Aeris Annual Report 2022

Aeris Resources Limited
Notes to the consolidated financial statements
30 June 2022
32. Deed of cross guarantee
Aeris Resources Limited has entered into a Deed of Cross Guarantee (the Deed) with its wholly-owned subsidiaries as
listed in note 30. The effect of the Deed is that the members of the Closed Group guarantee to each creditor, payment in
full of any debt, in the event of winding up of any of the members under certain provisions of the Corporations Act 2001.
ASIC Corporations (Wholly-owned Companies) Instrument 2016/785 provides relief to parties to the Deed from the
Corporations Act 2001 requirements for preparation, audit and lodgement of Financial Reports and Directors’ reports,
subject to certain conditions as set out therein.
The consolidated statement of comprehensive income and consolidated statement of financial position are substantially
the same as the consolidated entity and therefore have not been separately disclosed.
33. Events after the reporting period
Acquisition of Round Oak Minerals Pty Limited
On 1 July 2022, Aeris Resources Limited acquired 100% of the issued shares in Round Oak Minerals Pty Limited (Round
Oak) from Washington H. Soul Pattinson Limited for a total consideration of $234 million. Round Oak is the owner of a
diverse portfolio of high-quality Australian copper and zinc assets. The addition of these assets to the existing Aeris
portfolio will transform the Company into a diversified, mid-tier producer with significant high-grade ore reserve tonnes
and further organic growth opportunities. The transaction was approved by Aeris shareholders at an Extraordinary
General Meeting held on 24 June 2022.
The financial effects of this transaction have not been recognised at 30 June 2022. The operating results and assets and
liabilities of the acquired company will be consolidated from 1 July 2022.
The purchase consideration for the acquisition includes the following components:
● cash payment on settlement of $80 million; and
● the issue and allotment of fully paid ordinary shares in Aeris at a deemed issue price of $0.105 per share to a total
value of $154 million, being 1,466,666,667 shares.
Acquisition-related costs of $1.951 million have been recognised in the consolidated statement of comprehensive income
for the year ended 30 June 2022.
At the time the financial statements were authorised for issue, the consolidated entity had not yet completed the
accounting for the acquisition of Round Oak. In particular, independent valuations of the fair value of the assets and
liabilities acquired are still being finalised. It is also not yet possible to provide detailed information about each class of
acquired receivables and any contingent liabilities of the acquired entity.
Issue of shares under conditional placement
On 1 July 2022, the Company issued 162,781,913 fully paid ordinary shares in Aeris to an existing Institutional shareholder,
Paradice Investment Management Pty Ltd (Paradice), at $0.105 per share to raise $17.1 million. The issue of the shares
was subject to:
● the Company obtaining shareholder approval to issue the shares to Paradice; and
● completion of the acquisition of Round Oak Minerals Pty Limited (Round Oak).
The acquisition of Round Oak was approved by Aeris shareholders at an Extraordinary General Meeting held on 24 June
2022 and the acquisition was completed on 1 July 2022.
AERIS ANNUAL REPORT 2022
Consolidation of share capital
On 8 July 2022, the Company completed a share consolidation. Aeris shares were consolidated at the ratio of 7 fully paid
ordinary shares into 1 fully paid ordinary share. Performance rights were also consolidated at the same ratio as the
ordinary shares.
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