Aeris Resources Limited (ASX: AIS) (Aeris or the Company) is pleased to announce that it has entered into a binding agreement (Share Purchase Agreement or SPA) with Washington H. Soul Pattinson and Company Limited (WHSP) to acquire 100% of the share capital in Round Oak Minerals Pty Limited (Round Oak) (the Transaction).

Round Oak owns a diverse portfolio of high-quality Australian copper and zinc assets, including: Jaguar Zn/Cu underground mine located in Western Australia; Mt Colin Cu underground mine and Barbara deposit located in North-West Queensland; Advanced Stockman Cu/Zn development project in Victoria; and Highly prospective exploration tenements across all sites including a foothold into the mineral-rich Mt Isa region of North-West Queensland.

Aeris has agreed to pay WHSP A$234 million upon closing of the Transaction, comprised of an A$80m cash payment (Cash Component) and the issue of 1,466.7 million ordinary shares in Aeris at an issue price of A$0.105 per share up to a total value of A$154m. The acquisition of Round Oak will be on a debt free basis and at completion of the Transaction will have $16.9 million in cash. Aeris intends to fund the Cash Component through a fully underwritten A$117m equity raising conducted via an institutional placement4 and a 1 for 4.22 pro-rata, accelerated nonrenounceable entitlement offer (Equity Raising). Post completion of the acquisition and the equity raise, it is estimated that WHSP will hold approximately 30.3% of the register. WHSP will also nominate Robert Millner, the current chairman of WHSP, to join the board of directors of Aeris. Shareholder approval is required for the issue of shares to WHSP. Completion of the Transaction is currently expected to occur on 1 July 2022. A summary of the key terms of the SPA is included in Annexure A to this announcement

Commenting on the Round Oak acquisition, Aeris Executive Chairman Andre Labuschagne said: 'This transaction transforms Aeris into a mid-tier copper, gold and base metals producer with multiple operations and exceptional growth potential. The Round Oak asset portfolio is an excellent fit with Aeris' stated strategy to acquire advanced copper, base metals and gold assets in Australia that are strongly cash flow generative with attractive exploration upside. The introduction of the Stockman Project provides us with a second long life project, alongside Tritton, to underpin the group's production into the next decade.' 'We are confident that through the current team at Aeris and the experienced, high quality operational team joining us from Round Oak that we will add significant value to these assets and continue to grow the Company to the benefit of shareholders.'

'We are also looking forward to having Washington H Soul Pattinson as a major shareholder of Aeris. WHSP shares our vision for the Company and will be a long term, supportive investor going forward.'

Todd Barlow, Managing Director of WHSP commented: 'This transaction represents the culmination of a significant phase of investment in building a substantial base metals business and, through the combination of Round Oak with Aeris, provides a strong platform to continue WHSP's exposure to copper which is well-positioned to benefit from global trends in electrification and renewable infrastructure.'

Jaguar Zn/Cu Mine - located 65km north of Leonora, Western Australia and consisting of the Bentley underground mine (in production), the Triumph deposit (undeveloped), and the Jaguar and Teutonic Bore mines (which were both previously operating but are now on care and maintenance). The Bentley mine has a current planned mine life of approximately 4 years, supported by the recently discovered Turbo lens, and is forecast to produce 15.5kt5 Cu-eq in FY23. During FY23 a resource definition drilling program at Turbo and upgrades to the Bentley Mine infrastructure will be undertaken. Future mine life extensions are being investigated, supported by multiple near-term exploration targets as well as a demonstrated history of resource replacement over its operating life

Mt Colin Cu Mine and North West Queensland Exploration tenements - Mt Colin is an underground mining operation, located mid-way between Mt Isa and Cloncurry, with a current planned mine life of approximately two years and is forecast to produce 12.5kt6 Cueq in FY23. Ore from Mt Colin is trucked to Evolution Mining's Ernest Henry operation for thirdparty processing. The majority of capital at Mt Colin has been spent and the mine is expected to be cash generative over the next two years. The North-West Queensland exploration tenements includes the former Barbara open pit mining operation (currently on care and maintenance) upon which a study has been completed on a potential underground operation. The large regional tenement package is located in the highly endowed Mount Isa and Cloncurry regions and will give Aeris a strategic footprint in the region.

Conference Call

Investors are invited to join a conference call hosted by Andre Labuschagne (Executive Chairman) and Rob Brainsbury (CFO), today, 28 April at 2pm (Sydney time). To access the call please use the link below to register. Once registered, dial-in details will be provided. Registration Link: https://zoom.us/webinar/register/WN_SNyCZzJ_QVKY1snlExVApA

Contact:

Mr. Andre Labuschagne

Executive Chairman

Tel: +61 7 3034 6200

Website: www.aerisresources.com.au

Media

Madeleine Thornton

Tel: 07 5606 7591

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