AGUIA RESOURCES LIMITED — AGM Information 2012

Oct 30, 2012

A B N 9 4 1 2 8 2 5 6 8 8 8

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NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of the Company will be held at Level 10, 131 Macquarie Street, Sydney, New South Wales on 30 November 2012 at 11.30 AM (AEDT).

This Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on (02) 9299 9690

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AGUIA RESOURCES LIMITED

A B N 9 4 1 2 8 2 5 6 8 8 8

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting of Shareholders of Aguia Resources Limited (“ Aguia ” or “ Company ”) will be held at Level 10, 131 Macquarie Street, Sydney, New South Wales on 30 November 2012 at 11.30 am (AEDT) (“ Meeting ”).

The Company has also made arrangements for the auditor of the Company to attend the meeting by telephone from the offices of the Company’s auditor, Deloitte Touche Tohmatsu, at Level 14, 240 St Georges Terrace, Perth, Western Australia.

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

It is the Chairman’s intention to vote all undirected proxies in favour of all resolutions.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on 28 November 2012 at 7:00 pm (AEDT).

Terms and abbreviations used in this Notice and the Explanatory Memorandum are defined in Section 10 of the Explanatory Memorandum.

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AGENDA

1. Annual Report

To table and consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2012, which includes the financial report, directors’ report in relation to that year and the auditor’s report in the financial report.

2. Resolution 1 – Adoption of Directors Remuneration Report

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding ordinary resolution :

“That, for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, approval is given to the adoption of the Remuneration Report as contained in the Company’s financial report for the year ended 30 June 2012.”

Short Explanation : The vote on this resolution is advisory only and does not bind the Directors or the Company.

3. Resolution 2 – Re-election of Mr Graham Ascough

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“ That Mr Graham Ascough, being a director of the Company who retires in accordance with Article 6.3(c) of the Constitution, and being eligible, be re-elected as a Director of the Company.”

4. Resolution 3 – Election of Mr David Gower

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That Mr David Gower, whom has nominated himself for the election of Director of the Company in accordance with ASX Listing Rule 14.3 and Article 6.2 of the Constitution, and being eligible, be elected a Director of the Company.”

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5. Resolution 4 – Approval of Incentive Options to Dr Fernando Tallarico

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 10.11 of the ASX Listing Rules, Chapter 2E of the Corporations Act and for all other purposes, approval is given for the Company to issue and allot 500,000 Incentive Options to Dr Fernando Tallarico or his nominee, for the purposes and upon the terms and conditions set out in the Explanatory Memorandum accompanying the Notice.”

6. Resolution 5 – Approval of Options to Employees

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 7.1 of the ASX Listing Rules and for all other purposes, approval is given for the Company to issue and allot up to 630,000 Options to Employees of the Company, for the purposes and the terms and conditions set out in the Explanatory Memorandum accompanying the Notice.”

7. Resolution 6 – Approval of 10% Placement Facility Under Listing Rule 7.1A

To consider and if thought fit, to pass, with or without amendment, the following resolution as a special resolution :

“That for the purposes of Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital in the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and other the terms and conditions in the Explanatory Memorandum.”

EXPLANATORY MEMORANDUM

Attached to and forming part of this Notice is the Explanatory Memorandum which provides Shareholders with background information and further details on the Resolutions to be considered at the Meeting, in accordance with the ASX Listing Rules.

BY ORDER OF THE BOARD

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ANDREW BURSILL Company Secretary 31 October 2012

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Voting Exclusion Statement:

The Corporations Act restricts members of the key management personnel ( KMP ) of the Company and their closely related parties (which includes a KMP’s spouse, dependents and companies controlled by the KMP) from voting in relation to remuneration related resolutions (being Resolution 1 in relation to the remuneration report and in the instance of undirected votes, Resolution 4 in relation to the issue of options Dr Tallarico, a Director of the Company).

What this means for shareholders : If you intend to appoint a member of the KMP (such as the Chairman of the AGM or one of the directors) as your proxy, please ensure that you direct them how to vote on Resolution 1 and 4. If you intend to appoint the Chairman of the Meeting as your proxy, you can direct him how to vote by either marking the boxes for Resolutions 1 and 4 (for example if you wish to vote for or against or to abstain from voting), or by appointing the Chairman as your proxy without directing him how to vote, you will need to give expressed authority for the Chairman to exercise your proxy by marking the tick box on Step 3 of the proxy form (in which case the Chairman of the Meeting will vote in favour of Resolution 1 and 4).

The Company will disregard any vote cast on resolutions by excluded shareholders detailed in the table below. However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by a person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution

Shareholders excluded from voting

Resolution 1 – Adoption of Directors Remuneration Report

The Company will not accept any votes cast on Resolution 1 by or on behalf of a person who is disclosed in the Remuneration Report as one of the key management personnel of the Company (including Directors), or a closely related party of that person (as these persons are not entitled to vote on the resolution in their own capacity). However the Company will accept a vote cast by such a person if they do so as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form. As a result of recent amendments to the Corporations Act 2001, the Chairman will vote undirected proxies on this resolution relating to the Remuneration Report in certain circumstances. Please refer to the ‘Key Management Personnel Voting Exclusion’ information set out in the Information for Shareholders section at the end of this Notice of Meeting.

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Resolution 4 – Approval of Incentive Options to Dr Fernando Tallarico

The Company will disregard any votes on Resolution 4 by: Dr Fernando Tallarico; and an associate of Dr Tallarico. However, the Company need not disregard a vote if:  it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or  it is cast by a person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as theproxydecides.

Resolution 5 – Approval of Options to Employees

The Company will disregard any votes on Resolution 5 by: a participant to the issue, and any other person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed; and an associate of a participant to the issue, or an associate of any other person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities. However, the Company will not disregard a vote if: it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or it is cast by the person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form tovote as the proxy decides.

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	Resolution 6 –Approval of 10% Placement Facility Under Listing Rule 7.1A	The Company will disregard any votes cast on this Resolution by a person (and any associates of such a person) who may participate in the 10% Placement Facility and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if this Resolution is passed. However, the Company will not disregard a vote if: (a) It is cast by the person as proxy for a person who entitled to vote, in accordance with the directions of the Proxy Form or (b) It is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides. Important Note: The proposed allottees of any Placement Securities are not as yet known or identified. In these circumstances (and in accordance with the note set out in ASX Listing Rule 14.11.1 relating to ASX Listing Rules 7.1 and 7.1A), for a person’s vote to be excluded, it must be known that that person will participate in the proposed issue. Where it is not known who will participate in the proposed issue (as in the case in respect of the Placement Securities), Shareholders must consider the proposal on the basis that they may or may not get a benefit and that it is possible that their holding will be diluted and there is no reason to exlcude their votes.

