AGUIA RESOURCES LIMITED - Capital/Financing Update 2021

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ACN 128 256 888

SHARE PURCHASE PLAN OFFER

This Offer closes at 5:00 pm (AWST) on Friday, 10 December 2021

This is an important document.

This Offer is made without taking into account the individual investment objectives, financial position, taxation situation or particular needs of each Eligible Shareholder. Accordingly, before making a decision on whether or not to accept the Offer, you should consult with your financial or other professional advisor.

If you have any questions in relation to the Offer, please do not hesitate to contact Aguia Resources limited on +61 419 960 560

This document is not a prospectus or other disclosure document under the Corporations Act.

All $ amounts are Australian dollars unless stated otherwise.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

22 November 2021

Dear Shareholder

Invitation to Participate in Aguia Resources Limited’s Share Purchase Plan

Introduction

Aguia Resources Limited (ACN 128 256 888) ( Aguia or the Company ) invites eligible shareholders to participate in a share purchase plan ( SPP ), to subscribe for ordinary fully paid shares ( Shares ) in the Company on the terms and conditions enclosed with this letter at the issue price of $0.05 per Share ( Issue Price ), to raise a maximum of $500,000.00 ( Offer ).

The Company has primarily been focused on advancing the final permitting for the Três Estradas Phosphate Project so we can advance to the construction phase and moving the Andrade Copper Project to the development phase. Over the past year we have continued to strengthen the foundations of the company through further geological exploration and the advancing and testing of environmentally friendly technologies applied to mining. These initiatives have been complemented by improved governance, more streamlined administrative systems, and financial management processes.

The SPP is being conducted as part of a wider fundraising exercise that includes funds that were raised on 16 November 2021 by way of a placement to certain investors (including sophisticated and professional investors) ( Placement ) of 10,000,000 Shares at a placement price of $0.05 to raise $500,000.00.

The Shares will be offered at the Issue Price, being the same price as the Placement ie $0.05.

Funds raised from the SPP and the Placement will be used to undertake a further exploration drilling program at the Andrade Copper Deposit and selected regional targets and for general working capital purposes.

The SPP will be available to shareholders who were on the Company’s register at 5:00pm (AWST) on Tuesday, 16 November 2021 ( Record Date ) and having a registered address in Australia or New Zealand ( Eligible Shareholders ).

The SPP gives Eligible Shareholders the opportunity to increase their Aguia shareholding without paying brokerage fees or other transaction costs, irrespective of the size of their shareholding. Under the SPP, Eligible Shareholders may purchase blocks of Shares in various increments starting at $500 worth of Shares up to a maximum of $30,000 worth of Shares at the Issue Price.

The SPP closes at 5:00pm (AWST) on Friday, 10 December 2021. If you intend to participate, your application and funds must be received by then. Once an application has been made, it cannot be revoked.

Additional information about the Company, including all ASX announcements, is available at www.aguiaresources.com.au.

Should you wish to discuss any information contained in this letter further, do not hesitate to contact Aguia Resources Limited on +61 419 960 560.

The Board recommends this offer under the SPP and welcomes your ongoing support.

Yours faithfully

Ms Christina McGrath Chair

AGUIA RESOURCES LIMITED

FREQUENTLY ASKED QUESTIONS

1) What is the SPP?

The SPP provides each eligible shareholder with an opportunity to subscribe for new Shares (subject to any scale back at the Board’s absolute discretion), without paying any brokerage fees, commissions, or other transaction costs, at the Issue Price, being the same price as the Placement for a total application price not exceeding $30,000, to raise a maximum of $500,000.00.

Shareholders considering subscribing for Shares under the SPP should be aware of the risk that the market price may change between the date of this Offer and the date that the Shares under the SPP are issued.

Details of the Offer are set out in the Terms and Conditions.

2) Who is an Eligible Shareholder?

