#1Aeris RESOURCES Capital Raising Presentation Monday, 27 November 2023#2Disclaimer We are Aeris IMPORTANT INFORMATION AND DISCLAIMER This Investor Presentation is dated [insert] and has been prepared, approved and authorised for despatch 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 an equity capital raising by Aeris consisting of an accelerated non-renounceable entitlement offer of new fully paid ordinary shares in Aeris to be made to eligible institutional and retail shareholders of Aeris ("New Shares") 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 placement of New Shares to certain 'sophisticated' and 'professional' investors (as defined by the Corporations Act) under section 708A of the Corporations Act ("Placement", and together with the Entitlement Offer, the "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. 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. 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 Appendix B (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 presentation does not constitute an invitation or offer of securities for subscription, purchase or sale in the United States of America or any other jurisdiction in which such an offer would be illegal. The securities referred to in this presentation have not been, and will not be, registered under the U.S. Securities Act of 1933 as amended (Securities Act) or the securities laws of any state or other jurisdiction of the United States of America and may not be offered or sold, directly or indirectly in the United States of America or to any person acting for the account or benefit of a person in the United States of America unless the securities have been registered under the Securities Act (which Aeris has no obligation to do or procure) or are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and any other applicable securities laws. Refer to Appendix C of this presentation for further details about international offer restrictions. 2#3Disclaimer We are Aeris 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 Appendix B 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's future financial position and/or performance. Such information, which has not been audited or reviewed in accordance with the Australian Accounting Standards ("AAS"), have 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 (including Article 11 of Regulation S-X of the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC")). 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. 3#4Disclaimer We are Aeris Disclaimer Since this presentation is the Company's document, to the maximum extent permitted by law, Aeris and the Joint Lead Managers (Bell Potter Securities Limited and Jefferies (Australia) Pty Ltd) (otherwise referred to as the 'Underwriters') 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 (other than liability that arises because of a Limited Party's own fraud, negligence, or misconduct within the meaning of those terms under general law) 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 Offer 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 Joint Lead Managers and their 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 Joint Lead Managers nor any of their 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 Joint Lead Managers, together with their affiliates, are full-service financial institutions 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 Joint Lead Managers and their 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 Joint Lead Managers are acting as the joint lead managers, bookrunners and underwriters 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 Joint Lead Managers), and each of Aeris and the Joint Lead Managers disclaim any duty or liability (other than liability that arises because of a Joint Lead Manager's own fraud, negligence, or misconduct within the meaning of those terms under general law) in respect of the exercise or otherwise of that discretion, to the maximum extent permitted by law. The Joint Lead Managers 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 Joint Lead Managers do 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 Joint Lead Managers reserve the right to withdraw or, where reasonable, vary the timetable for the Offer at any time. Material changes to the timetable will be disclosed on ASX as soon as practicable. Aeris has entered into an Underwriting Agreement in respect of the Offer to which only the Joint Lead Managers and the Company are a party (refer to Appendix D). 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 reserves 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 Standard"); or (ii) Item 1300 of Regulation S-K, which governs disclosure 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 U.S. securities laws. 4#5Disclaimer Mineral Resource and Ore Reserve Information This presentation contains Mineral Resource and Ore Reserve information which has been previously issued with the written consent of the Competent Person responsible for that information. This information and the Competent Person's responsible for the information is as follows: Competent Person Angela Dimond Brad Cox Andrew Fowler Jan Coetzee Ian Sheppard Paul Napier Max McInnis John Hamill Benjamin James Aaron Layt Estimates Tritton, Murrawombie, Budgerygar, Avoca Tank and Budgery Mineral Resources Constellation, Lillymay and Stockman Project Mineral Resources Kurrajong, Mt Colin and Barbara Mineral Resources Tritton, Avoca Tank, Murrawombie underground and Budgerygar Ore Reserves Murrawombie pit Ore Reserve Cracow Mineral Resource Cracow Ore Reserve Bentley, Triumph, Teutonic Bore and Jaguar Mineral Resources Jaguar Operations Ore Reserve Mt Colin Ore Reserve Stockman Project Ore Reserve We are Aeris John McKinstry Aeris Resources confirms that: it is not aware of any new information or data that materially affects the Mineral Resource or Ore Reserve estimates and all material assumptions and technical parameters underpinning the estimates continue to apply and have not materially changed; and the form and context in which each Competent Person's findings are presented have not been materially modified. LO 5#6We are Aeris Contents 1. Overview 2. Asset Overview and Business Update Production Assets Development Assets Corporate Strategy 3. Capital Raising Details Appendices Appendix A - Resources and Reserves Appendix B - Risk Factors Appendix C - International Offer Restrictions Appendix D - Underwriting Agreement#71. Overview 2023 a transformational but challenging year with the platform set for 2024 and beyond Ore mined Ore processed (kt) (kt) 2023 overview Integration of the Round Oak business and commissioning two new mines at Tritton Operational challenges at Tritton and Jaguar significantly impacted production and cash generation Washington H. Soul Pattinson ('WHSP') debt facility put in place in July to enable an orderly transition to care and maintenance of Jaguar and associated closure costs Extended periods between processing runs at Mt Colin and accelerated tailing storage facilities capital spend at Cracow has placed further stress on the balance sheet Mt Colin tolling typically requires 3-4 months of working capital¹ 120 80 ཙཾ Jul-22 Aug-22 Sep-22 Oct-22 Nov-22 Dec-22 Jan-23 Feb-23 Mar-23 Apr-23 May-23 Jun-23 Jul-23 Aug-23 Sep-23 Oct-23 2024 onwards... We are Aeris $30 million equity raising reduces balance sheet risk and provides improved financial flexibility ✓ Equity raise supported by Aeris' largest shareholder, Washington H. Soul Pattinson FY24 guidance maintained from three operating mines (Tritton, Cracow and North Queensland) Significant copper inventory, valuable mine. extensions, development projects and exploration upside ✓ Seeking to unlock long term value from multiple. growth projects All mined tonnes are indicative and before stockpile survey adjustments. Ore stockpiles of 113kt at end of October 2023. 