred to in this presentation are based on:

• • Ore Reserve 44%

• • Measured Resource 4%

• • Indicated Resource 20%

• • Inferred Resource 29%

• • Exploration Target 2%

Stockman Production Target

The presentation includes references to Production Targets ("Stockman Production Target") for the Round Oak Stockman Development Project. The Stockman Production Target referred to in this presentation is based on 100% Probable Ore Reserves.

Production Targets Cautionary Statement

The Ore Reserve and Mineral Resource estimates (refer Appendix A) underpinning the Stockman and Tritton Production Targets (refer to slides 28, 31 and 33) were prepared by a Competent Person in accordance with the JORC Code 2012. All material assumptions on which the Production Targets are based is provided in Appendix C.

In respect of the Tritton Production Target, there is low level of geological confidence associated with Inferred Mineral Resources and there is no certainty that further exploration work will result in the determination of Indicated Mineral Resources or that the Tritton Production Target will be realised. The potential quantity and grade of the Exploration Target is conceptual in nature. In respect of the Exploration Target used in the Tritton Production Target, there has been insufficient exploration to determine a Mineral Resource and there is no certainty that further exploration work will result in the determination of Mineral Resources or that the Tritton Production Target itself will be realised. The stated Tritton Production Target is based on Aeris' current expectations of future results or events and should not be solely relied upon by investors when making investment decisions. Further evaluation work and appropriate studies are required to establish sufficient confidence that this target will be met. Aeris confirms that inclusion of 31% of tonnage (29% Inferred Mineral Resources and 2% Exploration target) is not the determining factor of the project viability. Aeris is satisfied, therefore, that the use of Inferred Mineral Resources and Exploration Target in the Tritton Production Target is reasonable.

The modifying factors used in the estimation of the Ore Reserve were also applied to the Mineral Resources in the generation of the Production Targets.