AERIS RESOURCES LIMITED — Investor Presentation 2021

Jun 10, 2021

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10 June 2021 Presented by Andre Labuschagne

Aeris Placement June 2021

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Important notice and disclaimer

This presentation may contain certain statements and projections provided by or on behalf of Aeris Resources Limited ( Aeris ) with respect to the anticipated future undertakings. These forwardlooking statements reflect various assumptions by or on behalf of Aeris.

Accordingly, these statements are subject to significant business, economic and competitive uncertainties and contingencies associated with the mining industry which may be beyond the control of Aeris which could cause actual results or trends to differ materially, including but not limited to price and currency fluctuations, geotechnical factors, drilling and production results, development progress, operating results, reserve estimates, legislative, fiscal and regulatory developments, economic and financial markets conditions in various countries, approvals and cost estimates, environmental risks, ability to meet funding requirements, share price volatility. Accordingly, there can be no assurance that such statements and projections will be realised. Aeris makes no representations as to the accuracy or completeness of any such statement of projections or that any forecasts will be achieved.

Additionally, Aeris makes no representation or warranty, express or implied, in relation to, and no responsibility or liability (whether for negligence, under statute or otherwise) is or will be accepted by Aeris or by any of their respective officers, directors, shareholders, partners, employees, or advisers as to or in relation to the accuracy or completeness of the information, statements, opinions or matters (express or implied) arising out of, contained in or derived from this presentation or any omission from this presentation or of any other written or oral information or opinions provided now or in the future to any interested party or its advisers. In furnishing this presentation, Aeris undertakes no obligation to provide any additional or updated information whether as a result of new information, future events or results or otherwise.

Nothing in this material should be construed as either an offer to sell or a solicitation of an offer to buy or sell securities. It does not include all available information and should not be used in isolation as a basis to invest in Aeris.

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Aeris Placement June 2021

This Investor Presentation has been prepared by Aeris Resources Limited ACN 147 131 977.

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By attending an investor presentation or briefing, or accepting or viewing this Presentation, you acknowledge and agree to the terms set out below.

This Presentation has been prepared in relation to a placement of new fully paid ordinary shares in the Company (New Shares) to institutional investors and certain existing institutional shareholders under section 708 of the Corporations Act 2001 (Cth) (Corporations Act).

This Presentation is for information purposes only and is a summary only. It should be read in conjunction with the Company’s most recent financial report and the Company’s other periodic and continuous disclosure information lodged with the Australian Securities Exchange (ASX), which is available at www.asx.com.au. The content of this Presentation is provided as at the date of this Presentation (unless otherwise stated). Reliance should not be placed on information or opinions contained in this Presentation and, subject only to any legal obligation to do so, the Company does not have any obligation to correct or update the content of this Presentation.

Not financial product advice or offer

This Presentation does not purport to contain all information necessary to make an investment decision, is not intended as investment or financial advice (nor tax, accounting or legal advice), must not be relied upon as such and does not and will not form any part of any contract or commitment for the acquisition of New Shares. Any decision to buy or sell securities or other products should be made only after seeking appropriate financial advice. This Presentation is of a general nature and does not take into consideration the investment objectives, financial situation or particular needs of any particular investor.

Any investment decision should be made solely on the basis of your own enquiries. Before making an investment in the Company, you should consider whether such an investment is appropriate to your particular investment objectives, financial situation or needs. The Company is not licensed to provide financial product advice in respect of its shares.

This Presentation is for information purposes only and is not a prospectus, product disclosure statement or other offering document under Australian law or any other law (and will not be lodged with the Australian Securities and Investments Commission (ASIC) or any other foreign regulator). This Presentation is not, and does not constitute, an invitation or offer of securities for subscription, purchase or sale in any jurisdiction.

The distribution of this Presentation in jurisdictions outside Australia may be restricted by law and you should observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. In particular, this Presentation may not be distributed or released in the United States. The New Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (U.S. Securities Act), or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the United States, unless they have been registered under the U.S. Securities Act (which the Company has no obligation to do or procure) or are offered or sold in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable U.S. state securities laws.

Refer to slide 5 and 6 of this Presentation for further details about international offer restrictions.

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Investment risk

An investment in the Company shares is subject to known and unknown risks, some of which are beyond the control of the Company and its Directors.

The Company does not guarantee any particular rate of return or the performance of the Company nor does it guarantee any particular tax treatment. You should have regard to the risk factors outlined in Appendix A: Risks of this Presentation when making your investment decision. Cooling off rights do not apply to the acquisition of Placement shares.

Financial information

All financial information in this Presentation is in Australian dollars ($or AUD) unless otherwise stated. This Presentation includes certain pro forma financial information. Any such pro forma historical financial information provided in this Presentation is for illustrative purposes only and is not represented as being indicative of the Company’s views on its, nor anyone else’s, future financial position and/or performance. Any pro forma historical financial information has been prepared by the Company in accordance with the measurement and recognition principles, but not the disclosure requirements, prescribed by the Australian Accounting Standards (AAS).

Past performance

Past performance, including past share price performance of the Company and pro forma financial information given in this Presentation, is given for illustrative purposes only and should not be relied upon as (and is not) an indication of the Company’s views on its future financial performance or condition. Past performance of the Company cannot be relied upon as an indicator of (and provides no guidance as to) the future performance of the Company. Nothing contained in this Presentation nor any information made available to you is, or shall be relied upon as, a promise, representation, warranty or guarantee, whether as to the past, present or future.

Disclaimer

The Joint Lead Managers, the Company and their respective related bodies corporate and other affiliates, and their respective directors, employees, consultants and agents (Company and [Joint Lead Manager] Group) make no representation or warranty, express or implied, as to the accuracy, completeness, timeliness or reliability of the contents of this presentation, or any omission from this presentation. To the maximum extent permitted by law, no member of the Company and Joint Lead Manager Group accepts any liability (including, without limitation, any liability arising from fault or negligence on the part of any of them) for any loss whatsoever arising from the use of this presentation or its contents or otherwise arising in connection with it.