7#8Overview (cont.) Fully underwritten $30 million capital raising Capital raising $30 million capital raising: Fully underwritten Placement and Entitlement Offer, comprising: • ~$13.9m Institutional Placement 1 for 4.73, ~$16.2m Accelerated Non-Renounceable Entitlement Offer ('ANREO') Offer price of $0.11 per share representing: - 21% discount to TERP as at Friday, 24 November 2023 27% to last close of $0.15 as at Friday, 24 November 2023 Net proceeds from the capital raising to be used to provide: General working capital and increased financial flexibility WHSP to take-up its full entitlement and sub-underwrite the entitlement offer up to an aggregate amount of $12.3m We are Aeris 8#9Investment Highlights Copper focused production portfolio with high value development opportunities 1 Tier 1 located mining portfolio 2 Diversified production from three operating assets 3 FY24 Cu eq. production guidance¹ We are Aeris Weighted to copper - Critical to electrification FY24 production guidance Zn 79 Au Gold 48 - 60 koz 47 Ag Silver 181-227 koz North Queensland Cracow North Queensland 23% Jaguar 29 30 Tritton Stockman Tritton 55% Cu Copper Zinc Cracow 22% 28 - 35 kt 1.2-1.5 kt 1. 4 Set for growth Tritton - Progress Constellation Cracow - Completion of TSF / Golden Plateau opportunity ■ Jaguar - Restart opportunity at higher production rates and revenue enhancement ■ Stockman - DFS underway, primary permits in place ■ North Queensland - Barbara feasibility 5 Strengthened financial position to deliver 2024 plan Debt Assets Equity Capital structure review Re-finance of existing debt facility Mine optimisation Focus on sustainable / profitable production and growth Copper equivalent calculations based on mid point of guidance excluding Jaguar using the following prices: Copper US$8,725/t, Zinc US$2,415/t, Gold US$1,930/oz and Silver US$23.5/oz. a#101 Tier 1 Located Mining Portfolio We are Aeris Production Assets Development Projects Asset Tritton Cracow North Queensland Jaguar Stockman Ownership Primary commodity Mineral Resource¹ Plant capacity 100% Copper/Gold 100% Gold 371kt Cu @1.5% Cu 240koz Au @ 0.3g/t Au 526koz Au @ 3.3g/t Au 100% 100% 100% Copper/Gold 74kt Cu @ 2.2% Cu 26koz Au @ 0.3g/t Au N/A Copper / Zinc 97kt Cu @ 1.2% Cu 455kt Zn @ 5.8% Zn 0.60 Mtpa / Zinc Copper / 296kt Cu @ 2.0% Cu 623kt Zn @ 4.2% Zn 0.80 1.00 Mtpa design FY24 production guidance Key deposits Next 12 months focus/catalysts 1. 1.80 Mtpa Copper: 19-24kt Gold: 6-7koz Silver: 148 185koz 0.57 Mtpa Gold: 38 48koz Western Vein Field, Golden Plateau Copper: 8-10kt Gold: 4 5koz - Mt Colin, Barbara Tritton Budgerygar, Avoca Tank, Constellation Resource extension drilling at Western Vein Field and Golden Plateau Barbara feasibility Constellation resource extension drilling and permitting Bentley, Triumph, Jaguar, Teutonic Bore Dewatering, exploration drilling, re-start optimisation studies Currawong, Wilga Feasibility study, final permitting and license approvals Refer to ASX announcements "Group Mineral Resource and Ore Reserve Statement" dated 18 Apr 2023, "Barbara Mineral Resource Update" dated 28 Jun 2023, "Correction - Jaguar Deposit Mineral Resource Update" dated 12 Jul 2023 and "Avoca Tank Mineral Resource Update" dated 25 Oct 2023. 10#112 Diversified Production From Three Operating Assets 25 25 Tritton Copper production (kt) 23 24 24 We are Aeris Cracow Gold production (koz) North Queensland Copper production (kt) Aeris acquisition 88 Aeris acquisition 19 17 19 74 54 54 48 48 38 88 I 10 7 8 FY20 FY21 FY22 FY23 FY24 Guidance range FY20 FY21 FY22 FY23 FY24 Guidance range FY20 FY21 FY22 FY23 FY24 Guidance range Investment in new mines starting to pay off Extending mine life through tailings dam investment and exploration Cash harvesting; investigating follow on operation at Barbara 11#123 Weighted to Copper - Critical to Electrification We are Averis Renewable and EV thematic driving demand... ...Limited copper exposure available from tier 1 jurisdictions² Global 2020 copper demand¹ (Mt) Global 2040 forecast copper demand¹ (Mt) 2022 global copper mine production (Mt) Other countries 17% 1.3 Electrical/ renewables 9.0 Building and construction 6.2 9.7 Machinery & equipment 4.4 8.0 15.1 Africa 14% South America 37% ~22.0Mt Tier 1 12% China 9% S-E Asia 4% Central Asia 7% Global Reserves (Mt) Other countries 26% Transportation 2.3 5.7 South America 36% -886Mt Tier 1 17% Consumer & general 2.0 products 4.7 Central Asia 9% S-E Asia China Africa 3% 3% 6% 2. 1. Source: International Copper Association March 2023, Copper - The Pathway to Net Zero, https://copperalliance.org/wp-content/uploads/2023/02/ICA-Global Decarbonization-202301-Final-singlepgs.pdf Source: United States Geological Survey, Mineral Commodity Summaries 2023 - COPPER Data Release, https://www.sciencebase.gov/catalog/item/63d1a36ed34e06fef150068f 97.0 0.8 0.5 44.0 7.6 12#134 Set for Growth We are Aeris FY23 was a year of transformation with FY24 expected to deliver on key milestones post the capital raising Last 12 months Round Oak integration North Queensland Jaguar Stockman Tritton transition to higher grade ore sources Tritton Cracow - Avoca Tank commissioned - Budgerygar ramping up Kurrajong Maiden $30m Resource Constellation resource capital raising North Queensland update and extension of mineralisation Cracow operating life extended Tailings Storage Facility construction commenced Maiden Mineral Resource for Golden Plateau Barbara resource update - Jaguar Stockman Next 12 months Budgerygar and Avoca Tank production increases Updated Constellation resource Constellation feasibility ■ Golden Plateau exploration decline development and resource drilling ■ Western Vein Field exploration Mt Colin optimised for cash generation ■ Barbara permitting Ongoing care and maintenance Restart feasibility – incorporating resource base from 4 deposits and mill enhancements Definitive Feasibility Study update Metallurgical flowsheet update Longer term Kurrajong, Budgery and South Wing exploration ■ Murrawombie pit cut-back ■ Southern Vein Field exploration ■ Barbara Underground feasibility study and Final Investment Decision Regional VMS target exploration Heather Bore gold anomaly / exploration Final Investment Decision upon supportive feasibility study and market conditions Final Investment Decision upon supportive feasibility study and market conditions 13#145 Strengthened Financial Position to Deliver 2024 Plan Capital raising outcomes Reduced balance sheet risk We are Aeris Post capital raising pro forma financial position Pre equity raise $21.9m¹ Cash Post equity raise $50.5m² Pro forma cash Improve working capital flexibility Assets optimised for cash generation Progressing strategic growth initiatives Maintained FY24 guidance $18.1m³ Net debt Physical inventories Mt Colin ore stockpiles (†)4 Tritton concentrate stockpiles (dmt)5 Additional Information $10.5m Pro forma net cash 113,080 1,080 The reconciled Cu grade of Mt Colin ore toll processed through the toll processing facility in August 2023 was 1.99% as per the Final Concentrate Quality Determination Certificate provide by the toll processing facility The copper content in Tritton copper concentrate as per the provisional sales invoice issued 30 October 2023 was 20.97% 123 1. Cash as at 30 September 2023 (unaudited). 4. 2. 3. Net proceeds of Equity Raising of $28.6m ($30m less $1.4m for fees relating to the Equity Raise). Cash less WHSP $50m debt facility - balance drawn as at 30 September 2023 (unaudited). Net debt excludes trade creditors of $63.9m (unaudited) as at 30 September 2023. 