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AGUIA RESOURCES LIMITED

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EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Annual General Meeting to be held will be held at Level 10, 131 Macquarie Street, Sydney, New South Wales on 30 November 2012 at 11.30 am (AEDT) and by telephone conference from the offices of the Company’s auditor at Level 14, 240 St Georges Terrace Perth Western Australia.

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions in the Notice.

This Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2: Action to be taken by Shareholders Section 3: Consideration of Accounts and Reports Section 4: Resolution 1 – Adoption of Directors Remuneration Report Section 5: Resolution 2 – Re-election of Mr Graham Ascough Section 6: Resolution 3 – Election of Mr David Gower Section 7: Resolution 4 – Approval of Incentive Options to Dr Fernando Tallarico Section 8: Resolution 5 – Approval of Options to Employees Section 9: Resolution 6 – Approval of 10% Placement Facility Under Listing Rule 7.1A Section 10: Definitions

A Proxy Form is located at the end of the Explanatory Memorandum.

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2. Action to be taken by Shareholders

Shareholders should read this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions provided. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

3. Consideration of Accounts and Reports

The Company’s Financial Report for the year ended 30 June 2012 is set out in the Company’s 2012 Annual Report. In accordance with the Corporations Act, Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the Financial Report and on the business and management of the Company.

During the discussion of this item, the Company’s auditor will be present and will answer qualifying questions.

Written questions for the auditor

If you would like to submit a written question to the Company’s auditor, please post your question to the Company Secretary or fax it to (612) 9299 9629. Written questions must relate to the content of the auditor’s report to be considered at the Annual General Meeting or the conduct of the audit. A list of qualifying questions will be made available at the Annual General Meeting.

Please note that all questions must be received at least five Business Days before the Annual General Meeting, that is by no later than 11:30am (AEDT) on 26 November 2012 .

4. Resolution 1 – Adoption of Directors Remuneration Report

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors or the Company.

Under recent changes to the Corporations Act which came into effect on 1 July 2011, if at least 25% of the votes cast on Resolution 1 are voted against adoption of the Remuneration Report at the Annual General Meeting, and then again at the Company's 2013 annual general meeting, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of directors of the Company (Spill Resolution).

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If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the extraordinary general meeting (Spill Meeting) within 90 days of the Company's 2013 annual general meeting. All of the Directors who were in office when the Company's 2013 Directors' report was approved, other than the managing director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as Directors is approved will be the Directors of the Company.

At the Company’s 2011 Annual General Meeting, the adoption of the Remuneration Report was carried on a unanimous show of hands, and in excess of 75% of the proxies received by the Company voted in favour of this resolution.

The remuneration report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The remuneration report is part of the Directors’ report contained in the annual financial report of the Company for the financial year ending 30 June 2012 which is also available on the Company’s website at www.aguiaresources.com.au.

A reasonable opportunity will be provided for discussion of the remuneration report at the Annual General Meeting.

4.2 Key Management Personnel Proxy Restrictions

Corporations Act 2001 (Cth) restricts members of the key management personnel (KMP) of the Company and their closely related parties (which includes a KMP’s spouse, dependent and company controlled by the KMP) from voting in relation to remuneration related items in certain circumstances.

This restriction does not limit shareholders from appointing the Chairman as their proxy with a direction to cast the votes on a resolution (which may be contrary to the Chairman’s stated voting intention) or from abstaining from voting on a resolution.

What this means for shareholders : If you intend to appoint a member of the KMP (such as the Chairman of the AGM or one of the directors) as your proxy, please ensure that you direct them how to vote on Resolution 1 and 5. If you intend to appoint the Chairman of the Meeting as your proxy, you can direct him how to vote by either marking the boxes for Resolutions 1 and 5 (for example if you wish to vote for or against or to abstain from voting), or by appointing the Chairman as your proxy without directing him how to vote, you will need to give expressed authority for the Chairman to exercise your proxy by marking the tick box on Step 3 of the proxy form(in which case the Chairman of the Meeting will vote in favour of Resolution 1 and 5).

5. Resolution 2 – Re-election of Mr Graham Ascough

Article 6.3(c) of the Constitution requires that one third of the Directors must retire at each annual general meeting (rounded down to the nearest whole number).

Article 6.3(f) provides that a Director who retires under Article 6.3(c) is eligible for re-election.

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Pursuant to these Articles of the Constitution, Mr Ascough will retire by rotation and seek re-election.

Brief Curriculum Vitae of Director Mr Ascough

Non-executive Chairman

Mr Ascough has more than 23 years of industry experience evaluating mineral projects and resources in Australia and overseas including on-ground experience in Brazil. He has had broad industry involvement ranging from playing a leading role in setting strategic direction for significant country-wide exploration programmes to working directly with mining and exploration companies. Mr Ascough is a geolophysicist by training and was the managing director of Mithril Resources Ltd from October 2006 until June 2012. He is currently non-executive director of Mithril Resources Ltd. Prior to joining Mithril, Mr Ascough was the Australian manager of Nickel and PGM Exploration at major Canadian resource house, Falconbridge Ltd (acquisition by Xstrata in 2006). Mr Ascough is also chairman of the ASX listed company Musgrave Minerals Limited.. He is a councillor of the South Australian Chamber of Mines and Energy and is chair of its Exploration Committee. Mr Ascough is a member of the Australasian Institute of Mining and Metallurgy and is a Professional Geoscientist of Ontario, Canada. Mr Ascough was appointed a Director of the company on 19 October 2010 and Chairman on 25 August 2011.

Directors’ Recommendation and Reasons for Recommendation in relation to Resolution 2

The Directors (other than Mr Ascough) recommend that you vote in favour of Resolution 2.

6. Resolution 3 – Election of Mr David Gower

The Company Constitution provides that a nomination for the election of Director must be accepted if it is received in accordance with Article 6.2 of the Constitution.

Pursuant to Article 6.2, Mr David Gower has nominated himself for the election of a Director. Mr Gower, being eligible for election in accordance with this Article, seeks election as a Director of the Company.