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This presentation contains forward-looking statements, forecasts, estimates and projections regarding the Company and its operations (“Forward-looking Statements”). Forward-looking statements can be identified by the use of forward-looking language such as “plans”, “expects”, “budgets”, “forecasts”, “anticipates”, “believes”, or variations thereof, and statements that relate to certain actions or results “may”, “could”, “would”, “will occur”, or “will be achieved”. Forward-looking Statements are based on the opinions and estimates of the Company as at the date such statements are made and are subject to known and unknown risks that may cause the actual performance of the Company to be materially different from those expressed or implied by such Forward-looking Statements. Although the Company has attempted to identify and account for these risks, there can be no assurance that Forward-looking Statements will prove to be accurate. No independent third party has reviewed the reasonableness of any such Forward-looking Statements or assumptions. No member of the Company and Joint Lead Manager Group represents or warrants that such Forward-looking Statements will be achieved or will prove to be correct. Actual future results and operations could vary materially from the Forward-looking Statements. Similarly, no representation or warranty is made that the assumptions on which the Forward-looking Statements are based may be reasonable. No audit, review or verification has been undertaken by the Company and Joint Lead Manager Group or an independent third party of the assumptions, data, results, calculations and forecasts presented or referred to in this presentation.

Accordingly, Recipients should not place undue reliance on Forward-looking Statements contained in this Presentation. The Company does not undertake to update any forward-looking statements except in accordance with applicable securities laws.

The Recipient acknowledges that neither it, the Company nor the Joint Lead Managers intends that the Company and the Joint Lead Managers act or be responsible as a fiduciary to the Recipient, its management, stockholders, creditors or any other person. Each of the Recipient, the Company and the Joint Lead Managers, by accepting and providing this presentation respectively, expressly disclaims any fiduciary relationship and agrees that the recipient is responsible for making its own independent judgments with respect to any transaction and any other matters regarding this presentation.

Members of the Company and Joint Lead Manager Group may have interests in the securities and other investment products referred to in the presentation, including being directors of, or may have or may in the future act in various roles including as underwriter, dealer, broker, lender or financial advisor to their issuers and may receive fees, brokerage or commission for acting in those capacities.

Further, the Joint Lead Managers may act as a market maker or buy or sell those securities and other investment products as principal or agent and as such may effect transactions which are not consistent with this information.

International Offer Restrictions

This document does not constitute an offer of new ordinary shares ("New Shares") of the Company in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Shares may not be offered or sold, in any country outside Australia except to the extent permitted below.

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Hong Kong

WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong Kong to authorise or register this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New Shares have not been and will not be offered or sold in Hong Kong other than to "professional investors" (as defined in the SFO and any rules made under that ordinance).

No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors. No person allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities. The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.

Singapore

This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.

This document has been given to you on the basis that you are (i) an "institutional investor" (as defined in the SFA) or (ii) an "accredited investor" (as defined in the SFA). If you are not an investor falling within one of these categories, please return this document immediately. You may not forward or circulate this document to any other person in Singapore. Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

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Canada (British Columbia, Ontario and Quebec provinces)

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This document constitutes an offering of New Shares only in the Provinces of British Columbia, Ontario and Quebec (the "Provinces"), only to persons to whom New Shares may be lawfully distributed in the Provinces, and only by persons permitted to sell such securities. This document is not a prospectus, an advertisement or a public offering of securities in the Provinces. This document may only be distributed in the Provinces to persons who are "accredited investors" within the meaning of National Instrument 45-106 – Prospectus Exemptions, of the Canadian Securities Administrators.

No securities commission or authority in the Provinces has reviewed or in any way passed upon this document, the merits of the New Shares or the offering of the New Shares and any representation to the contrary is an offence.

No prospectus has been, or will be, filed in the Provinces with respect to the offering of New Shares or the resale of such securities. Any person in the Provinces lawfully participating in the offer will not receive the information, legal rights or protections that would be afforded had a prospectus been filed and receipted by the securities regulator in the applicable Province. Furthermore, any resale of the New Shares in the Provinces must be made in accordance with applicable Canadian securities laws. While such resale restrictions generally do not apply to a first trade in a security of a foreign, non-Canadian reporting issuer that is made through an exchange or market outside Canada, Canadian purchasers should seek legal advice prior to any resale of the New Shares.

The Company as well as its directors and officers may be located outside Canada and, as a result, it may not be possible for purchasers to effect service of process within Canada upon the Company or its directors or officers. All or a substantial portion of the assets of the Company and such persons may be located outside Canada and, as a result, it may not be possible to satisfy a judgment against the Company or such persons in Canada or to enforce a judgment obtained in Canadian courts against the Company or such persons outside Canada.

Any financial information contained in this document has been prepared in accordance with Australian Accounting Standards and also comply with International Financial Reporting Standards and interpretations issued by the International Accounting Standards Board. Unless stated otherwise, all dollar amounts contained in this document are in Australian dollars.

Statutory rights of action for damages and rescission. Securities legislation in certain Provinces may provide a purchaser with remedies for rescission or damages if an offering memorandum contains a misrepresentation, provided the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s Province. A purchaser may refer to any applicable provision of the securities legislation of the purchaser’s Province for particulars of these rights or consult with a legal adviser.

Certain Canadian income tax considerations. Prospective purchasers of the New Shares should consult their own tax adviser with respect to any taxes payable in connection with the acquisition, holding or disposition of the New Shares as there are Canadian tax implications for investors in the Provinces.

Language of documents in Canada. Upon receipt of this document, each investor in Canada hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the New Shares (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réception de ce document, chaque investisseur canadien confirme par les présentes qu’il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d’achat ou tout avis) soient rédigés en anglais seulement.

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Equity Raising Overview

Offer	Offer	Offer
Offer Structure	Placement to Sophisticated and Professional Investors to raise approximately A$50.3 million through the issue of approximately 287.8 million ordinary shares (Placement Shares) at an issue price of A$0.175 per Placement Share (Offer Price). The Placement Shares will be issued utilising the Company’s available placement capacity under ASX Listing Rule 7.1.
Offer Price	The Offer Price of A$0.175 per Placement Share represents: • a 14.6% discount to the last close of A$0.205 on Wednesday, 9 June 2021; and • a 13.9% discount to the 5 day VWAP ending on 9 June 2021.
Use of Funds	The Company intends to use funds raised pursuant to the Placement for the following purposes:
	Exploration activities at Tritton Exploration activities at Cracow General working capital Cost of equity raise Total	A$15.0m A$13.0m A$19.8m A$ 2.5m A$50.3m
Joint Lead Managers	Bell Potter and Euroz Hartleys are acting as Joint Lead Managers to the offer.
Ranking	Placement Shares will rank equally with existing ordinary shares from their time of issue.