5. Surveyed or weightometer measured ore stockpiles as at 31 October 2023 located at the Mt Colin minesite and the toll processing facility. Surveyed or weightometer measured concentrate stockpiles in dry metric tonnes (dmt) as at 31 October 2023 located at the Tritton processing facility, Triiton rail siding, in-transit to Newcastle or in the Port storage facility at Newcastle. 14#15We are Aeris Contents 1. Overview 2. Asset Overview and Business Update Production Assets Development Assets Corporate Strategy 3. Capital Raising Details Appendices Appendix A - Resources and Reserves Appendix B - Risk Factors Appendix C - International Offer Restrictions Appendix D - Underwriting Agreement#16Production Assets#17Tritton Copper Operation Our cornerstone asset 100% owned, high grade underground copper mines located in central New South Wales - 430kt of copper produced since operations began in 2005 2,330km² tenement package with more than 900kt of copper discovered since modern exploration commenced in the 1980s Current resources of 24.8Mt @1.5% Cu, 0.3g/t Au, 3.8g/t Ag and Reserves of 4.0Mt @1.4% Cu, 0.2g/t Au, 5g/t Ag¹ Targeting production of 19kt - 24kt copper in FY24 - Expected improvement in FY24 driven by focus on higher grade deposits and mine optimisation under new leadership Recent commissioning of higher grade Budgerygar and Avoca Tank mines LEGEND Mineral Resource Prospective trend Volcanic complex Exploration tenement • Priority target Avoca Tank 0.7Mt at 3.4% Cu, 1.1g/t Au Coolabah Budgerygar 3.6Mt at 1.2% Cu, 0.1g/t Au Mitchell Highway Tritton 5.2Mt at 1.1% Cu, 0.1g/t Au Barrier Highway Tritton Processing Facility Hermidale Budgery 2.0Mt at 1.1% Cu, 0.1g/t Au 1. Refer to ASX announcements "Group Mineral Resource and Ore Reserve Statement" dated 18 Apr 2023 and "Avoca Tank Mineral Resource Update" dated 25 Oct 2023. VTEM We are Aeris Girilambone 0 Constellation 6.7Mt at 1.9% Cu, 0.6g/t Au Murrawombie 4.4Mt at 1.3% Cu, 0.3g/t Au Kurrajong 2.2Mt at 1.7% Cu N Nyngan 10km 17#18Tritton Copper Operation (cont.) Where is Tritton going? Where we've come from Tritton copper production (kt) 25 25 23 24 19 19 17 We are Aeris 2024 Avoca Tank High grade deposit accessed via a recently completed 2.5km decline extending from the old North East underground mine, 27km north of the processing plant Mineral Resource of 0.7Mt @ 3.4% Cu, 1.1g/t Au¹ Mineralisation intersected in drilling below Mineral Resource Further exploration planned Murrawombie Mining from underground operations Mineral Resource of 4.4Mt @ 1.3% Cu, 0.3g/t Au (underground and open pit) 1 EM plates identified 250m below current Mineral Resource - target for further drilling Tritton / Budgerygar Budgerygar: near surface, high grade deposit located adjacent to Tritton Tritton: Mature mine at depth, targeting high grade extensions Tritton resource of 5.1 Mt @ 1.2% Cu. Budgerygar resource of 3.6Mt @1.2% Cu¹ Currently ramping up production Further drilling planned to test depth extensions Long term Murrawombie Pit (Fully permitted, provides flexibility on timing, facilitates rehab of old heap leach pads) Constellation (6.7Mt Resource', mining studies underway, Potential future baseload supply, depth extension identified from recent drilling) + Kurrajong (High grade deposit, exploration stage, Maiden Mineral Resource in 2023, remains open at depth) + Budgery (Potential open pit, exploration stage) FY20 FY21 FY22 FY23 FY24 Guidance range (1) Refer to ASX announcements "Group Mineral Resource and Ore Reserve Statement" dated 18 Apr 2023 and "Avoca Tank Mineral Resource Update" dated 25 Oct 2023. 18#19Tritton Copper Operation (cont.) Constellation – Potential future baseload ore feed for Tritton mill - Located 45km northeast of the Tritton plant ■ Mineral Resource of 6.7Mt at 1.9% Cu and 0.6g/t Au¹ 1. - 23 Recently completed drill program extended mineralisation 100m along strike and 200m down plunge, including the following high grade intercepts: - TAKD095: 25.95m @ 3.81% Cu, 1.12g/t Au, 10.3g/t Ag² TAKD099: 9.8m @ 2.34% Cu, 0.69g/t Au, 3.1g/t Ag³ TAKD094: 5.85m @ 2.23% Cu, 1.14g/t Au, 3.2g/t Ag 2 Drilling to recommence in early CY24 targeting EM plates at depth and improve resource confidence in the upper portion of the deposit Mining study on underground, open pit and heap leach due H1 FY25 Advancing EIS and permitting activities for a future mining operation Refer to ASX announcement "Constellation Mineral Resource Update" dated 18 Aug 2022. Refer to ASX announcement "High Grade Copper Intersected at Constellation" dated 20 Sep 2023. Refer to ASX announcement "Constellation Update - Latest Drilling Program Confirms Extension of Mineralisation" dated 7 Nov 2023. S R.L. (metres) 100- -100- We are Aeris 8560800 N 6561000 N 6561200 N CONCEPTUAL PIT TAKD097 [email protected]% Cu & 4.00m 1.10% Cu -200 TAKD0100 0.95m @2.49% Cu & [email protected]% Cu -300 400- TAKD098 TAKD095 25.95m 3.81% Cu TAKD094 N R.L. (metres) 100 0 --100 Mineralisation traced 1,100m down-plunge -200 5.85m @2.23% Cu -300 TAKD099 9.80m @2.34% Cu LEGEND Significant Cu intersections (%) Mineral Resource Indicated • >3.0 2.0-3.0 • 1.5-2.0 . 1.0-1.5 0.5-1.0 • <0.5 Inferred Modelled DHEM plate Current Program-(this announcement) . No Sulphides intersected Current Program-(previously reported) 50 100m Aeris RESOURCES -400 19#20Tritton Copper Operation (cont.) Strategically located in the Cobar region The Cobar region is one of the richest base metal regions in Australia with three major operating long-life mines: - Tritton CSA (Metals Acquisition Corp) - Peak (Aurelia Metals) Highly prospective region - geology characterised by clusters of deposits Established processing facility provides strategic regional advantage for new discoveries Aeris owns one of only three operating copper processing plants in the region (Tritton, Peak, CSA) Tritton tenement package Endeavor Polymetals CSA Mine Mt Boppy MANUKA RESOURCES Cobar Peak aurelia METALS Canbelego Aeris HELEX Wirlong peel mining We are Aeris Operating mine OC&M / Exploration / deposit Aeris RESOURCES Glambone Nyngan Hera / Federation aurelia Collerina HEL X METALS May Day peel mining Mallee Bull Gigunnia peel mining Wagga Tank peel mining Mount Hope 20 40 60 80 km N Mineral Hill KINGSTON KSNE Condobolin Trangie Carolina HEL X 20 20#21Cracow Mature, high grade gold mine Low-sulphidation epithermal underground gold mine located 500km northwest of Brisbane Conventional crush and grind CIP processing plant commissioned in 2004, having produced +1.5Moz since first production FY24 production guidance of 38 - 48koz Au Strong history of reserve replacement, currently focused on: High grade extensions to known ore shots in the Western Vein Fields objective from FY24 drilling program is to identify resource additions - Golden Plateau Underground, historic mining area with potential for future underground operation. Maiden Mineral Resource in FY23 Exploration decline construction and resource drilling program to commence H2 FY24 Southern Vein Field - Limited exploration to date. Potential to be next major vein field Tailings storage facility providing 3 year production runway with commissioning expected in December 1. Source: Aeris Resources and Evolution Mining annual reports. Mineral Resource Total production (Au koz) (Au koz) FY15 FY16 Consistent gold production and resource replacement¹ 93 91 89 90 81 88 74 54 48 38-48 345 390 454 455 504 522 511 526 707 FY17 21 We are Aeris#22North Queensland Copper Harvesting cash from Mt Colin mine with potential follow-on development project at Barbara Mt Colin - High grade underground mine with a resource of 0.9Mt @ 2.7% Cu, 0.5g/t Au¹ Contract mining and toll treated through a regional processing plant Potential new operation from Barbara Underground - Updated resource of 2.2Mt at 2.0% Cu and 0.2g/t Au² We are Aeris - Feasibility studies to be undertaken in 2024 - Permitting to commence - Resource remains open at depth Large, highly prospective tenement package with limited exploration to date 1. 