Brief Curriculum Vitae of Director Mr David Gower

In relation to his self-nomination, Mr Gower has provided his biographical information that is attached as Appendix 1 to this Notice.

Directors’ Recommendation and Reasons for Recommendation in relation to Resolution 3

The Board (with Mr Pickett abstaining) recommends that shareholders vote in favour of the election of Mr Gower.

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7. Resolution 4 – Approval of Incentive Options to Dr Fernando Tallarico

Resolution 4 seeks Shareholder approval pursuant to Listing Rule 10.11 for the grant of Incentive Options to Dr Fernando Tallarico (or his nominees) as an incentive component of his employment as a Technical Non-Executive Director of the Company.

Dr Tallarico is a geologist and brings over 20 years’ experience in exploration to the Company having previously held senior roles including Exploration Manager for BHP Diamond South America and completed project generation in Brazil for Noranda, Falconbridge and CVRD. He has played an integral part in identifying and acquiring the phosphate projects and oversees the dedicated technical team in country.

Dr Tallarico leads the exploration team for the Company that recently discovered the Tres Estradas phosphate deposit. Dr Tallarico is a practising member of the Association of Professonal Geoscientists of Ontario (APGO), and is entitled to practise and use the title P.Geo.

Dr Tallarico has previously been issued with the following Options as incentives for his performance:

Incentive	Number	Exercise	Expiry Date
Option Class		Price
Class A	500,000	$0.40	30 September 2012
Class B	500,000	$0.50	30 September 2013
Class C	500,000	$0.60	31 March 2014

The Board has chosen to grant additional Incentive Options to Dr Tallarico as a key component of his remuneration in order to attract and retain his services and to provide incentive linked performance of the Company.

Listing Rule 10.11 requires Shareholder approval for the proposed grant of the Incentive Options. Listing Rule 10.11 provides, subject to certain exceptions, that Shareholder approval is required for any issue of securities by a listed company to a related party. As Dr Tallarico is a related party of the Company and none of the exceptions contained in Listing Rule 10.12 apply, Shareholder approval is required in accordance with Listing Rule 10.11.

Shareholder approval is sought under Listing Rule 10.11 and as such approval under Listing Rule 7.1 is not required.

Resolution 4 is an ordinary resolution.

7.1 Specific information required by ASX Listing Rule 10.13

For the purposes of Shareholder approval of the grant of the Incentive Options and the requirements of Listing Rule 10.13, information is provided as follows:

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• (a) The maximum number of securities the Company can grant under Resolution 4 is 500,000 Incentive Options exercisable at $0.25 each on or before 30 September 2016;

• (b) The Company will issue the Incentive Options no later than one (1) month after the date of the Meeting.

• (c) The Incentive Options will be granted for no consideration.

• (d) Upon exercise of the Incentive Options, the Shares will be issued on a one for one basis on the same terms as the Company's existing Shares.

• (e) A voting exclusion statement is included in the Notice.

• (f) No funds will be raised from the granting of the Incentive Options as they are being granted as an incentive component of his remuneration package.

7.2 Terms and Conditions of Incentive Options to Dr Tallarico

The material terms and conditions for the Incentive Options proposed to be issued under Resolution 4:

• Subject to the terms and conditions below, each Director Option will entitle the holder ( Holder ) to subscribe for one (1) Share at $0.25 per option.

• The Incentive Options that are the subject of Resolution 4 will vest immediately upon allotment;

• The Incentive Options will expire on 30 September 2016 ( Expiry Date ). Options not exercised on or before the Expiry Date will automatically lapse.

• If permitted by the Board, Incentive Options may be issued to a nominee of the relevant Director that is acceptable to the Board.

• The Incentive Options are not transferable except with the prior written consent of the Board.

• Shares issued and allotted pursuant to the exercise of Incentive Options will rank equally in all respects with the then existing Shares and will be subject to the provisions of the Constitution.

• Subject to the following paragraphs, an Incentive Option does not confer the right to participate in new issues of securities by the Company without first exercising that Option. However, the Company will ensure that for the purpose of determining entitlements to any such issue, the Company will notify the Holders of Directors Options of the details of the new issue by the relevant date for the particular issue as determined in accordance with the Listing Rules.

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• Adjustments to the number of Shares underlying each Incentive Option and/or the Exercise Price will be made in accordance with the requirements of the Listing Rules to take account of changes to the capital structure of the Company by way of pro-rata bonus and cash issues.

• The terms of the Incentive Options do not prevent the Incentive Options being reconstructed as required by the Listing Rules on a reconstruction of the Company’s issued capital. The rights of a Holder of an Option may be changed to the extent necessary to comply with those Listing Rules that apply to a reorganisation of capital at the time of the reorganisation.

• In the event of any reconstructions of the Company’s issued capital, Incentive Options will be treated in the following manner:

• (a) in the event of a consolidation of the Shares, the number of Incentive Options will be consolidated in the same ratio as the Shares and the Exercise Price will be amended in inverse proportion to that ratio;

• (b) in the event of a subdivision of the Shares, the number of Incentive Options will be subdivided in the same ratio as the Shares and the Exercise Price will be amended in inverse proportion to that ratio;

• (c) in the event of a pro-rata cancellation of Shares, the number of Incentive Options will be reduced in the same ratio as the Shares and the Exercise Price will be amended in inverse proportion to that ratio; and

• (d) in the event of any other reconstruction of the issued capital of the Company, the number of Incentive Options or the Exercise Price or both will be reconstructed (as appropriate) in a manner which will not result in any benefits being conferred on the Holders of the Incentive Options which are not conferred on Shareholders.

• The Company will apply to the ASX for, and will use its best endeavours to obtain, quotation of all Shares issued and allotted on the exercise of a Incentive Option, but gives no assurance or undertaking that such quotation will be granted or maintained. However, the Company will not be applying for the quotation of any Incentive Options, once issued.

• If the Company is liquidated, all unexercised Incentive Options will lapse.

• In the instance that a Change in Control Event occurs in respect of the Shares of the Company, all Options will expire 30 days after the Change in Control.

• For the purposes of the above clause a " Change in Control Event " means:

• (i) the occurrence of:

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• (A) the offeror under a takeover offer in respect of all Shares announcing that it has achieved acceptances in respect of 50.1% or more of the Shares; and

• (B) that takeover bid has become unconditional (except any condition in relation to the cancellation or exercise of the Options); or

• (ii) the announcement by the Company that:

• (A) shareholders of the Company have at a Court convened meeting of shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement under which all Shares are to be either:

  • (1) cancelled; or

  • (2) transferred to a third party; and

(B) the Court, by order, approves the proposed scheme of arrangement.

