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AGUIA RESOURCES LIMITED Capital/Financing Update 2017

Mar 2, 2017

64334_rns_2017-03-02_b7cb1d59-c743-4a62-ace2-dd916e0ce5a0.pdf

Capital/Financing Update

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3 March 2017

AGUIA LOOKS TO EXPAND GLOBAL INVESTOR BASE BY APPLYING FOR DUAL LISTING ON TSXV

  • AGR will be dual listed on ASX and TSXV if listing application approved

  • Listing would give AGR access to a dedicated agribusiness investor base and a larger pool of capital

  • Proposed 5-to-1 share consolidation of AGR shares listed on ASX to help facilitate TSXV listing

  • AGR well advanced in completing the necessary conditions for TSXV listing including 43-101 Report

  • Project development work at Três Estradas remains ongoing with excellent progress being made

Brazilian fertiliser developer Aguia Resources Limited (ASX: AGR) (“Aguia” or “Company”) is pleased to announce that it has commenced the application process to become a listed issuer on the Toronto Venture Exchange (“TSXV”) in Canada.

While the ASX will remain Aguia’s main listing, by dual listing on the TSXV, the Company would gain access to an expanded investor base as it moves forward to becoming a fertilizer producer. Aguia will be seeking a listing as a Tier 1 Issuer on the TSXV and in future may become eligible for a listing on the Toronto Stock Exchange (“TSX”) once an offtake agreement is in place.

The TSX/TSXV is a robust market with liquidity and access to capital, particularly for the mining sector with participation from over 200 Canadian institutional mining investors and over 500 International institutional mining investors. The TSX/TSXV is the #1 public market for mining companies globally with 1,318 public listings and coverage by almost 300 mining analysts. In 2015, the TSX/TSV accounted for 53% of all equity capital raised in the mining sector, making it the top source of investment for mining companies globally.

To commence trading and receive approval for listing, Aguia plans to file a Listing Statement with the TSXV regulators. The purpose of the Listing Statement will be to provide the TSXV with background information on Aguia including the Company’s history, financial statements, executive management, Board of Directors, mineral assets, technical reports and plans for future development. The Company getting listed on the TSXV will be entirely at the discretion of the TSXV regulators. This process is well advanced as Aguia is close to completing the majority of the listing requirements, including a conversion of Aguia’s existing JORC compliant technical report to the Canadian 43-101 format and preparation of TSXV required documentation disclosure. A copy of the Listing Statement is now being drafted with plans to submit it to the TSXV committee for review later this month.

Aguia Resources Limited ABN 94 128 256 888 Suite 4, Level 9, 341 George Street, Sydney, NSW 2000 Telephone 02 9299 9690 Facsimile 02 9299 9629 www.aguiaresources.com.au

In order to prepare for a TSXV listing, the Company will be holding an Extraordinary General Meeting (“EGM”) on 4 April 2017, as per the Notice of Meeting lodged today with the ASX. At the EGM, Aguia shareholders will be asked to vote on resolutions that will better position the Company for success on the TSXV and provide the Company with flexibility as it advances through to the final Bankable Feasibility Study and required permitting.

In particular, shareholders will be asked to vote on a resolution to consolidate the outstanding shares which will make the Company’s capital structure and share price more appropriate for the TSXV. Aguia currently has 451,828,270 shares on issue which is considered high for a TSXV listed company with less than CAD$70MM market cap. Under the proposed consolidation, every 5 existing shares will be consolidated into 1 share and by the same token the value of each new share will, in theory, be multiplied 5X its pre-consolidation price. The same consolidation will apply to any options outstanding at the time.

Based on guidance from the Canadian regulators, management believes this is a more suitable share structure for the TSXV and will make the shares more appealing to a broader investor base. It should be noted that the ASX trades in AUD$0.001 increments for shares priced below $0.10, while the TSXV trades in CDN$0.005 increments. As such the proposed consolidated starting base for dual trading in Canada and Australia will not only be more suitable for the TSXV in terms of number of share outstanding, it will also be of significant technical importance for smooth trading as both listings will trade in $0.005 increments at the higher consolidated price.

Executive Chairman Paul Pint commented: “We decided to explore the possibility of a TSXV listing after a number of our existing institutional shareholders indicated they would like to have the option of a Canadian listing for their Aguia shares. The TSXV services a North American and Global market that has a long and deep understanding of the Agriculture and Fertilizer industry and equities. The TSXV and TSX have domiciled some of the largest global participants in the space and has established itself as a market leader in the industry.

“Over the course of the last 18 months, we have identified considerable interest from large North American institutional and retail investors that would become accessible to Aguia through a TSXV listing. Our Board feels strongly that by establishing a dual listing on both the ASX and TSXV, Aguia will benefit from full exposure to the two very large and liquid global mining markets.”

Managing Director Justin Reid added: “Within Canada and the United States there is a wellestablished broker presence focused exclusively on the Agriculture Sector with investment, sales, trading and research groups coupled with a deep understanding of Latin American resources. Our senior management team has over 50 years of experience working with these groups and we feel that now is the right time to leverage this experience for the benefit of Aguia’s shareholders. We look forward to updating the market further in short order on the definitive timetable for this dual listing and other operational progress.”

For further information, please contact: Justin Reid, Managing Director

E: [email protected] T: +1 416-216-5446

Catherine Stretch, Chief Commercial Officer

E: [email protected]

T: +1 416-309-2695

Jan-Per Hole, Vice President Corporate Development Australia

E: [email protected]

T: +61 (0) 414 899 732

Follow Aguia on Twitter: @ Aguia_Resources

Released through: Ben Jarvis, Six Degrees Investor Relations: +61 413 150 448

About Aguia:

Aguia Resources Limited, (“Aguia”) is an ASX listed company whose primary focus is on the exploration and development of phosphate projects in Brazil. Aguia has an established and highly experienced in-country team based in Belo Horizonte, Brazil with corporate offices in Sydney, Australia. Aguia’s key projects are located in Rio Grande do Sul, a prime farming area which is 100% dependent on phosphate imports. The Rio Grande phosphate deposits exhibit high quality and low cost production characteristics, and are ideally located with proximity to road, rail, and port infrastructure. Aguia’s experienced management team has a proven track record of advancing high quality mining assets to production in Brazil.