2. Refer to ASX announcement "Group Mineral Resource and Ore Reserve Statement" dated 18 Apr 2023. Refer to ASX announcement "Barbara Mineral Resource Update" dated 28 Jun 2023. Barbara Cu (%) -99000-0000 02:00 +03:00 10300-0500 1,000 1,500 1.500 2.000 2.000 2.000 22#23Development Projects#24Jaguar Brownfield copper / zinc focused restart opportunity High grade Mineral Resource 8.1 Mt @ 1.2% Cu, 5.8% Zn, 0.4g/t Au and 68g/t Ag¹ across 4 deposits: - Bentley - Jaguar - Triumph - Teutonic Bore Transitioned to care and maintenance in Q1 FY24 Progressing feasibility study to assess restart options. Focus on increasing ore production rates, maximising mill throughput, improving metal recovery and enhancing product quality Tenement package remains highly prospective for base metals and gold with numerous targets identified - 2km long Heather Bore gold anomaly located 8km from Northern Star's Thunderbox mine, and on the same structural corridor Source: IGO Limited 35 Arnage Amage We are Aeris LEGEND Q4 FY23 mining area Unmined/future mining area Pegasus /Java Bacalar: (lens offset) Flying Spur Deeps 0 200 400m Teutonic Bore Jaguar Processing Plant Bentley Jaguar Bentayga Daimler Triumph Turbo 17km Existing Mine Previous Mines N (1) Refer to ASX announcements "Group Mineral Resource and Ore Reserve Statement" dated 18 Apr 2023 and "Correction -Jaguar Deposit Mineral Resource Update" dated 12 Jul 2023. Current Targets ° Other Targets 24#25Stockman +10 year development project with primary permits in place High-grade, long life, Cu-Zn-Au-Ag development project Definitive Feasibility Study progressing - market update due Q2 FY24: - Ore Reserve of 9.6Mt at 1.9% Cu, 4.3% Zn, 1.0g/t Au, 36g/t Ag¹ Alternative proven processing flowsheet being investigated to improve metal recoveries and product qualities Key project consents in-place - Mining lease Tailings dam permit Opportunities to extend mine life with Bigfoot and Eureka resources Highly prospective tenements with over 50 drill targets identified Low holding costs / high option value We are Aeris 1. Refer to ASX announcement "Group Mineral Resource and Ore Reserve Statement" dated 18 Apr 2023. 25 25#26Corporate Strategy#27Build Resilience and Deliver on Operating Plans Announced today Capital raising $30m equity offer Operational delivery Delivery of operating plans for Tritton, Cracow and Mt Colin Site leadership changes to drive performance Stabilisation of the business and return to consistent operating performance Focus on cashflow generation and profitability Completion of feasibility studies for Jaguar, Stockman, Constellation and Barbara Capital structure review Refinancing of existing debt and bonding facilities Explore structuring options for future development at Jaguar and Stockman (subject to FID and market conditions) We are Aeris Leading diversified base metals company Value creation from turnaround of operating performance, improved flexibility and unlock of longer term growth projects Drive asset performance and extend mine life at Tritton and Cracow Improve financial flexibility to manage swings in working capital and position for growth 27#28We are Aeris Key Takeaways ☑ ☑ Equity raising reduces balance sheet risk and provides improved financial flexibility Supported by Aeris' largest shareholder, Washington H. Soul Pattinson ☑ FY24 guidance maintained from three operating mines ☑ Significant copper inventory, valuable mine extensions, development projects and exploration upside ☑ Seeking to unlock long term value from multiple growth projects 28#29We are Aeris Contents 1. Overview 2. Asset Overview and Business Update Production Assets Development Assets Corporate Strategy 3. Capital Raising Details Appendices Appendix A - Resources and Reserves Appendix B - Risk Factors Appendix C - International Offer Restrictions Appendix D - Underwriting Agreement#30We are Aeris Equity Raising Overview Equity Raising Size and Structure Fully underwritten $30m equity raising ('Equity Raising') via a: ~$13.9m Institutional Placement ('Placement') ~$16.2m, 1 for 4.73 pro-rata accelerated non-renounceable entitlement offer ('Entitlement Offer') to eligible shareholders Approximately 273.0m new ordinary shares ('New Shares') to be issued under the Equity Raising, representing approximately 39% of current issued capital The Equity Raising will be offered at a price of $0.11 per New Share ('Offer Price'), representing: Offer Price - a 21% discount to the theoretical ex-rights price ('TERP')' of $0.14 Use of Proceeds a 27% discount to the last close price of $0.15 on Friday, 24 November 2023 General working capital and increased financial flexibility Washington H. Soul Pattinson currently has a ~30.2% interest in Aeris shares and has agreed to support the Equity Raising by taking up its entitlement under the institutional entitlement offer (~$4.9m) and sub-underwriting the retail entitlement offer on arms' length terms (~$7.4m) up to a total aggregate commitment of ~$12.3m subject to applicable law (noting its interest in Aeris shares, if it increases, is not expected to increase by more than approximately 3%) WHSP has also entered into a conditional subscription agreement with Aeris to subscribe for shares in Aeris at the same issue price of $0.11 per share as the Offer ('Conditional Placement'). The issue of shares to WHSP is subject to shareholder approval, and the number of shares that may be issued to WHSP must not exceed approximately 55 million shares² ■ The Equity Raising is underwritten by Jefferies (Australia) Pty Ltd and Bell Potter Securities Limited (together, the 'JLMs' or 'Underwriters') New Shares will rank equally with existing Aeris shares on issue in all aspects Investor Participation ■ WHSP Underwriting Ranking 1. 2. Note: 1) The theoretical ex-rights price ("TERP") is the theoretical price at which Aeris' shares should trade at immediately after the ex-date for the Entitlement Offer based only on the last traded price and issuance of shares at the Offer Price under the Entitlement Offer. TERP is a theoretical calculation only and the actual price at which Aeris shares trade immediately after the ex-date for the Entitlement Offer may be different from the TERP. TERP includes placement shares. The maximum number of approximately 55 million shares will be reduced by approximately 1,430 per 1,000 shares taken up by WHSP under the Sub-Underwriting Agreement. The Conditional Placement has a mechanism to ensure that WHSP will not, having regard to its existing holding and any shares issued under the Conditional Placement, obtain a % holding in the Company that is more than it held prior to the Placement and Entitlement Offer (being ~30.17%). The conditional subscription agreement is subject to the outcome of the Placement and Entitlement Offer and may be terminated by WHSP at any point prior to 7 days before the relevant general meeting at which shareholder approval will be sought. 