7.3 Dr Tallarico Remuneration

The remuneration of the Dr Tallarico for the year ending 30 June 2012 was as follows:

				POST- EMPLOYMENT	POST- EMPLOYMENT
	SHORT-TERM					SHARE-BASED
2012	Salary & Fees (accrued and unpaid) $		Non- monetary $
				Super- annuation $	Retirement benefits $
		Bonus $				Shares $	Options $	Total $
Fernando Tallarico	195,395	56,990	16,175	22,920	-	-	-	268,500

It is not expected that Dr Tallarico’s remuneration will change materially during the year ended 30 June 2013.

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7.4 Dr Tallarico Interest Holding Company

After the passing of Resolution 4 and Resolution 5 and there being given effect, the Dr Fernando’s interests in Shares and Options will be as follows:

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7.5 Valuation of Options

The Options that are the subject of Resolution 4 have an assessed valuation of $24,325 (using a price per Option of 4.865 cents per Option, being the mid-point of valuation of Options as provided in the valuation report prepared by Stantons International Securities ( SIS ), based on the assessed fair value of the Options as calculated in the SIS Report. It is noted that SIS has valued the Options to be in a range of values between 3.045 cents to 6.502 cents per Option, based on volatilities ranging from 50% to 90%.

The fair value of the Options has been independently determined using a BlackScholes option pricing model that takes into account the Exercise Price, the term of the Option, the impact of dilution, the Share price at grant date, the expected volatility of the underlying Share, the expected dividend yield and the risk free rate for the term of the Option.

The model inputs for the calculation of the range of values of these Director Options include:

• i. Options are granted for no consideration, have a maximum life of approximately four (4) years, with all Options vesting immediately;

• ii. Expected Grant Date: 30 November 2012 but in any case no later than one (1) month after the date of passage of resolution 4;

• iii. Exercise Price: the price that is $0.25;

• iv. Expiry Date: 30 September 2016;

• v.

• ASX quoted Share price at valuation date: $0.15;

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• vi. Expected Price Volatility of the Shares: 70%;

• vii. Expected Dividend Yield: nil; and

viii. Risk-Free Interest Rate: 2.54%.

It is noted that the valuation has included a discount of 20% on the basis that the Director Options will not be quoted on the ASX.

Directors’ Recommendation and Reasons for Recommendation in relation to Resolution 4

The Board have refrained from making a recommendation in relation to Resolution 4 as there may be a perceived conflict in providing a recommendation on a fellow Director’s remuneration.

8. Resolution 5 – Authority to Grant Options to Employees

Resolution 5 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of Employee Options, to be granted at the discretion of the Directors to key employees of the Company.

The Board has chosen to grant Options to key employees of the Company in order to attract and retain their services and to provide incentives linked to the performance of the Company.

The key employees are members of the Brazilian technical project team employed by Falcon Metais Ltda on behalf of Aguia Resources Limited.

Listing Rule 7.1 – Shareholder approval of the E mployee Options

Listing Rule 7.1 provides that, subject to certain exceptions, Shareholder approval is required for any issue of securities by a listed company, where the securities proposed to be issued represent more than 15% of the Company’s securities then on issue.

Although the grant of the Employee Options under Resolution 5 would not result in the Company exceeding this 15% threshold, Shareholder approval has been sought by the Company pursuant to Listing Rule 7.1 to preserve its ability to use the 15% threshold exemption going forward.

Resolution 5 is an ordinary resolution.

8.1 Specific Information required by Listing Rule 7.3

For the purposes of Shareholder approval of the issue of the Employee Options and the requirements of Listing Rule 7.3, information is provided as follows:

• (a) The maximum number of securities the Company can grant under Resolution 5 is:

• (i) 630,000 Options exercisable at $0.25 each on or before 30 November 2016.

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• (b) The options will expire the earlier of 30 November 2016, or where the employees’s employment ceases with the Company for any reason within 12 months of the date of issue of the options, 30 days after the cessation of that employment

• (c) The Company will issue the Employee Options no later than three (3) months after the date of the Meeting.

• (d) The Options will be granted to key employees of the Company who are not related parties of the Company or their associates, at the discretion of Directors.

• (e) The Employee options that are subject to Resolution 5 will vest immediately upon allotment.

• (f) Upon exercise of the Employee Options, the Shares will be issued on a one for one basis on the same terms as the Company's existing Shares.

• (g) The Employee Options will be granted for nil consideration and therefore no funds will be raised.

• (h) It is not expected that funds will be raised by the Company upon exercise of the Employee Options.

• (i) A voting exclusion statement is included in the Notice.

8.2 Terms and Conditions of Employee Options

The material terms and conditions for the Advisor Options proposed to be issued under Resolution 5:

Subject to the terms and conditions below, each Employee Option will entitle the holder ( Holder ) to subscribe for one (1) Share at $0.25 per option.

• The Employee Options that are the subject of Resolution 5 will vest immediately upon allotment.

• The Employee Options will expire on 30 November 2016 ( Expiry Date ) or where the employee’s employment ceases with the Company for any reason within 12 months of the date of issue of the options, 30 days after the cessation of that employment. Employee Options not exercised on or before the Expiry Date will automatically lapse.

• If permitted by the Board, Employee Options may be issued to a nominee of the relevant Director that is acceptable to the Board.

• The Employee Options are not transferable except with the prior written consent of the Board.

• Shares issued and allotted pursuant to the exercise of Employee Options will rank equally in all respects with the then existing Shares and will be subject to the provisions of the Constitution.

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• Subject to the following paragraphs, an Employee Option does not confer the right to participate in new issues of securities by the Company without first exercising that Employee Option. However, the Company will ensure that for the purpose of determining entitlements to any such issue, the Company will notify the Holders of Employee Options of the details of the new issue by the relevant date for the particular issue as determined in accordance with the Listing Rules.

• Adjustments to the number of Shares underlying each Employee Option and/or the Exercise Price will be made in accordance with the requirements of the Listing Rules to take account of changes to the capital structure of the Company by way of pro-rata bonus and cash issues.