The right to participate in the SPP is optional and is only available to shareholders who are registered as holders of fully paid ordinary shares in the Company at 5:00pm (AWST) on the record date of Tuesday, 16 November 2021 ( Record Date ) and whose registered address is in Australia or New Zealand ( Eligible Shareholders ).

The Company will not issue new Shares to an applicant if those shares, either alone or in conjunction with the issue of Shares under other applications received by the Company would contravene any law or the ASX Listing Rules.

3) How much can I invest under the SPP?

Under the SPP, Eligible Shareholders may subscribe for new Shares in parcels starting at $500 worth of Shares (being 10,000 Shares at the Issue Price) up to a maximum of $30,000 worth of Shares (being 600,000 Shares at the Issue Price).

The Company is only offering Shares up to a maximum investment by any Eligible Shareholder of $30,000 even if they receive more than one Offer (whether in respect of a joint holding or because they have more than one holding under a separate account).

The Company has the absolute discretion to scale back applications. Should this happen, the balance of any application monies that are not applied to acquire new Shares under the SPP will be refunded to you, without interest, except where the amount is less than $2, in which instance it will be retained by the Company and donated to charity.

4) Subscription and Application procedure?

Eligible Shareholders may participate by selecting one of the following Offers to subscribe for Shares under the SPP:

Offer	Subscription Price	No. of Shares
Offer A:	$500	10,000
Offer B:	$1,000	20,000
Offer C:	$2,500	50,000
Offer D:	$5,000	100,000
Offer E:	$7,500	150,000
Offer F:	$10,000	200,000
Offer G:	$15,000	300,000
Offer H:	$20,000	400,000
Offer I:	$25,000	500,000
Offer J:	$30,000	600,000

To participate in the Offer, you must pay your subscriptions monies by BPAY[®] or by electronic funds transfer for New Zealand shareholders. It is not possible to participate in the Offer other than by using BPAY[® ] or electronic funds transfer for New Zealand shareholders. Please see the instructions on the Personalised Application Form for further information.

Payment must be received on or before 5:00 pm (AWST) on Friday, 10 December 2021 ( Closing Date ). No late applications will be accepted. Once an application has been made, it cannot be revoked. All valid applications shall be deemed accepted if received before the Closing Date. Please refer to the SPP Terms and Conditions for details on the certification that you will be deemed to provide when you participate in the Offer.

You do not need to return the Personalised Application Form but you will need to make the payment (only by BPAY[®] or by electronic funds transfer for New Zealand shareholders) by 5:00 pm (AWST) on Friday, 10 December 2021 in accordance with the instructions on the Personalised Application Form.

5) What are the key dates?

Record Date (5:00pm AWST)	16 November 2021
Announcement Date	17 November 2021
Lodge Appendix 3B	22 November 2021
Opening Date	22 November 2021
Closing Date	10 December 2021
Announce results of the SPP	13 December 2021
Issue of Shares under the SPP	17 December 2021
Lodge Appendix 2A	17 December 2021
Dispatch date for holding statements	20 December 2021
Quotation of Shares on ASX (anticipated)	20 December 2021

These dates are indicative only. The Company may vary the dates and times of the Offer without notice. Accordingly, Eligible Shareholders are encouraged to submit their applications for Shares under the Offer as early as possible.

6) How will custodians, trustees and nominees be treated under the SPP?

If you are an Eligible Shareholder and hold Shares as a custodian (as defined in ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 (refer below) ( Custodian ) or in any more specific ASIC relief granted to the Company in relation to the SPP), you may apply for up to the maximum number of new Shares for each beneficiary for whom you act as custodian, provided you provide a certificate to the Company in the manner set out in your Personalised Application Form ( Custodian Certificate ).

Please refer to the SPP Terms and Conditions for information on the eligibility for custodian, trustee and nominee shareholders.

7) What is the Issue Price?

The Issue Price is $0.05, being the same price as the Placement for a total application price not exceeding $30,000, to raise a maximum of $500,000.00.