30 30#31Equity Raising Timetable Event Trading Halt and Announcement of Equity Raising Placement bookbuild and Institutional Entitlement Offer opens Placement and Institutional Entitlement Offer closes Trading Halt lifted We are Aeris Date Monday, 27 November 2023 Monday, 27 November 2023 Tuesday, 28 November 2023 Wednesday, 29 November 2023 Announcement of completion of the Placement and Institutional Entitlement Offer. Trading resumes on an ex-entitlement basis Wednesday, 29 November 2023 Record Date for Entitlement Offer (7pm) Access letter despatched to Eligible Retail Shareholders Retail Entitlement Offer opens Settlement of New Shares to be issued under the Placement and Institutional Entitlement Offer Allotment and Quotation of New Shares issued under the Placement and Institutional Entitlement Offer Closing date for acceptances under Retail Entitlement Offer (5pm) Announcement of results of Retail Entitlement Offer and notification of any shortfall Settlement of Retail Entitlement Offer Allotment and issue of New Shares under the Retail Entitlement Offer Commencement of trading for New Shares issued under the Retail Entitlement Offer Dispatch of holding statements for New Shares issued under the Retail Entitlement Offer Wednesday, 29 November 2023 Friday, 1 December 2023 Friday, 1 December 2023 Friday, 1 December 2023 Monday, 4 December 2023 Thursday, 14 December 2023 Monday, 18 December 2023 Wednesday, 20 December 2023 Thursday, 21 December 2023 Friday, 22 December 2023 Wednesday, 27 December 2023 31 Notes: The timetable (and each reference in this presentation to a date specified in the timetable) is indicative only and Aeris may, at its discretion, vary any of the above dates by lodging a revised timetable with the ASX. All times are Sydney times.#32Sources and Uses Sources $m Uses Gross proceeds of equity raising 30.0 General working capital Total sources Gross proceeds of ~$30m via: ~$13.9m Institutional Placement ~$16.2m Entitlement Offer Notes: The figures used in the above tables (and elsewhere throughout this presentation) are subject to rounding. Fees 30.0 Total uses We are Aeris $m 28.6 1.4 30.0 Gross proceeds used for general working capital purposes and increased financial flexibility 32 32#33We are Aeris Contents 1. Overview 2. Strategic Asset Overview and Business Update 3. Capital Raising Details Appendices Appendix A - Group Ore Reserves and Mineral Resources Appendix B - Risk factors Appendix C - International Offer Restrictions Appendix D - Underwriting Agreement#34Appendix A We are Aeris#35Group Ore Reserves We are Aeris PROJECT CATEGORY TONNES ('000) GRADE CONTAINED METAL % Cu % Zn g/t Au g/t Ag kt Cu kt Zn koz Au koz Ag Tritton Proved Probable Total 450 1.3 0.1 2.8 6 1 40 3,560 1.4 0.2 5.2 49 28 598 4,010 1.4 0.2 4.9 55 30 638 Cracow Proved 230 3.7 27 Probable 360 3.5 41 Total 590 3.6 68 Jaguar Proved 90 1.4 8.7 0.8 74.3 1 8 2 225 Probable 1,060 1.5 8.3 0.6 45.2 16 87 21 1,534 Total 1,150 1.5 8.3 0.6 47.6 17 95 23 1,759 North Queensland Proved 100 2.8 0.6 3 2 Probable 290 2.2 0.4 7 3 Total 390 2.4 0.4 9 5 Stockman Proved 0 0.0 0.0 0.0 0.0 0 0 0 0 Probable 9,640 1.9 4.3 1.0 36.0 183 413 318 11,409 Total 9,640 1.9 4.3 1.0 36.0 183 413 318 11,409 265 508 444 13,805 Grand Total As at December 2022. 35 35#36Group Mineral Resources We are Aeris PROJECT CATEGORY TONNES ('000) GRADE CONTAINED METAL % Cu % Zn g/t Au g/t Ag kt Cu kt Zn koz Au koz Ag Tritton Measured Indicated Inferred 2,000 1.1 0.1 3.0 23 6 180 10,920 1.3 0.3 3.7 147 95 1,301 11,900 1.7 0.4 4.1 201 139 1,491 Total 24,820 1.5 0.3 3.8 371 240 2,972 Cracow Measured 550 4.1 3.0 73 60 Indicated 1,900 4.0 4.0 241 240 Inferred 2,500 2.6 5.0 212 370 Total 4,900 3.3 4.0 526 670 Jaguar Measured 708 1.6 5.7 0.4 69.4 12 41 10 1,575 Indicated 3,580 1.2 7.5 0.5 79.1 43 265 53 8,860 Inferred 3,790 1.1 3.9 0.3 56.1 43 151 43 6,960 Total 8,078 1.2 5.8 0.4 68.4 97 455 106 17,390 North Queensland Measured 450 3.3 0.6 0.0 15 9 0 Indicated 2,310 2.0 0.2 2.8 47 15 210 Inferred 580 2.0 0.1 1.6 12 2 30 Total 3,330 2.2 0.3 2.3 74 26 240 Stockman Measured 0 0 0 0.0 0.0 0 0 0 Indicated Inferred 12,400 2.1 4.3 1.0 39.0 254 538 408 15,630 2,400 1.7 3.5 1.4 34.0 42 85 112 2,650 Total 14,800 2.0 4.2 1.1 38.0 296 623 520 18,280 Grand Total Refer to ASX announcements "Group Mineral Resource and Ore Reserve Statement" dated 18 Apr 2023, "Barbara Mineral Resource Update" dated 28 Jun 2023, "Correction - Jaguar Deposit Mineral Resource Update" dated 12 Jul 2023 and "Avoca Tank Mineral Resource Update" dated 25 Oct 2023. 838 1,078 1,418 39,552 36#37Appendix B We are Aeris#38Risk Factors We are Aeris Introduction There are risks involved with participating in the Offer and holding Shares in Aeris Resources Limited (the "Company", "Aeris", "we" or "us"). Certain of these risks are specific to an investment in the Company and others are specific to investing in and holding securities. The occurrence of these risks may have an adverse impact on the Group's business, results of operations, financial condition and the price of Aeris' securities. 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. Risks relating to Aeris may impact Aeris, its business, financial position and performance as well as the businesses, financial position and performance of its subsidiaries which, in turn impacts Aeris. Accordingly, a reference to a risk impacting Aeris, should be taken to be a reference to a risk which may also impact its subsidiaries (including, subject to completion of the Acquisition) the Round Oak group of companies. Ability to utilise tax losses The Group has tax losses of $377.427m for the financial reporting year to 30 June 2023. These tax losses are subject to Australian tax loss recoupment rules and there is no guarantee that Aeris will be able to utilise these tax losses. International conflicts risk The ongoing military conflict between Russia and Ukraine, and recent conflict in Israel and Gaza, are having a material effect on the global economy. These hostilities have created uncertainty for capital markets around the world, and this uncertainty may lead to adverse consequences for the Company's business operations. Measures taken by governments around the world to end these conflicts (such as imposing tariffs on Russian exports and other economic sanctions) may cause disruptions to the Company's supply chains and adversely impact commodity prices. Such events may affect the financial performance of Aeris, including post-completion of the Offer. Further, there is no certainty that similar conflicts which impact global markets will not arise in the future. Product sales and commodity price risk Aeris derives its revenues mainly from the sale of copper and gold and/or associated minerals. Consequently, Aeris' potential future earnings, profitability and growth are likely to be closely related to the demand for and price of copper, gold and associated minerals. Copper and gold are traded commodities in Australia and its long-term price may rise or fall. Additionally, Aeris' 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 Aeris' ability to finance its operations and/or bring Aeris' products to market. Aeris may enter into hedging arrangements from time to time to partially protect against changes in commodity prices. When these arrangements expire, there is no guarantee that the Company will be able to secure replacement hedging arrangements on terms satisfactory to the Company. 38 38#39Risk Factors (cont.) Exchange rate risk We are Aeris 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. 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. At Mt Colin, ore processing is undertaken by a third-party under a toll processing agreement. The current operational plans for Aeris are based on an indicative processing schedule provided by the toll processor however there is a risk that this schedule could change, adversely impacting the timing of cash flows. 