• The terms of the Employee Options do not prevent the Options being reconstructed as required by the Listing Rules on a reconstruction of the Company’s issued capital. The rights of a Holder of a Advisor Option may be changed to the extent necessary to comply with those Listing Rules that apply to a reorganisation of capital at the time of the reorganisation.

• In the event of any reconstructions of the Company’s issued capital, Advisor Options will be treated in the following manner:

• (a) in the event of a consolidation of the Shares, the number of Employee Options will be consolidated in the same ratio as the Shares and the Exercise Price will be amended in inverse proportion to that ratio;

• (b) in the event of a subdivision of the Shares, the number of Employee Options will be subdivided in the same ratio as the Shares and the Exercise Price will be amended in inverse proportion to that ratio;

• (c) in the event of a pro-rata cancellation of Shares, the number of Employee Options will be reduced in the same ratio as the Shares and the Exercise Price will be amended in inverse proportion to that ratio; and

• (d) in the event of any other reconstruction of the issued capital of the Company, the number of Employee Options or the Exercise Price or both will be reconstructed (as appropriate) in a manner which will not result in any benefits being conferred on the Holders of the Incentive Options which are not conferred on Shareholders.

• The Company will apply to the ASX for, and will use its best endeavours to obtain, quotation of all Shares promptly after the exercise of options. However, the Company will not be applying for the quotation of any Employee Options, once issued.

• If the Company is liquidated, all unexercised Employee Options will lapse.

• In the instance that a Change in Control Event occurs in respect of the Shares of the Company, all Options will expire 30 days after the Change in Control.

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• For the purposes of the above clause a " Change in Control Event " means:

• (i) the occurrence of:

  • (A) the offeror under a takeover offer in respect of all Shares announcing that it has achieved acceptances in respect of 50.1% or more of the Shares; and

  • (B) that takeover bid has become unconditional (except any condition in relation to the cancellation or exercise of the Options); or

• (ii) the announcement by the Company that:

  • (A) shareholders of the Company have at a Court convened meeting of shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement under which all Shares are to be either:

    • (1) cancelled; or

    • (2) transferred to a third party; and

  • (B) the Court, by order, approves the proposed scheme of arrangement.

8.3 Valuation of Options

The Options that are the subject of Resolution 5 have an assessed valuation of $31,557 (using a price per Employee Option of 5.009 cents per Option, being the mid-point of valuation of Options as provided in the valuation report prepared by Stantons International Securities ( SIS ), based on the assessed fair value of the Employee Options as calculated in the SIS Report. It is noted that SIS has valued the Options to be in a range of values between 3.161 cents to 6.659 cents per Option, based on volatilities ranging from 50% to 90%.

The fair value of the Employee Options has been independently determined using a Black-Scholes option pricing model that takes into account the Exercise Price, the term of the Advisor Option, the impact of dilution, the Share price at grant date, the expected volatility of the underlying Share, the expected dividend yield and the risk free rate for the term of the Option.

The model inputs for the calculation of the range of values of these Employee Options include:

• i. Advisor Options are granted for no consideration, have a maximum life of approximately four (4) years, with all Options vesting immediately upon allotment;

• ii. Expected Grant Date: 30 November 2012 but in any case no later than one (1) month after the date of passage of Resolution 5;

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• iii. Exercise Price: the price that is $0.25;

• iv. Expiry Date: 30 November 2016;

• v. ASX quoted Share price at valuation date: $0.15;

• vi. Expected Price Volatility of the Shares: 70%;

• vii. Expected Dividend Yield: nil; and

• viii. Risk-Free Interest Rate: 2.55%.

It is noted that the valuation has included a discount of 20% on the basis that the Advisor Options will not be quoted on the ASX.

Directors’ Recommendation and Reasons for Recommendation in relation to Resolution 5

The Board recommends Shareholders vote in favour of Resolution 5 as it allows the Company to provide an incentive to the Company’s employees whilst conserving the cash reserves of the Company.

9. Resolution 6 – Approval of 10% Placement Facility under Listing Rule 7.1A

9.1 General

ASX Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of their issued capital through placements over a 12 month period after the annual general meeting (10% Placement Facility). The 10% Placement Facility is in addition to the Company’s 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

The Company is now seeking shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility.

The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to section 9.2 (c) below).

The Directors of the Company believe that Resolution 6 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution.

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9.2 Description Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting.

(b) Equity Securities

Any Equity Securities under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

As at the date of this Notice, the only class of Equity Securities in the Company quoted in the ASX are the ordinary shares in the Company. The Company presently has 106,245,137 ordinary shares as at the date of this Notice of Meeting.

(c) Formula for calculation 10% Placement Facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

• A is the number of shares on issue 12 months before the date of issue or agreement:

• (A) Plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;

• (B) Plus the number of partly paid shares that became fully paid in the 12 months;

• (C) Plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid ordinary shares under the entity’s 15% placement capacity without shareholder approval;

• (D) Less the number of fully paid shares cancelled in the 12 months.

Note that A has the same meaning in Listing Rule 7.1 when calculating an entity’s 15% placement capacity.

D is 10%

• E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.

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(d) Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity’s 15% placement capacity under Listing Rule 7.1.

At the date of this Notice, the Company has on issue 106,245,137 shares and therefore has a capacity to issue:

• (i) 15,786,771 Equity Securities under Listing Rule 7.1.

(ii) 10,745,514 Equity Securities under Listing Rule 7.1A.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to section 9.2 (c) above).

(e) Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days immediately before:

• (i) The date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) If the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

(f) 10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

• (i) The date that is 12 months after the date of the annual general meeting at which the approval is obtained; or

• (ii) The date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

9.3 Listing Rule 7.1A

The effect of Resolution 6 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under Listing Rule 7.1.

Resolution 6 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

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9.4 Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

• (a) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company’s Equity Securities over the 15 Trading Days immediately before:

• (i) The date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) If the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

• (b) If Resolution 6 is approved by Shareholders and the Company issues Equity securities under the 10% Placement Facility, the existing Shareholders’ voting power in the Company will be diluted as shown in the below table. There is a risk that:

• (i) The market price for the Company’s Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and

• (ii) The Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities on the issue date or the Equity Securities are issued as part of the consideration for the acquisition of a new asset;

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The table below shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable ‘A’ calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice.