8) What rights will the Shares to be issued under the SPP have?

Shares issued as part of the SPP will rank equally in all respects with existing Shares quoted on the ASX, with the same voting rights, dividend rights and other entitlements from the date of issue.

9) What costs are associated with the SPP?

No brokerage, commissions or other transaction costs are payable by Eligible Shareholders in relation to the application for, and the issue of, Shares under the SPP.

10) Do I have to participate in the SPP?

Participation in the SPP is optional . If you do not wish to participate in the SPP, no action is required on your part. The offer under the SPP is non-renounceable. This means you cannot transfer your right to purchase Shares under the SPP to anyone else.

11) What are the key risks associated with the SPP?

Every investment involves an element of risk and Eligible Shareholders should be aware that there are risks associated with share ownership.

If you apply to participate in the SPP, you should be aware, and accept the risk that the market price of Shares may vary at any time during the offer period and existing Shares may trade at a price that is lower than the Issue Price. As such, it is possible that, up to or after the date you receive new Shares under the SPP, you may be able to buy Shares on the ASX at a lower price than under the SPP. We encourage you to seek your own professional advice regarding your participation in the SPP.

12) What else do I need to consider?

This SPP Offer is not financial advice and has been prepared without taking into account the objectives, financial situation or the needs of individuals. Before making an investment decision, you should consider the appropriateness of the information having regard to your own objectives, financial situation and needs and seek such legal, financial and/or taxation advice as necessary or appropriate. A cooling-off regime does not apply in relation to the acquisition of Shares under the SPP.

By accepting the Offer and applying for subscription of Shares under the SPP, each Eligible Shareholder will be acknowledging that, Shares are a speculative investment and the price of Shares on ASX may change between the date of the Company announcing its intention to make an Offer and the date of issue of Shares under that Offer and that the value of the Shares received under the SPP may rise or fall accordingly.

The Board recommends that you obtain your own financial advice in relation to the Offer and consider price movements of Shares in the Company prior to accepting this Offer.

You are encouraged to read the SPP document carefully and in its entirety before making a decision on whether to participate in the SPP.

13) What do I do if I receive more than one Entitlement and Application Form?

Eligible Shareholders who receive more than one Entitlement and Application Form under the SPP, for example, because they hold Aguia Shares in more than one capacity, may apply on different Entitlement and Application Forms for Shares but may not apply for Shares with an aggregate dollar amount exceeding $30,000.

14) How are refunds paid?

Refunds pursuant to the SPP may be paid under various circumstances. For example if applications are made incorrectly the entire payment may be refunded, or if allocations are scaled back a partial refund may be made. If a refund is made, payment will be made either by direct deposit to a bank account or by cheque, according to your instructions held by the Company’s registry, Link Market Services Limited, at the time the payment is made. You can change your payment instructions by calling Link Market Services Limited on +61 2 8280 7111.

Refunds will be made as soon as practical after the SPP closes.

15) How do I apply?

You can only make a payment under the SPP by BPAY[®] or electronic funds transfer for New Zealand shareholders. To do this, you must use the Reference Number shown on the Personalised Application Form.

You will not be able to withdraw or revoke your application or payment once you have submitted it or made it or change the amount of Shares you have applied for.

All payments and applications must be received no later than the 5:00 pm AWST on Friday, 10 December 2021 .

16) Additional information

The Offer cannot be transferred and the Board reserves the right to reject any application at its sole discretion. Shares allotted under the SPP will be issued as soon as practicable after the Closing Date of the Offer. Application for quotation on ASX of the new Shares will be made immediately following the issue of those Shares.

A maximum of 10,000,000 Shares will be issued pursuant to the Offer. In the event of an oversubscription by the Closing Date, the Directors may, in their absolute discretion, scale-back all applications on any basis they deem fit. The Directors may also elect to accept less than the maximum number of Shares that may be issued to an Eligible Shareholder under the Offer.