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 its activities, thereby affecting its financial position and performance 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 Aeris 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. For example, Aeris recently placed the Jaguar Operation into care and maintenance as a result of operational challenges (including mining-induced seismic events, equipment congestion and ventilation constraints), lower zinc prices and cost inflation. Aeris continues to believe in the value and potential of the Jaguar Operation and has initiated studies investigating optimal re-start strategies. Additionally, the Company will continue to monitor the macro environment, including forecast market dynamics for the major metals mined at Jaguar, zinc and copper, with a view to re-starting the project but can give no guarantee as to when any re-start will commence. For more information, see the ASX announcement "Corporation Update and FY24 Guidance" of 2 August 2023. Uncertainty of development of projects and exploration risk Mineral exploration and development are high risk undertakings and involve significant risks. Aeris' 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 Offer Document 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' 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 Aeris will be able to obtain all necessary consents and approvals in a timely manner, or at all. This is particularly relevant to the Stockman Project where the long-term success of the proposed operations remains contingent on obtaining of various secondary permits and licences including for water management, road works, vegetation clearing, sewage treatment, power generation and other purposes. Delays or difficulties in obtaining relevant approvals, or obtaining conditional or limited approvals, may interfere with mining operations of Aeris which could materially impact the business, financial position and performance of Aeris. 39#40Risk Factors (cont.) Share market risk We are Aeris 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. Financial solvency risk Aeris seeks to maintain an adequate cash balance to provide sufficient liquidity to operate, given the business has a substantial working capital requirement owing to the pattern of commodity sales and variability of commodity prices. Maintaining sufficient liquidity to operate the business is impacted by various operational and financial risk factors. The production of multiple commodities (copper, zinc, gold, and silver) and asset diversification provides Aeris with reduced risk exposure given the spread and separation of risks, however these cannot guarantee events or circumstances won't arise that may cause financial solvency risk to increase. Liquidity and solvency will also be dependent on the business operations performing as forecast in FY24 and beyond. The Board and management monitors solvency at all times and aims to manage the business with an acceptable level of working capital to mitigate solvency risk. For example, the Company ordinarily manages the timing of payment of creditors in line with its working capital fluctuations. In addition, the Company has from time to time (with engagement with creditors as appropriate) further delayed the payment of some of its creditors. While this practice has been useful in managing the Company's solvency at times of low liquidity, if creditors were to insist upon strict compliance with contractual payment terms this may negatively impact the Company's ability to maintain its solvency. Failure to maintain liquidity could lead to a material adverse effect in the ability to continue to operate as a going concern. There is a risk that there will be insufficient liquidity for the business given that only $10 million of the WHSP Facility remains undrawn and assuming other sources of capital may not be available at a particular time. Under the WHSP Facility Agreement, the Company must adhere to financial undertakings (Financial Covenants) throughout the term of the agreement to avoid default. The Financial Covenants will be re- negotiated by the parties in August 2024, but if no agreement is reached, they will remain on their current terms. There is a risk that the Company will fail to adhere to one or more of the Financial Covenants, therefore defaulting under the agreement and causing all secured moneys immediately due and payable. 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' 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' 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. 40 40#41Risk Factors (cont.) Acquisition risk We are Aeris The Company's growth plans include growth by acquisition which, among other things, requires 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. 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 mining 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. In particular, as a result of cost inflation and a greater focus by the various State Governments where Aeris has operations, the quantum of environmental bonds required to be lodged by Aeris in respect of its projects have increased, and this is expected to continue as the Government conduct their regular reviews. Aeris' ability to meet these expected increases in environmental bonds is contingent on obtaining funding from third party financiers. Aeris continues to engage with the relevant Government departments in respect of current and potential future increases, as well as engaging in discussions with potential third party financiers who provide such environmental bonding facilities on commercial terms. There is no guarantee that Aeris will be able to obtain the necessary funding to meet any increases in the environmental bonds, either on commercial terms or at all. Health and safety risk As with any mining project, there are health and safety risks associated with the Aeris' operations in Australia. While Aeris regularly and actively reviews its workplace health and safety systems and monitors its compliance with workplace health and safety regulations, no assurance can be made that Aeris has been or will be at all times in full compliance with all applicable laws and regulations, or that workplace accidents will not occur in the future. 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 a failure to comply with such obligations or workplace health and safety laws and regulations generally could result in civil claims, criminal prosecutions or statutory penalties against Aeris which may adversely affect Aeris' business, financial position and performance. Insurance risk Aeris maintains insurance within ranges of coverage it 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, or that such coverage will be at reasonable rates or that any coverage it arranges will be adequate and available to cover any such claims. Further, Aeris may elect to not purchase insurance for certain risks due to various factors (such as cost, likelihood of risks eventuating and industry practice). The lack of, or insufficiency of, insurance coverage could adversely affect Aeris' business financial position and performance. 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. 41#42Risk Factors (cont.) Business risks We are Aeris 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. 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. Contractual and joint venture risks Aeris' 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. 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. 