The table also shows:

• (i) Two examples where variable ‘A’ has increased, by 50% and 100%. Variable ‘A’ is based on the number of ordinary securities the Company currently has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

• (ii) Two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

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		Dilution	Dilution	Dilution
Variable 'A' in Listing Rule 7.1A.2		$0.07 50% decrease in Issue Price	$0.14 Issue Price	$0.24 100% increase in Issue Price
Current Variable 'A' 106,245,137	10% VotingDilution	10,624,514 Shares	10,624,514 Shares	10,624,514 Shares
	Funds Raised	$743,716	$1,487,432	$2,549,883
50% increase in current variable 'A' 159,367,706	10% VotingDilution	15,936,771 Shares	15,936,771 Shares	15,936,771 Shares
	Funds Raised	$1,115,574	$2,231,148	$3,824,825
100% increase in current variable 'A' 212,490,274	10% VotingDilution	21,249,027 Shares	21,249,027 Shares	21,249,027 Shares
	Funds Raised	$1,487,432	$2,974,864	$5,099,767

The table has been prepared on the following assumptions:

• (i) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility

• (ii) No Options (including any Options issued under the 10% Placement Facility) are exercised into Shares before the date of the issue of Equity Securities;

• (iii) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. The is why the voting dilution is shown in each example as 10%;

• (iv) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of the Meeting;

• (v) The table shows only the effect of issue of Equity Securities under Listing Rule 7.1A not under the 15% placement capacity under Listing Rule 7.1;

• (vi) The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes Options, it is assumed that those Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

• (vii) The issue price is $0.14 being the closing price of the Shares on the ASX on 6 September 2012.

• (c) The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 6 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities or Listing Rule 11.2 (disposal of main undertaking).

• (d) The Company may seek to issue the Equity Securities for the following purposes:

• (i) Non-cash consideration for the acquisition of assets such as mineral exploration tenements, or a business or company holding mineral exploration tenements. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or

• (ii) Cash consideration. In such circumstances, the Company intends to use the funds raised towards continued exploration and feasibility study expenditure on the Company’s current assets and/or general working capital.

The Company will comply with the disclosure obligations under Listing Rules 7.1A (4) and 3.10.5A upon issue of any Equity Securities.

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The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case by case basis having regard to the factors including but not limited to the following:

• (i) The methods for raising funds that are available to the Company, including but not limited to, rights issues or other issues in which existing security holders can participate;

• (ii) The effect of the issue of the Equity Securities on the control of the Company;

• (iii) The financial situation and solvency of the Company; and

• (iv) Advice from corporate, financial and broking advisors (if available).

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

• (e) The Company has not previously obtained Shareholder approval under Listing Rule 7.1A

• (f) A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class or existing security holder to participate in the issue of the Equity Securities. No existing Shareholder’s votes will therefore be excluded under the voting exclusion in this Notice.

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10. Definitions

In this Explanatory Memorandum and Notice:

AEDT means Australian Eastern Daylight Time, being the time in Sydney, New South Wales.

Aguia and Company means Aguia Resources Limited ACN 128 256 888.

Annual Report means the directors' report, the Company's financial report, and auditor's report thereon, in respect to the financial year ended 30 June 2012.

ASIC means Australian Securities and Investments Commission.

Associate has the meaning given to that term in Section 12(2) of the Corporations Act.

ASX means ASX Limited ACN 009 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited.

Board means the board of Directors.

Constitution means the Constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Documents mean each of the Notice, Explanatory Memorandum and the Proxy Form and all other documents, that each constitute part of this booklet and that accompany each other when sent to each Shareholder.

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

Employee means members of the Brazilian technical team employeed by Falcon Metais Ltda on behalf of Aguia Resources Limited.

Equity Securities has the meaning given to that term in Listing Rule 19.

Listing Rules means the listing rules of ASX.

Meeting has the meaning given in the introductory paragraph of the Notice.

Notice means this notice of meeting.

Option means Options granted on the terms and conditions in the Explanatory Memorandum.

Non-Executive Director Option means an option to acquire a fully paid ordinary share in the capital of the Company by a Non-Executive Director of the Company.

Proxy Form means the proxy form attached to the Notice.

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Remuneration Report means the remuneration report of the Company contained in the directors' report.

Resolution means a resolution contained in this Notice.

Schedule means a schedule to this Notice.

Securities has the meaning given to that term in Listing Rule 19.

Share or Shares means a fully paid ordinary share in the capital of the Company.

Shareholder means a shareholder of the Company.

In this Notice, words importing the singular include the plural and vice versa.

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APPENDIX 1 – DAVID GOWER BIOGRAPHY

Resume

David Gower, M.Sc., P. Geo.

1315 Blackburn Drive, Oakville, Ontario, L6M 2N5 Cell: 416 356 4839, Home: 905 827 9741, E-Mail: dpgower@cogeco.ca

		Employment History
12/06 - Present 06/02 – 12/06 Budget $40-80 million		Executive, Forbes Manhattan Companies. Currently President, Brazil Potash Corp., a private exploration company exploring and delineating large potash resources in Amazonas State, Brazil. Previously a Senior Executive of several Forbes and Manhattan group companies. Have a strong record of Exploration and Project development in Brazil including the Araguaia Nickel deposits (Falconbridge), Autazes Potash discoveries (Brazil Potash Corp.), acquisition of the Irati Energia oil shales and presently the corporate qualified person for all resource and geological work on the Belo Sun Mining Volta Grande project (Brazil’s largest undeveloped gold deposit now exceeding 5 million ounces of gold). Since joining Forbes in 2006, theoffice has been established and expanded to include more than 100 highly experienced Brazilian exploration and development professionals. Director Alamos Gold, Castillian Resources, Apogee Silver, Kibaran Resources General Manager Global Nickel and PGM Exploration– Falconbridge Limited Accomplishments: 1. Greenfield discovery of major nickel laterite deposit in Brazil –(more than 120 million tonnes of 1.5% Ni). Moved quickly to consolidate best land position over a 300 km long belt for dominant position in what will be a new mining camp. 2. In Sudbury Mining Camp: Revised plan and increased funding by 50%, accelerated evaluation of new high grade discovery at Nickel Rim South with shaft sinking commencing in 2005 for production in 2009. Discovery of the Fraser Morgan deposits which occur in four lenses and total 7.2 million tonnes grading 1.8% Ni, 0.5% Cu. Nickel Rim South Team awarded Prospector of the Year award by PDAC. Fraser Morgan presently being developed by Xstrata Nickel. 3. Raglan Mining Camp: Revised strategy from maintaining reserve base to increasing resource base with view to justifying future expansion of production. Have discovered new resources that total more than 2X the mining depletion in each of the 4 years I was involved and set new records for annual discovery rate every year. Production expansion project proceeding. 4. Africa: Identified the Kabanga project in Tanzania as a priority target and worked with business development to successfully negotiate the acquisition. Since commencement of program the resource was increased by 2.5X including two significant new discoveries (+10 million tonnes and expanding) by careful application of appropriate techniques in area previously surveyed by BHP, Anglo American and Barrick. 5. Australia: Projects deemed poor strategic fit, portfolio rolled into an IPO of a Jr. Company with back-in rights, control of products and significant equity position. Budget reallocated for use by new management team to develop stronger program. 6. Participated in the IPO of First Nickel Inc. in July of 2004 and subsequent divestiture of Lockerby Mine to FNI. 7. Identified potential to expand resources/reserves at Falcondo, Dominican Republic and re-initiated brownfields exploration there. Targeted to increase of 7 million tonnes at 30% higher than production grade in 2006. Reported to the Senior Vice President, Exploration and to the President of the Nickel Business Unit. Primary responsibility is to identify, prioritize and implement approved nickel and PGM explorationprograms,worldwide. This includesprojects related to