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Timetable Key Event Indicative dates Trading halt and announcement of the Equity Raising Thursday, 10 June 2021 Placement Bookbuild Opens Thursday, 10 June 2021 Placement Bookbuild Closes Thursday, 10 June 2021 Trading halt lifted Friday, 11 June 2021 Settlement of Placement Thursday, 17 June 2021 Issue of Placement Shares Friday, 18 June 2021 Expected Quotation of Placement Shares Friday, 18 June 2021	Timetable Key Event Indicative dates Trading halt and announcement of the Equity Raising Thursday, 10 June 2021 Placement Bookbuild Opens Thursday, 10 June 2021 Placement Bookbuild Closes Thursday, 10 June 2021 Trading halt lifted Friday, 11 June 2021 Settlement of Placement Thursday, 17 June 2021 Issue of Placement Shares Friday, 18 June 2021 Expected Quotation of Placement Shares Friday, 18 June 2021	Timetable Key Event Indicative dates Trading halt and announcement of the Equity Raising Thursday, 10 June 2021 Placement Bookbuild Opens Thursday, 10 June 2021 Placement Bookbuild Closes Thursday, 10 June 2021 Trading halt lifted Friday, 11 June 2021 Settlement of Placement Thursday, 17 June 2021 Issue of Placement Shares Friday, 18 June 2021 Expected Quotation of Placement Shares Friday, 18 June 2021
	Key Event	Indicative dates
	Trading halt and announcement of the Equity Raising	Thursday, 10 June 2021
	Placement Bookbuild Opens	Thursday, 10 June 2021
	Placement Bookbuild Closes	Thursday, 10 June 2021
	Trading halt lifted	Friday, 11 June 2021
	Settlement of Placement	Thursday, 17 June 2021
	Issue of Placement Shares	Friday, 18 June 2021
	Expected Quotation of Placement Shares	Friday, 18 June 2021

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Aeris Placement June 2021
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Our Business
Cracow Gold Operations
Ownership 100%
Mine type U/G
Processing 600 ktpa CIP
FY21F Production 70koz – 75 koz Au
FY21F AISC A$1,525/oz-A$1,575/oz
Au Reserves [(1)] 550kt @ 5.1 g/t (89koz)
Torrens JV
Au Resources [(1)] 2,300kt @ 4.0 g/t (300koz)
Ownership 70%
Location 75 km SE Olympic Dam (BHP)
Cracow
Geology Type IOCG
Anomalous Zone 120 km [2] Brisbane Corporate Office
Canbelego JV
Torrens JV (70%) (30%)
Tritton
Canbelego JV Tritton Copper Operations
Ownership 30%
Ownership 100%
Location 45km SW of Tritton
Mine type U/G
Geology Type Epigenetic structurally controlled
Processing 1.8 Mtpa
Anomalous Zone <2km
FY21F Production 22.5kt – 23.5 kt Cu
FY21F AISC A$3.60lb – 3.75/lb Cu
Cu Reserves [(1)] 5,700kt @ 1.5% (86kt)
Cu Resources [(1)] 17,500kt @ 1.5% (250kt)
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(1) See slides 42 – 46 for further detail

Aeris Placement June 2021

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Market information

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ASX Code` AIS
Market capitalisation [1] A$393.5m
Constellation results
Enterprise Value [1]
A$389.9m
Available Cash [2 ] A$29.4m
H1 results
Outstanding Debt [2, 3] A$25.8m Constellation discovery
Commodity focus Copper and Gold Cracow Acquisition
Shareholding structure (Issued Shares) as at 14 May 2021
Equity raise @ $0.03
Tudor Court,
19.5%
Other
shareholders
48.7%
Institutions,
29.9%
Management
(excl. options), 2.0%
Mgt also hold
(1) Based on share price of $0.205 per share on 9 June 2021
Issued shares: c.1,919 million 47.2m Options
(2) As at 10 June 2021
(3) FX rate 0.775
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Aeris Placement June 2021

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Transformation in last 12 months

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Comparison H1 Dec 19 vs H1 Dec 20
Cash from Operating
Share price Market cap $m Revenue $m Net profit $m Net debt $m
activities $m
3.4c
19 108 6 -29 37
214 72 46 11
20.5c 393
+99% +1,053% +260% -70%
1 Jun 20 Dec 19
Dec 20
9 June 21
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Aeris Resources

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Aeris Placement June 2021

Tritton Copper Operations A consistent producer with upside

• Established underground copper mines and 1.8 Mtpa processing plant in Western NSW, Australia

• Operating since 2005 with >320 kt Cu produced

• Highly endowed region and 2,160km[2] tenement package

• Nearby mines include CSA (Glencore plc), Peak and Hera Mines (Aurelia Metals Limited)

• 750 kt copper discovered on tenements to date[(1)]

• Currently mining the Tritton and Murrawombie underground mines:

• Tritton is a >20 Mt copper dominant deposit[(2)]

• Murrawombie is a >10 Mt copper dominant deposit with good gold grades[(2)]

• Near term life extension projects underway or commencing in FY22

• Recent exploration success at Constellation demonstrates exploration upside

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Tritton production profile (kt)

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30 30
26 27 27
25
23 23 22.5-23.5
FY13A FY14A FY15A FY16A FY17A FY18A FY19A FY20A FY21F
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• (1) 750kt of copper discovered to date on the Tritton tenement package includes historically mined and current reported Minerals Resource

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• (2) Estimated tonnages of the Tritton and Murrawombie deposits package includes historically mined and current reported Minerals Resource

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Tritton Copper Operations An unrivalled project pipeline