42 42#43Risk Factors (cont.) Employees We are Aeris 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 Aeris' operations and materially impact its business, financial position and performance. Labour disputes could also lead to lost production and/or increased costs. In particular, prior to the Acquisition ROM experienced a sustained period of high employee turnover as a result of the competitiveness of the labour market and recent travel restrictions, and Aeris identified that access to skilled labour is limited for its Tritton Copper Operations. If Aeris is unable to successfully employ a consistent workforce it may result in operation inefficiencies which may have a material impact on Aeris' business, financial position and performance. 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 and contingent instrument finance; the Company may require further financing in addition to amounts raised under this Offer Document. Any additional equity financing may dilute shareholdings, and any additional debt financing (if available) 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. 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. 43#44Risk Factors (cont.) Native title and heritage risk We are Aeris 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. COVID-19 The global economic outlook is continuing to face some uncertainty in the aftermath of the COVID-19 pandemic, which has had a significant impact on global capital markets, commodity prices and foreign exchange rates. While the pandemic is no longer considered to be a Public Health Emergency of International Concern (PHEIC), the occurrence of new variants of the virus or an increased infection rates could lead to a suspension or disruption in the Company's operations for an unknown period of time. Although COVID-19 did not previously have any material impact on the Company's operations, any unforeseen disruptions to the Company's operations may adversely impact the financial condition of the Company. The Company may also continue to be effected by supply chain disruptions resulting from the COVID-19 pandemic, and the effects of measures implemented by governmental authorities around the world to limit the transmission of the virus (such as travel bans) may continue to adversely impact the Company's operations, financial position and prospects - albeit to a lesser extent than existed when the pandemic was considered to be a PHEIC. Risk of not taking up Entitlement Offer Entitlements cannot be traded on ASX or privately transferred. If eligible retail shareholders do not take up all or part of their available entitlements, individuals' percentage shareholding in Aeris will be diluted (in addition to the dilution which will take place as a result of the Placement). In addition, investors may have their investment diluted by future capital raisings by Aeris. Equity underwriting risk Aeris has entered into an Underwriting Agreement in respect of the Offer to which only the Underwriters and the Company are a party (refer to Appendix D. Prior to settlement of the Placement, there are certain events which, if they were to occur, may affect the obligations of the Underwriters and/or WHSP to underwrite the Offer. If certain conditions are not satisfied or certain events occur under the Underwriting Agreement, the Underwriters may terminate the Underwriting Agreement which may require Aeris to search for alternative financing. The ability of the Underwriters to terminate the Underwriting Agreement in respect of some events will depend (amongst other things) on whether the event has or is likely to have a material adverse effect on the success, settlement or marketing of the Offer, or could reasonably be expected to give rise to a contravention by, or liability for, the Underwriters under applicable law. If the Underwriting Agreement is terminated for any reason, then Aeris may not receive the full amount of the proceeds expected under the Offer, Aeris' financial position might change and it might need to take other steps to raise capital. Refer to Appendix D of this Presentation for a summary of the termination events set out in the Underwriting Agreement. 44 44#45Appendix C We are Aeris#46International Offer Restrictions We are Aeris 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. 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"). Accordingly, this document may not be distributed, and the New Shares may 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. New Zealand This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the "FMC Act"). The New Shares are not being offered to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021. Other than in the entitlement offer, the New Shares may only be offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) to a person who: is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act; meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act; is large within the meaning of clause 39 of Schedule 1 of the FMC Act; is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act. 46 46#47International Offer Restrictions (cont.) We are Aeris 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 13 of the Securities and Futures Act 2001 of Singapore (the "SFA") or another exemption under the SFA. This document has been given to you on the basis that you are an "institutional investor" or an "accredited investor" (as such terms are defined in the SFA). If you are not such an investor, 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 in Singapore. On-sale restrictions in Singapore 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. United Kingdom Neither this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the New Shares. The New Shares may not be offered or sold in the United Kingdom by means of this document or any other document, except in circumstances that do not require the publication of a prospectus under section 86(1) of the FSMA. This document is issued on a confidential basis in the United Kingdom to "qualified investors" within the meaning of Article 2(e) of the UK Prospectus Regulation. This document may not be distributed or reproduced, in whole or in part, nor may its contents be disclosed by recipients, to any other person in the United Kingdom. Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the New Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21 (1) of the FSMA does not apply to the Company. In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 ("FPO"), (ii) who fall within the categories of persons referred to in Article 49(2) (a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated ("relevant persons"). The investment to which this document relates is available only to relevant persons. Any person who is not a relevant person should not act or rely on this document. United States This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The New Shares have not been, and will not be, registered under the US Securities Act of 1933 or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares may not be offered or sold in the United States. 47#48Appendix D We are Aeris#49Underwriting Agreement We are Aeris Jefferies (Australia) Pty Ltd (ABN 76 623 059 898) and Bell Potter Securities Limited (ABN 25 006 390 772) (Underwriters) are acting as Joint Lead Managers and underwriters to the Offer. Aeris has entered into an Underwriting Agreement in respect of the Offer to which only the Underwriters and Aeris are a party (Underwriting Agreement). If the conditions to the Underwriting Agreement are not satisfied (or waived), or certain events occur, the Underwriters may terminate the Underwriting Agreement (relieving them of all their respective obligations). The events which may trigger termination under the Underwriting Agreement are: 1. 2. -23 3. 56700 4. 5. 6. 7. 8. 9. 