29

	operations support at Sudbury and Raglan mining camps in Canada and the Falcondo operations in Dominican Republic and negotiating and managing joint venture agreements. In addition provide support for Business development on acquisitions and for the Projects Group on advanced projects such as Nickel Rim South and Kabanga. The key activities for the position were to: 1. Set strategy, objectives and budgets regarding nickel and PGM exploration. 2. Manage the approved world wide nickel and PGM exploration programs in support of the Nickel Business Unit and communicate progress to the Business Unit Senior Management. 3. Monitor key competitor’s and establish Falconbridge as a preferred partner. Evaluate the best available nickel and PGM projects and proactively seek involvement in them at the earliest possible stages. 4. Effectively manage employees to produce results in a manner that fosters high ethical standards and the promotion of entrepreneurial and creative behaviors. Promote effective communication and relations with governments, first nations and local communities where required. Ensure opportunities for staff development. In addition was a member of the committee that approved new capital requests for nickel mining projects which is done using a six sigma, stage gate process. Primary accountabilityin thisprocess is resource/reservequality.
05-2000 – 05/2002 Budget $25-33 million	General Manager Northern Hemisphere and Australasia Exploration, Noranda Inc, Responsible for Noranda’s Northern Hemisphere and Australasia Exploration Programs, (Australasia since 2001) including project quality and implementation, strategic direction, joint ventures and staff development. In October 2001 was named internally as successor to Dr. Michael Knuckey as VP Exploration, the appointment was superseded by integration with Falconbridge. With the Executive VP and my counter part in the Southern Hemisphere, set global exploration priorities. An important accomplishment with this team was the development of a focused exploration strategy resulting in a major reprioritization of funding that quickly translated into a successful discovery rate. Participated in the discovery and delineation of a significant copper oxide deposit in Sonora State, Mexico (+130 million tonnes of oxide copper deposit). Exploration activities were conducted from six offices in Canada, Mexico, Ireland and Australia and included projects in Turkey and Papua New Guinea. Established EHS management systems that were implemented within the group and have been integrated into the global exploration effort. Exploration projects ranged from advanced to grass roots and included mining operations support in a variety of geological environments including porphyry copper, sedex (Zn and Cu), Fe-Ox Cu-Au, VMS, carbonate hosted Zn. Involved in ensuring standards for resource calculations were in line with 43-101 – CIM guidelines. Assessed geological and business criteria of numerous projects to set priorities for funding. I participated in the discovery and subsequent feasibility study of Perseverance deposits, Matagami mining camp (Perseverance team awarded Prospector of the Year award by PDAC). A production decision was approved to develop Perseverance and it is now in production. Advised on the early economic scoping studies for the El Morro porphyry Cu-Au deposit, Chile and El Pachon porphyry Cu deposit Argentina.
07/1997 – 05/2000 Budget $17-22 million	Director Canadian Exploration, Noranda Inc. Responsible for Noranda’s Canadian exploration program including project quality and implementation, strategic direction, and completion of joint venture agreements. Reviewed technical and business aspects of proposed field programs and conducted in- field technical reviews of all major projects. Geological environments included porphyry, porphyry skarn, VMS, Sedex Zn and Cu, magmatic nickel.. Projects ranged from early grass roots to advanced exploration (Perseverance discovery) and mine site. With support of Regional Managers perpetuated an EHS management system across the Canadian exploration program. Implemented new exploration technologies developed including use of 3D Seismic in crystalline rock environment which led to discovery of the deepHalfmile Lake Deposit,NB.

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	With legal department, established standards for Joint Venture and Confidentiality agreements for thegroup.
05/1995 – 07/1997 Budget $7.5 – 9 million	Regional Exploration Manager, Atlantic Canada, Noranda Inc. Responsible for Noranda’s Atlantic Canada Region exploration activities including regional programs in Newfoundland and Labrador and mine support programs at Brunswick and Heath Steele Mines, N.B. and Mines Gaspe, Que. Participated in discovery, delineation and evaluation of Porphyry mountain deposit, Gaspe (approximately 200 million tonnes grading 0.95% Cu Eq.). Completed divestment of Newfoundland assets including negotiation of numerous farm-out agreements. Initiated discussions with Inuit and Innu communities in Labrador with respect to ongoing exploration programs there. With EHS Department support, developed and implemented the Noranda Environmental and Safety Training for exploration, including design/delivery of training programs. Activities outside of Noranda included: Northern New Brunswick Representative for Association of Professional Geoscientists during drive for certification. President of New Brunswick Prospectors and Developers Assoc. Industry representative for selection committee for NB Department of Mines employees and industry advisor on Federal – Provincial Geoscience programs for N.B. and N.S.
O7/1989 – 07/1995	District Geologist – N.S., N.B., E. Quebec District, Noranda Inc. Responsible for Noranda and Brunswick Mining and Smelting Ltd.’s exploration programs in the district. Work comprised project management, geological mapping, geophysical interpretation and follow-up, geochemical sampling, resource calculations, budget proposals and control and technical reporting. Developed five year plan and budget for Brunswick Mining and Smelting Ltd. and integrated Brunswick and Noranda exploration teams. Developed strong working relationship between exploration group and operating management at Brunswick, Heath Steele and Gaspe mine sites. Participated in feasibility of Halfmile Lake and Lower C Zone deposits and with mine staff coordinated underground definition program at C Zone Mine. Made quarterly presentations to BM&S Board of Directors.
04/1986 – 07/1989	Project Geologist – Newfoundland, Noranda Inc. Completed field work on various gold and base metal projects in Newfoundland. Included project management, geological mapping, geophysical interpretation and follow-up, geochemical sampling, budget proposals and control and technical reporting. Participated in discovery of the Deer Cove gold deposit including delineation drilling, resource calculations and managed the road construction, driving of a ramp and underground exploration program. Devised training program for under ground sampling crews. Participated in discovery of Duck Pond VMS deposit, including delineation drilling – this deposit is currently being developed by Aur Resources.