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Project Producing Development Ready Exploring Constellation
Avoca Tank
Tritton
Murrawombie
Murrawombie
Budgerygar
Budgerygar
Kurrajong
Tritton
Avoca Tank Processing Facility
South Wing
Murrawombie Open Pit
Budgery
Constellation
Budgery
Kurrajong
Legend
South Wing Mineral ResourceAdvanced Exploration Project
Prospective trend
Volcanic complex
Exploration tenement
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Aeris Placement June 2021

Tritton Copper Operations – there’s more copper to be found

• Exploration upside:

• Highly endowed tenement package (2,160km[2] ) – more than 750kt of copper discovered to date[(1)]

• Proven exploration strategy – Constellation discovery demonstrates it’s working

• 3 most recent discoveries (Avoca Tank, Kurrajong and Constellation) at Tritton Copper Operations all show good copper and gold grades

• New exploration tenements gives “new spaces” to explore – northern half of tenement package largely unexplored

• Regional geology characterised by clusters of deposits – keep looking around known orebodies

• Established processing facility provides strategic regional advantage for new discoveries

• EL application pending (140km[2] )

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• (1) 750kt of copper discovered to date on the Tritton tenement package includes historically mined and current reported Minerals Resource

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Aeris Placement June 2021

Greenfields Exploration Activities in FY22

Constellation

• Continue drilling at Constellation across FY22 targeting Maiden Mineral Resource estimates for open pit and underground

• Bedrock conductor identified initially from airborne EM survey and confirmed by ground based EM

Avoca Tank

• Two drill holes planned to test down dip extensions below Mineral Resource

Aerial EM Program

• Proven first pass exploration method – discovered Constellation

• Cost effective tool for exploring large areas quickly – to be used over northern half of Tritton tenement package

Greenfields Drilling Program

• First pass drill testing of multiple greenfields targets

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Tritton Copper Operations – Constellation Deposit

• Spectacular results

• 45km North-East from Tritton – within trucking distance of Tritton mill

• 24 diamond holes drilled to date – majority intersecting copper sulphide mineralisation

• High grade results reported near surface and at depth

• Drilling has traced mineralised system 850m down plunge[(1)]

• Latest drilling increased strike to ~200m[(2)]

• Two EM plates traced a further 300m down plunge[(2)]

• Near surface mineralisation provides potential open pit opportunity

• Mineralisation remains open down plunge and along strike (south)

(1) Aeris announcement “Constellation Continues To Shine” dated 27 May 2021

(2) Aeris announcement “Constellation Footprint Continues To Grow” dated 10 June 2021

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Aeris Placement June 2021

Constellation Deposit – RC drilling

• Assays received from 22 Reverse Circulation (RC) holes (assays pending on a further 30 RC holes)

• Significant high grade copper intersections including:[(1)]

• TAKRC024 - 38m @ 3.72% Cu, 0.36g/t Au, 3.1g/t Ag (from 8m)

• TAKRC025 - 47m @ 3.90% Cu, 0.96g/t Au, 5.6g/t Ag (from 11m)

• TAKRC004 - 38m @ 2.91% Cu, 0.47g/t Au, 1.8g/t Ag (from 44m)

• TAKRC003 - 10m @ 5.48% Cu, 0.83g/t Au, 3.7g/t Ag (from 40m) incl.

• TAKRC010 - 42m @ 1.56% Cu, 0.92g/t Au, 1.7g/t Ag (from 31m)

• TAKRC006 - 30m @ 1.47% Cu, 0.46g/t Au, 1.5g/t Ag (from 92m) incl.

• High grade copper mineralisation is thicker than expected within the oxide / supergene zones and remains open along strike to the south

• Approval received for an additional 19 RC holes to continue testing mineralisation along strike – awaiting approval for a further 21 RC holes

• Potential open pit for near surface mineralisation

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(1) ASX announcement “Exceptional Copper Assays From RC Drilling At Constellation” dated 8 June 2021

Aeris Resources

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Aeris’ other copper exposure

• Torrens

• Canbelego Maroochydore Joint

• Deposit Deposit Venture

• • JV (Aeris 30% / Helix (ASX:HLX) 70% - • 100% owned by Cyprium Metals Ltd • Aeris 70% holder and JV Manager 45kms from Tritton processing plant (ASX:CYM) • Early-stage exploration for IOCG

• • Current drilling program hitting copper • Mineral Resource of 486,000 tonnes of deposits in the highly prospective

• contained copper[(1)]

• mineralisation below current resource Stuart Shelf Region of South Australia

• • Aeris holds an up to 50% clawback right

• • Open pit and underground potential for the project triggered on the acceptance of an economic feasibility study[(2)]

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(1) Metals X announcement “Annual Update of Mineral Resources and Ore Reserves” dated 18 August 2016 (2) Cyprium Metals Limited announcement “Transformational Acquisition – Paterson Copper Portfolio & Capital Raising” dated 10 February 2021

Aeris Resources

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Aeris Placement June 2021

Cracow Gold Operations A highly cash flow generative mine that has transformed the company

• A high grade, low cost gold mine in Queensland, Australia with a proven operating history

• Acquired from Evolution Mining in July 2020:[(1)(2)]

• A$60m cash paid at completion

• A deferred cash payment of A$15m on 30 June 2022

• 10% net value royalty[(3) ] from 1 July 2022 to 30 June 2027, capped at A$50m

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• FY21F production of 70 – 75 koz[(4) ] high margin gold ounces at AISC of A$1,525oz – A$1,575/oz.