10. the ASX announces that the Company will be removed from the official list of ASX or that its shares will be suspended from quotation; the Company amends any of the Offer materials without the prior written consent of the Underwriters; in the reasonable opinion of the Underwriters, an obligation arises on the Company to give ASX a notice in accordance with sections 708AA(10), 708AA(12) or 708A(9) of the Corporations Act; a statement in the Offer materials is or becomes misleading or deceptive in a material respect (including by omission), or the Offer materials omit any information they are required to contain, or the issue or distribution of any of the Offer materials, or the conduct of the Offer, is misleading or deceptive or likely to mislead or deceive; the Company withdraws, or indicates that it will not or is unable to proceed with, the Offer (or any part of it); certain certificates required to be provided by the Company to the Underwriters are not provided by the time required or contain a statement that is false, misleading, deceptive, untrue or incorrect; quotation of the New Shares is not granted of, if granted, the approval for quotation is subsequently withdrawn, qualified (other than by customary conditions) or withheld; at any time, the S&P/ASX 200 Index falls to a level that is 90% or less of the level as at the close of trading on the date of the Underwriting Agreement or closes at that 90% level or less on the Business Day immediately prior to each settlement date; WHSP failing to (or indicating to the Underwriters that it will not) settle any part of the: A. WHSP Commitment in accordance with the timetable, or the WHSP Commitment having been breached, terminated, rescinded or varied without the prior written consent of the Underwriters; B. Sub-underwriting Agreement in accordance with the Offer timetable, or the Sub-underwriting having been breached, terminated, rescinded or varied without the prior written consent of the Underwriters; a delay in the timetable without the prior consent of the Underwriters; 11. any waivers from ASX that are required for the Offer are withdrawn, revoked or amended; 12. a director of the Company or the Chief Financial Officer is charged with an indictable offence; 13. a director of the Company is disqualified from managing a corporation under Part 2D.6 of the Corporations Act; 14. the Company or any of its directors, the Chief Financial Officer or the Chief Operating Officer is found to have engaged in fraudulent conduct or activity; 15. resignation or termination of the Executive Chairman, Chief Financial Officer or Chief Operating Officer of the Company occurs; 16. the Company or a material group member is insolvent or circumstances arise which are likely to result in the Company or a material group member becoming insolvent; 17. a person brings an application to a government agency, such as the Takeovers Panel, in relation to the Offer or the Company; 18. a government agency commences, or gives notice of an intention to commence any investigation, proceedings or hearing in relation to the Offer or the Offer materials; 19. a government agency commences or gives notice of an intention to commence any proceedings or hearing or investigation into the Company or a prosecution of the Company or any director of the Company; 20. any adverse change occurs which materially impacts or is likely to impact, the assets, operational or financial position or prospects of the Company (or any of its subsidiaries); 21. any debt facility or related debt document is terminated, or there is breach, or default under any debt facility or related debt document, including any default or review event which results in acceleration of the repayment of the debt or prejudices the ability of the Company to drawn down under the debt or financing arrangement or otherwise has an adverse effect on the group; 22. where the Company is prevented from allotting or issuing the New Shares under the ASX Listing Rules or any other laws (or order of a court); 49#50Underwriting Agreement (cont.) We are Aeris 23. the Company breaches the Underwriting Agreement (including any representation or warranty) or a representation or warranty becomes misleading or deceptive or not true or correct; 24. certain information provided by or on behalf of the Company to the Underwriters in relation to the Offer (and the associated due diligence process) is or becomes misleading or deceptive (including by omission); 25. there is a change in law or policy in Australia (other than a law or policy which has been announced prior to the date of the Underwriting Agreement) any of which does or is likely to prohibit or regulate the Offer, capital markets or stock markets; 26. the Company contravenes applicable law or regulation, its constitution, the ASX Listing Rules or any other order or request by ASIC, ASX or a government agency; 27. any aspect of the Offer does not comply with applicable law or the ASX Listing Rules (including the terms of any waiver granted by ASX); 28. there is an event or occurrence of any government agency which makes it illegal for the Underwriters to satisfy an obligation under the Underwriting Agreement, or to market, promote or settle the Offer; 29. (i) trading of all securities quoted on ASX, Hong Kong Stock Exchange, London Stock Exchange or New York Stock Exchange is suspended or limited in a material respect for a whole day on which that exchange is open; (ii) a general moratorium on commercial banking activities in Australia, Hong Kong, the United States or the United Kingdom is declared by the relevant central banking authority or there is a disruption in commercial banking or securities settlement or clearance services in any of those countries; (iii) any adverse change or disruption to the existing financial markets, political or economic conditions of Australia, Hong Kong, the United States of America, the United Kingdom or the international financial markets; or (iv) hostilities or a national emergency not presently existing commence (whether war or national emergency has been declared or not) or a major escalation in existing hostilities occurs (whether war has been declared or not) involving any one or more of Australia, New Zealand, Hong Kong, the People's Republic of China, South Korea, Japan, Israel, Iran, the United States of America, the United Kingdom, any member of the European Union or any member state of the North Atlantic Treaty Organization, or a major terrorist act is perpetrated in any of those countries or any diplomatic, military, commercial or political establishment of any of those countries elsewhere in the world, or: A. B. nuclear weapons of any sort are used in connection with; or the military of any member state of the North Atlantic Treaty Organization becomes directly involved in, the Ukraine conflict that is currently ongoing. In respect of certain events above, the underwriting obligations can only be terminated where the Underwriters have reasonable grounds to believe that the relevant circumstances could have a material adverse effect on the success, settlement or marketing of the Offer or on the ability of the Underwriters to market or promote or settle the Offer, or could lead to a contravention by the Underwriters or their affiliates or liability for the Underwriters or their affiliates under any applicable law. The remaining Underwriter may elect to take up the rights and assume the obligations of the terminating Underwriter. The Company will not be obliged to pay a terminating Underwriter any fees which are not payable or accrued prior to the date of termination. The Underwriting Agreement also contains representations and warranties, indemnities and undertakings in favour of the Underwriters. 50 50