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05/1982 – 12/1985 Project Geologist, Atlantic Canada, BP-Selco (various long Worked as project geologist conducting geological mapping, geochemical sampling, term contract variety of geophysical surveys and diamond drilling on various grass roots exploration positions projects in Atlantic Canada. Primarily gold and carbonate Zn environments. interspersed with M.Sc. Project Geologist, Gulf Minerals Canada Ltd. studies) Conducted uranium exploration in Nova Scotia, New Brunswick, northern Saskatchewan and Thelon and Great Bear Lake areas of NWT. 05/1981 – 05/1982 plus summer employment 1978-1980

Education

Master of Science, Geology , Memorial University of Newfoundland, 1989

Bachelor of Science, Geology , Saint Francis Xavier University, 1981

Professional Training

Strategic Business Training – U of Toronto, Rotman School of Management (11/05) Impact and Influence - MICA Management Resources (05/04) Finance for Non-Financial Managers – U of Western Ontario, Ivey School of Business (02/04) Communication Training - Corpworld (11/03) Leadership Edge Training, U of Toronto – Rotman School of Management (11/02) Noranda – Falconbridge Strategic Planning, U of Western Ontario – Ivey School of Business (03/02) Six Sigma Stage Gate Training, General Electric Operational Services, (11/01) Six Sigma Yellow Belt Training, General Electric Operational Services, (02/01) Executive Development Program (3 weeks), Queen’s U. School of Business, (07/00) Kidnap and Extortion Incident Management, Control Risks Group, (10/98) Leadership Development, Niagara Institute, (09/97) Environmental Law, McElvey, Stirling, Scales, 1992 Executive Course in Continuous Improvement, Tennessee Associates International, 1993 Mineral Economics (WGM in-house, Noranda), 1989 Mineral Economics Course, Queens University, 1985 Numerous geological, geochemical and geophysical short courses.

Professional Affiliations

Association of Professional Geoscientists of Ontario, P.Geo.

Member of Canadian Institute of Mining and Metallurgy

Prospectors and Developers Association of Canada, former Regional Representative, currently on PDAC Organizing Committee

Previously served terms as President and Vice President of New Brunswick Prospectors and Developers Association

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LODGE YOUR VOTE



==> picture [67 x 58] intentionally omitted <==

Aguia Resources Limited

ABN 94 128 256 888

www.linkmarketservices.com.au

ONLINE

By mail:  Aguia Resources Limited  [By fax:][ +61 2 9287 0309] C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia



All enquiries to: Telephone: +61 2 8280 7111

X99999999999

X99999999999

ShAREhOLDER VOTING FORM

I/We being a member(s) of Aguia Resources Limited and entitled to attend and vote hereby appoint:

APPOINT A PROXY

STEP 1 APPOINT A PROXY the Chairman OR if you are NOT appointing the Chairman of the Meeting as your proxy, of the Meeting please write the name of the person or body corporate (excluding the (mark box) registered shareholder) you are appointing as your proxy. I/we appoint the Chairman of the Meeting as an alternate proxy to the person named.

If no person/body corporate is named, the Chairman of the Meeting, is appointed as my/our proxy and to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 11:30am on Friday, 30 November 2012, at Level 10, 131 Macquarie Street, Sydney, New South Wales and at any adjournment or postponement of the meeting. I/we expressly authorise the Chairman of the Meeting to exercise my/our proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel. The Chairman of the Meeting intends to vote undirected proxies in favour of all items of business.

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting. Please read the voting instructions overleaf before marking any boxes with an X

STEP 2

VOTING DIRECTIONS

For Against Abstain * For Against Abstain * Resolution 1 Resolution 4 Adoption of Directors Remuneration Approval of Incentive Options to Report Dr Fernando Tallarico Resolution 2 Resolution 5 Re-election of Mr Graham Ascough Approval of Options to Employees Resolution 3 Resolution 6 Election of David Gower Approval of 10% Placement Facility Under Listing Rule 7.1A

 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll. STEP 3 IMPORTANT – VOTING EXCLUSIONS

If the Chairman of the Meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of Item 4 above, please place a mark in this box. By marking this box, you acknowledge that the Chairman of the Meeting may exercise your proxy even though he/she has an interest in the outcome of that Item and that votes cast by him/her for that Item, other than as proxyholder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Item 4 and your votes will not be counted in calculating the required majority if a poll is called on this Item.

The Chairman of the Meeting intends to vote undirected proxies in favour of Item 4.

STEP 4 SIGNATURE OF ShAREhOLDERS – ThIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

AGR PRX202R

HOW TO COMPLETE THIS PROXY FORM

Your Name and Address

This is your name and address as it appears on the company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in Step 1. If you appoint someone other than the Chairman of the Meeting as your proxy, you will also be appointing the Chairman of the Meeting as your alternate proxy to act as your proxy in the event the named proxy does not attend the meeting.

Votes on Items of Business – Proxy Appointment

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company’s share registry or you may copy this form and return them both together. The appointment of the Chairman of the Meeting as your alternate proxy also applies to the appointment of the second proxy.

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

• (b) return both forms together.

Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

Corporate Representatives

If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the company’s share registry.

Lodgement of a Proxy Form

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 11:30am on Wednesday, 28 November 2012, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy Forms may be lodged using the reply paid envelope or:

 ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the proxy form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the proxy form).

 by mail:

Aguia Resources Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 by fax:

+61 2 9287 0309



by hand:

delivering it to Link Market Services Limited, 1A Homebush Bay Drive, Rhodes NSW 2138

If you would like to attend and vote at the Annual General Meeting, please bring this form with you. This will assist in registering your attendance.