• Significant opportunities available to unlock value

● Cracow is a great fit for Aeris:

• Right size

• Right commodity

• Upside potential (exploration and operational)

Cracow production profile (koz)

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95 93 91 89 90 88
81
70 – 75
57 -62
FY14A FY15A FY16A FY17A FY18A FY19A FY20A FY21F FY22F
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(1) Aeris announcement “Aeris to Acquire Cracow Gold Mine From Evolution” dated 4 June 2020 (2) Aeris announcement “Aeris Completes Acquisition Of Cracow Gold Mine” dated 1 July 2020 (3) Net value royalty is defined as the gross revenue less C1 direct cash costs, multiplied by 10% (4) Aeris announcement “Quarterly Activities Report September 2020” dated 21 October 2020

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Aeris Placement June 2021

Cracow – a prolific goldfield Aeris is re-invigorating exploration

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• Cracow has produced more than 1.4 Moz of gold over its life since first production in 2004

• Strong history of replenishing reserves and resources - remains a key focus for Aeris

• Depletion consistently replaced with a 3 to 5 year mine life maintained

• Explore aggressively – near mine underground targets, potential open pits and greenfields exploration

• Mineral Resource updates already for Roses Pride and Klondyke-Royal deposits

Cracow reserves replacement (koz)[(1)]

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----- Start of picture text -----

300 143 205 166 231 230 241 273 260 260 248 190 192 245 187
89
(37)
(148)
(265)
(372)
(472)
(574)
(676)
(779)
(881)
(976)
(1,060)
(1,160)
(1,250)
(1,340)
(1,421)
(1,509)
FY05A FY06A FY07A FY08A FY09A FY10A FY11A FY12A FY13A FY14A FY15A FY16A FY17A FY18A FY19A FY20A
Gold reserves Cumulative production
(1) Based on June year end
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Aeris Placement June 2021

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Accelerating Exploration

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Near Mine

• ✓ Push mill to 650kt

• ✓ Focus on increasing UG mine life

• ✓ Review old areas and cutoff grades

• ✓ Multiple targets to be tested

• ✓ 3 drill rigs operating in FY22

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New Space

• ✓ Prioritising targets

• ✓ Drilling approved for Ballymore

• ✓ Gravity survey done for Boughyard

• ✓ $4m budget for FY22

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Resource updates

• ✓ Roses Pride +260% [(1)]

• ✓ Klondyke Royal +324% [(2)]

• ✓ Resource updates at Royal and Sovereign pending

• ✓ Ore Reserve update Aug 2021

• ✓ $9m budget for FY22

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(1) Aeris announcement “Roses Pride Mineral Resource Update” dated 6 January 2021 (2) Aeris announcement “Significant Increase to Klondyke Royal Mineral Resource” dated 22 April 2021

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Aeris Placement June 2021

Cracow Gold Operations Exploration of brownfield target areas

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SOVEREIGN
Drill target – tested / testing
Drill target – not tested.
First pass testing
TIP
BALLYMORE scheduled FY22
CROWN
DEEPS
• Two rigs increasing to three rigs
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• Increased FY22 target spend to A$9M

• Multiple untested targets

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Aeris Placement June 2021

Exploring in new spaces – looking for the next big discovery

• Prospectivity review completed. Revision of priority targets. Aggressive exploration planned ● Cracow South-West ✓ Identified as a potential analogue of the Western field mineralised system (~2Moz) [(1)] • Structures with potential to host mineralisation identified from 2D seismic surveys and intersected from limited drilling completed in the area

• • Within 5km of current mine infrastructure

• ● Ballymore • Prospective structure along southern margin of the current mining footprint • Limited historical drilling returned encouraging results • Evidence of epithermal vein textures / anomalous pathfinder elements

• • Drilling scheduled in FY22 from current underground workings

• ● Boughyard • Large (~3.0 km x 1.5 km) alteration system open to south and west • Regional analogue to the alteration system spatially related to the Cracow goldfield • Geological understanding and drill targeting has been refined following completion of a drone magnetic survey 10 December 2020

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• (1) 2Moz of gold discovered to date on the Cracow tenement package includes historically mined and current reported Minerals Resource

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27

Aeris Resources

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M&A
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Aeris Placement June 2021

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M&A remains a focus

Aeris Resources M&A strategy

• Pursue strategic M&A opportunities that add value, complement existing portfolio and transform Aeris into a midsized, mining company

• Leverage Aeris’ existing operational expertise to create value

• Key focus on copper and gold opportunities

• Commodities ✓ Gold and Copper Location ✓ Australia ✓ Offshore – Risk reward

• Project stage ✓ Producing operation with established infrastructure

• ✓ Development ready ✓ Bolt-on exploration

• Size and ✓ Ongoing opportunity to upgrade portfolio potential ✓ Exploration upside ✓ Cash generative

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29

Aeris Resources

Summary

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Aeris Placement June 2021

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Highlights of the past 12 months

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Cracow Tritton

• ✓ Acquisition and integration completed

✓ FY21 guidance 22,500-23,500t Cu @ AISC of A$3.60-A$3.75/lb

✓ FY21 guidance 70,000-75,000oz @ AISC of between A$1,525/oz and A$1,575/oz

• ✓ Commenced development at Budgerygar deposit

• ✓ Klondyke/Royal, Roses Pride resource updates

• ✓ Discovered Constellation deposit – drilling continues

• ✓ Started construction of new tailings dam ✓ Aggressive exploration underway

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Corporate

• ✓ Repaid $48m in debt since 1 July 2020

• ✓ Sold Yandan gold project (non-core) ✓ Net Debt positive $3.6m[1]

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(1) As at 10 June 2021

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Aeris Placement June 2021

What makes Aeris different?

Further value to unlock

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A platform for growth
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Proven team with a consistent track record Diversified, strong free cash generation Favourable gold / copper price exposure Financially robust, rapidly deleveraging

We Are Aeris

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32

Aeris Resources

Appendix A: Risks

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Key Risks

Introduction

• There are risks involved with participating in the Offer and holding Shares in Aeris Resources Limited (the “ Company ”, “ Aeris ”, " we " or " us "). Certain risks are specific to an investment in the Company and others are specific to investing in and holding shares. The occurrence of these risks may have an adverse impact on the Group's business, results of operations, financial condition and the price of Shares.

• The risks detailed below may change after the date of this document and other risks relevant to the Company and its subsidiaries (the “ Group ”) and the Shares may emerge which may have an adverse impact on the Group and the price of the Shares. In particular, investors should note that the unprecedented uncertainties and risks created by the COVID-19 pandemic could materially change the Group's risk profile at any point after the date of this document and adversely impact the financial position and prospects of the Group in the future.

• The risks set out in this section are not exhaustive. Other risks may materially affect the future performance of the Group and the price of the Shares. Additional risks and uncertainties not presently known to management or that management currently believe not to be material may also affect Aeris’ business. Accordingly, no assurances or guarantees of future performance, profitability, distributions, or returns of capital are given by Aeris or any other person.

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Risks related to an investment in Aeris

COVID-19

The global economic outlook is facing uncertainty due to the current COVID-19 (novel Coronavirus) pandemic, which has been having, and is likely to continue to have, a significant impact on global capital markets, commodity prices and foreign exchange rates.

While to date COVID-19 has not had any material impact on the Company’s operations, should any Company personnel or contractors be infected, it could result in the Company’s operations being suspended or otherwise disrupted for an unknown period of time, which may have an adverse impact on the Company’s operations as well as an adverse impact on the financial condition of the Company.

Supply chain disruptions resulting from the COVID-19 pandemic and measures implemented by governmental authorities around the world to limit the transmission of the virus (such as travel bans and quarantining) may, in addition to the general level of economic uncertainty caused by the COVID-19 pandemic, also adversely impact the Company’s operations, financial position and prospects.

Dilution Risk

As a result of the Offer, certain shareholders’ percentage shareholding in the Company will be diluted as a result of the issue of New Shares under the Offer.

Product sales and commodity price risk

Aeris derives its revenues mainly from the sale of copper, gold and/or associated minerals. Consequently, Aeris’s potential future earnings, profitability and growth are likely to be closely related to the demand for and price of copper and gold and associated minerals.

Copper and gold are a traded commodity in Australia and its long-term price may rise or fall.

Additionally, Aeris’s prospects and perceived value will be influenced from time to time by the prevailing short-term prices of the commodities targeted in its exploration programs. Commodity prices fluctuate and are affected by factors including supply and demand for mineral products, hedge activities associated with commodity markets, the costs of production and general global economic and financial market conditions.

These factors may cause volatility which in turn, may affect the Company’s ability to finance its future exploration and/or bring Aeris’s products to market.

Aeris may enter into hedging arrangements from time to time to partially protect against changes in the copper or gold price.

Exchange rate risk

A number of the Company’s commercial arrangements, including copper sale arrangements and finance arrangements, are based on US dollars. The Company also acquires equipment from overseas using foreign currency. Accordingly, the revenues, earnings, costs, expenses, assets and liabilities of the Company may be exposed adversely to exchange rate fluctuation. Further, the future value of the Company’s Shares may fluctuate in accordance with movements in the exchange rates and interest rates.

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Aeris Placement June 2021

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Risks related to an investment in Aeris (cont.)

Operational and cost risk

The Company is a producer of copper and gold which is sold under commercial contracts. The Company’s immediate plans and objectives are dependent upon a continuation of such production generating operating surpluses to assist the Company in funding its planned expenditure programs. Whether it can do so will depend largely upon an efficient and successful, operation and exploitation of the resources and associated business activities and management of commercial factors.

Operation and exploitation may from time to time be hampered on occasions by unforeseen operating risks, as would any other industry. For example, force majeure events, power outages, critical equipment or pipe failures, and environmental hazards such as noise, odours, hazardous substances spills, other weather events, industrial accidents and other accidents, unforeseen cost changes and other incidents beyond the control of Aeris can negatively impact on the Company’s activities, thereby affecting its profitability and ultimately, the value of its securities.

Ultimate success depends on the discovery and delineation of economically recoverable mineral resources, establishment of efficient exploration operations, obtaining necessary titles and access to projects, as well as government and other regulatory approvals.

The exploration and mining activities of the Company may be affected by a number of factors, including but not limited to geological conditions; seasonal weather patterns; equipment difficulties and failures, technical difficulties and failures; continued availability of the necessary technical equipment, plant and appropriately skilled and experienced technicians; improper, defective and negligent use of technical plant and equipment; improper, defective and negligent conduct by employees, consultants and contractors; adverse changes in government policy or legislation; and access to the required level of funding.

Uncertainty of development of projects and exploration risk

Mineral exploration and development are high risk undertakings and involve significant risks. The Company’s performance depends on the successful exploration and/or acquisition of resources or reserves and commercial production therefrom. There can be no assurances that the Company’s exploration programs described in this Presentation or those relating to any projects or tenements that the Company may acquire in the future, will result in the discovery of a significant base metal and/or precious metal deposit, and even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited.

Aeris’s potential future earnings, profitability and commercialisation of base metal and/or precious metal reserves and resources will be dependent on the successful discovery and subsequent extraction of those resources to the extent that may be required to fulfil commercial obligations.

Successful commodity development and production is dependent on obtaining all necessary consent and approvals and the successful design, construction and operation of efficient gathering, processing and transportation facilities. No assurance can be given that the Company will be able to obtain all necessary consents and approvals in a timely manner, or at all.

Acquisition risk

The Company’s growth plans require the availability of appropriate and suitable acquisition targets and the Company being able to successfully negotiate the acquisition of those targets. There is no guarantee that that Company will be able to identify and acquire suitable acquisition targets or that successful acquisitions will be able to be efficiently integrated into the operations of the Company. The failure to make and integrate suitable acquisitions could impact the Company’s operations and financial results.

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Risks related to an investment in Aeris (cont.)

Regulatory risk and government policy

The availability and rights to explore and produce base metal and/or precious metal, as well as operational profitability generally, can be affected by changes in government policy that are beyond the control of Aeris.

The governments of the relevant States and Territories in which Aeris has interests conduct reviews from time to time of policies in connection with the granting and administration of petroleum tenements. Changing attitudes to environmental, land care, cultural heritage or traditional religious artefacts and indigenous land rights issues, together with the nature of the political process, provide the possibility for future policy changes. There is a risk that such changes may affect the Company’s exploration, development or operational plans or, indeed, its rights and/or obligations with respect to the tenements.

Health and safety risk

As with any mining project, there are health and safety risks associated with the Company’s operations in Australia. The Company manages these risks, through the application of structured health and safety management systems. As the operator of plant and equipment, the Company has specific legislative obligations to ensure that its personnel and contractors operate in a safe working environment.

Insurance risk

The Company maintains insurance within ranges of coverage the Company believes to be consistent with industry practice and having regard to the nature of activities being conducted. No assurance, however, can be given that the Company will be able to continue to obtain such insurance coverage at reasonable rates or that any coverage it arranges will be adequate and available to cover any such claims.

Competition risk

Aeris is one of a large number of exploration and mining companies that operate in the base metals and precious metals industry in Australia. Although the Company will undertake all reasonable due diligence in its business decisions and operations, the Company will have no influence or control over the activities or actions of its competitors, which may positively or negatively affect the operating and financial performance of the Company’s projects and business. There can be no assurance that the Company can compete effectively with other base metals and precious metals exploration and mining companies in the search for reserves and resources of base metals and precious metals.

Business risks

There are risks inherent in doing business, such as unexpected changes in regulatory requirements, trade barriers, longer payment cycles, problems in collecting accounts receivable, network and infrastructure issues, natural disasters, and potentially adverse tax consequences, any of which could adversely impact on the success of Aeris’ operations.

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Aeris Placement June 2021

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Risks related to an investment in Aeris (cont.)

Contractual and joint venture risks

Aeris’s ability to efficiently conduct its operations in a number of respects depends upon third party product and service providers and contracts. Accordingly, in some circumstances, contractual arrangements have been entered into by Aeris and its subsidiaries. As in any contractual relationship, the ability for Aeris to ultimately receive benefits from these contracts is dependent upon the relevant third party complying with its contractual obligations.

To the extent that such third parties default in their obligations, it may be necessary for Aeris to enforce its rights under any of the contracts and pursue legal action. Such legal action may be costly and no guarantee can be given by Aeris that a legal remedy will ultimately be granted on appropriate terms.

Additionally, some existing contractual arrangements have been entered into by Aeris and its subsidiaries may be subject to the consent of third parties being obtained to enable Aeris to carry on all of its planned business and other activities and to obtain full contractual benefits.

No assurance can be given that any such required consent will be forthcoming. Failure by Aeris to obtain such consent may result in Aeris not being able to carry on all of its planned business and other activities or proceed with its rights under any of the relevant contracts requiring such consent.

A number of the Company’s projects are already the subject of joint venture arrangements. Additionally, the Company may wish to develop its projects or future projects through further joint venture arrangements. Any joint ventures entered into by, or interests in joint ventures assigned to, the Company could be affected by the failure or default of any of the joint venture participants.

Tenements

A failure to adhere to the requirements to exceed certain levels of expenditure on tenements held by Aeris (or its subsidiaries) in various jurisdictions may make certain tenements subject to possible forfeiture. All granted tenements are currently in good standing and, in accordance with normal industry practice, Aeris surrenders some or all un-prospective parts of its tenements at the appropriate time so as to manage its minimum expenditure obligations and to retain the capacity to apply for additional prospective areas.

In respect of granted tenements, no assurance can be given that the Company will be successful in managing its minimum expenditure obligations and retaining such tenements.

Unforeseen expenses

The Company’s cost estimates and financial forecasts include appropriate provisions for material risks and uncertainties and are considered to be fit for purpose for the proposed activities of the Company. If risks and uncertainties prove to be greater than expected, or if new currently unforeseen material risks and uncertainties arise, the expenditure proposals of the Company are likely to be adversely affected.

Reliance on key personnel

The Company has a small senior management and technical team. Its ability to deliver on its operating plans and to progress its exploration and evaluation programs within the time frames and within the costs structure as currently envisaged could be dramatically influenced by the loss of key personnel. The resulting impact from such loss would be dependent upon the quality and timing of the replacement of such personnel.

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Aeris Placement June 2021

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Risks related to an investment in Aeris (cont.)

Additional requirements for capital

The Company’s capital requirements depend on numerous factors. Depending on such factors as:

• the continuation of receipt of operating revenue from its operations;

• the outcome of the Company’s exploration programs; and

• the availability of third party debt finance;

the Company may require further financing in addition to amounts raised under this Presentation.

Any additional equity financing will dilute shareholdings and debt financing (if available) and may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programs. In addition, the Company’s ability to continue as a going concern may be diminished.

There is no guarantee that the Company will be able to secure any additional funding or be able to secure funding on terms favourable to the Company and such circumstances will adversely affect the Company.

Contractors

The Company is dependent on contractors and suppliers to supply vital services to its operations. The Company is therefore exposed to the possibility of adverse developments in the business environments of its contractors and suppliers. Any disruption to services or supply may have an adverse effect on the financial performance of the Company.

Environmental risks

The Company’s projects are subject to laws and regulations in relation to environmental matters. As a result, there is the risk that the Company may incur liability under these laws and regulations. The Company proposes to comply with applicable laws and regulations and conduct its programs in a responsible manner with regard to the environment.

Employees

The ability of the Company to achieve its objectives depends on being able to retain certain key employees, skilled operators and tradespeople. Whilst the Company has entered into employment contracts with key employees, the retention of their services cannot be guaranteed. The loss of key employees or skilled operators and tradespeople could significantly affect the performance of the Company’s operations. Labour disputes could also lead to lost production and/or increased costs.

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Aeris Placement June 2021

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Risks related to an investment in Aeris (cont.)

Native Title and heritage risk

The Native Title Act 1993 (Cth) recognises certain rights of indigenous Australians over land where those rights have not been extinguished. These rights, where they exist, may impact on the ability of the Company to carry out exploration and in future, mining activities, or obtain exploration or mining licences in Australia. In applying for licences over crown land, the Company must observe the provisions of Native Title legislation.

There are also laws of the States and Territories which impose duties of care which require persons, including the Company, to take all reasonable and practical measures to avoid damaging or destroying Aboriginal cultural heritage.

In carrying out exploration and/or mining operations, the Company must observe Native Title legislation (where applicable), Aboriginal heritage legislation and heritage legislation which protects sites and objects of significance and these may delay or impact adversely on the Company’s operations in Australia.

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Aeris Placement June 2021

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General risks

Share market risk

The market price of listed securities can be expected to rise and fall in accordance with general market conditions and factors specifically affecting the Australian resources sector and exploration companies in particular. The New Shares carry no guarantee in respect of profitability, dividends, return on capital, or the price at which they may trade on the ASX.

There are a number of factors (both national and international) that may affect the share market price and neither Aeris nor its Directors have control of those factors.

General economic conditions

Changes in the general economic climate in which Aeris operates may adversely affect the financial performance of Aeris. Factors that may contribute to that economic climate include the general level of economic activity, interest rates, inflation, supply and demand, industrial disruption and other economic factors. The price of commodities will also be of particular relevance to Aeris. These factors are beyond the control of Aeris and Aeris cannot, with any degree of certainty, predict how they will impact on Aeris.

Share price fluctuations

The market price of Aeris’s securities will be subject to varied and often unpredictable influences in the share market. Both domestic and world economic conditions may affect the performance of Aeris. Factors such as the level of industrial production, inflation and interest rates impact all commodity prices.

Environmental impact

Aeris could be subject to claims due to environmental damage arising out of current or former activities at sites that Aeris owns or operates, including new projects. This could subject Aeris to potential liability and have a material adverse effect on Aeris’s financial and operational performance.

Legislative change

Changes in government regulations and policies may adversely affect the financial performance or the current and proposed operations generally of Aeris.

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41

Aeris Resources

Appendix B: Mineral Resource and Ore Reserve statements

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Aeris Placement June 2021

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Tritton – Mineral Resource

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• (1) Discrepancies in summation may occur due to rounding.

• (2)

• Mineral Resource cut-off grades: 0.6% Cu Tritton, 0.6% Cu Murrawombie, 0.6% Cu Avoca Tank, 0.8% Cu Budgerygar, 0.5% Budgery. Mineral Resource is reported on page 27 of the Aeris Resources Limited Annual Report 2020.

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Aeris Placement June 2021

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Tritton – Ore Reserve

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• (1) Discrepancies in summation may occur due to rounding.

• (2)

• (3)

• (4)

• Cut-off grades vary between deposits and are selected based on economic analysis. They are not a break-even cut-off. Mineral Resources are quoted as INCLUSIVE of the Ore Reserves Estimate.

• All Mineral Resource that is available for conversion to Ore Reserve has been evaluated and is included in the Ore Reserve estimate where it meets economic and other criteria. Ore Reserve is reported on page 34 of the Aeris Resources Limited Annual Report 2020.

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Cracow – Mineral Resource and Ore Reserve

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• (1) Full details of the Cracow Mineral Resource and Ore Reserve are provided in the report entitled Annual Mineral Resources and Ore Reserves Statement released on 12 February 2020 and available to view at www. evolutionmining.com.au. Mineral Resource also reported on page 31 of Aeris Resources Limited Annual Report 2020. Ore Reserve also reported on page 36 of Aeris Resources Limited Annual Report 2020.

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• (2) The reported Mineral Resource does not include the updated December 2020 Roses Pride Mineral Resource figures

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Aeris Placement June 2021

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Cracow – Roses Pride Mineral Resource

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1 Full details of the December 2020 Roses Pride Mineral Resource are provided in the ASX Announcement “Roses Pride Mineral Resource Update” dated 6th January 2021.

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Aeris Placement June 2021

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Cracow – Klondyke Royal Mineral Resource

March 2021 Klondyke - Royal Mineral Resource(1)(2)	March 2021 Klondyke - Royal Mineral Resource(1)(2)	March 2021 Klondyke - Royal Mineral Resource(1)(2)	March 2021 Klondyke - Royal Mineral Resource(1)(2)	March 2021 Klondyke - Royal Mineral Resource(1)(2)	March 2021 Klondyke - Royal Mineral Resource(1)(2)
Resource Category	Tonnage (kt)	Au (g/t)	Ag (g/t)	Au metal (koz)	Ag metal (koz)
Measured	-	-	-	-	-
Indicated	183.4	4.0	3.6	23.5	21.2
Inferred	158.0	3.1	2.1	15.9	10.4
TOTAL	341.3	3.6	2.9	39.5	31.6

(1) Discrepancy in summation may occur due to rounding.

(2) Mineral Resource is reported within a combined 1.5g/t Au cut-off and vein thickness ≥ 1.5m envelope.

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Aeris Placement June 2021

Competent Persons statement

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Competent Persons statement

Mr Cox confirms that he is the Competent Person for all the Mineral Resource estimates summarised in this Report and he has read and understood the requirements of the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code, 2012 Edition). Mr Cox is a Competent Person as defined by the JORC Code, 2012 Edition, having relevant experience to the style of mineralisation and type of deposit described in the Report and to the activity for which he is accepting responsibility. Mr Cox is a Member of the Australasian Institute of Mining and Metallurgy (MAusIMM No. 220544). Mr Cox has reviewed the Report to which this Consent Statement applies and consents to the inclusion in the Report of the matters based on his information in the form and context in which it appears. Mr Cox is a full time employee of Aeris Resources Limited.

Mr Cox has disclosed to the reporting company the full nature of the relationship between himself and the company, including any issue that could be perceived by investors as a conflict of interest. Specifically, Mr Cox is entitled to 1,102,035 Performance Rights issued under the Company’s equity incentive plan (details of which were contained in the Notice of Annual General Meeting dated 20 October 2020). The vesting of these Performance Rights is subject to certain performance and employment criteria being met.

Mr Ian Sheppard, confirms that he is the Competent Person for all the Ore Reserve estimates summarised in this Report and Mr Sheppard has read and understood the requirements of the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code, 2012 Edition). Mr Sheppard is a Competent Person as defined by the JORC Code, 2012 Edition, having relevant experience to the style of mineralisation and type of deposit described in the Report and to the activity for which he is accepting responsibility. Mr Sheppard is a Member of The Australasian Institute of Mining and Metallurgy, No. 105998. Mr Sheppard has reviewed the Report to which this Consent Statement applies and consents to the inclusion in the Report of the matters based on his information in the form and context in which it appears. Mr Sheppard is a full time employee of Aeris Resources Limited.

Mr Sheppard has disclosed to the reporting company the full nature of the relationship between himself and the company, including any issue that could be perceived by investors as a conflict of interest. Specifically, Mr Sheppard holds 12,118,137 shares in Aeris Resources Limited and is also entitled to 5,102,015 Performance Rights issued under the Company’s equity incentive plan (details of which were contained in the Notice of Annual General Meeting dated 20 October 2020). The vesting of these Performance Rights is subject to certain performance and employment criteria being met.

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48