If the Company rejects or scales-back an application or purported application, the Company will promptly return to the shareholder the relevant application monies, without interest.

Overseas Jurisdictions

The SPP does not constitute an offer of Shares in any jurisdiction where, or to any person to whom, it would not be lawful to make the Offer. No action has been taken to register or qualify the SPP or the issue of Shares or otherwise to permit an offering of the Shares in any jurisdiction outside Australia and New Zealand.

This document is not for publication or distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the US and the District of Columbia). This document is not an offer of securities for sale into the United States or to, or for the account or benefit of, US Persons. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, US Persons. No public offering of securities is being made in the United States.

It is the responsibility of any shareholder who applies for Shares under this Offer to obtain all necessary approvals for the allotment and issue of the Shares. Payment for Shares under the Offer will be taken by the Company to constitute a representation and warranty by the applicant to the Company that there has been no breach of such laws and that all relevant approvals have been obtained.

New Zealand offer restrictions

The Shares are not being offered or sold to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand and to whom the Offer is being made in reliance on the Financial Markets Conduct Act 2013 (New Zealand) and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 (New Zealand).

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Securities Act 1978 (New Zealand). This document is not an product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

SHARE PURCHASE PLAN – TERMS AND CONDITIONS

Purpose

The purpose of the Share Purchase Plan ( SPP ) is to offer existing shareholders of Aguia Resources Limited ( Aguia or the Company ) the opportunity to acquire additional fully paid ordinary shares in the Company ( Shares ) at the Issue Price up to a maximum of $30,000 (when combined with any Shares issued under any SPP in the 12 months preceding the date of the SPP) without the need to pay brokerage costs and without the need for the Company to issue a prospectus. The SPP Terms and Conditions have been determined by the Board of Directors of the Company

Shareholders eligible to participate

The right to participate in the SPP is optional and is only available to shareholders who are registered as holders of fully paid ordinary shares in the capital of the Company at 5:00pm (AWST) on the Record Date of Tuesday, 16 November 2021 with a registered address is in Australia or New Zealand ( Eligible Shareholders ).

The restrictions on eligibility under the SPP are in place because of the legal limitations on making or extending an offer of securities in some countries, the relatively small number of shareholders in those countries, the number and value of shares for which those shareholders would otherwise be entitled to subscribe and the cost of complying with regulatory requirements in those countries.

Participation in the SPP is optional and is subject to these Terms and Conditions. Offers made under the SPP are non-renounceable (that is, Eligible Shareholders may not transfer their rights to any Shares offered under the SPP).

The maximum amount, which any Eligible Shareholder may apply for under the SPP, is $30,000. The Board may also determine at its discretion, the minimum amount for participation, the multiple of Shares to be offered under the SPP and the period the Offer is available to Eligible Shareholder.

Custodians, trustees and nominees

that you held Shares on behalf of one or more other persons (each a Participating Beneficiary ) at 5:00pm (AWST) on the Record Date and have subsequently been instructed by those Participating Beneficiaries to apply for Shares under the SPP on their behalf;
the number of Participating Beneficiaries and their names and addresses;
the number of Shares that you hold on behalf of each Participating Beneficiary;
the dollar amount of Shares that each Participating Beneficiary has instructed you, either directly or indirectly through another custodian, to apply for on their behalf;
that the application price for Shares applied for under the Offer for each Participating Beneficiary for whom you act in the prior 12 months does not exceed $30,000;
that a copy of the written offer document was given to each Participating Beneficiary; and
where you hold Shares on behalf of a Participating Beneficiary indirectly, through one or more interposed custodians, the name and address of each interposed custodian.

For the purposes of ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 , you are a ‘custodian’ if you are a registered holder that:

holds an Australian financial services licence that allows you to perform custodial or depositary services or operate IDPS accounts;
is exempt from holding an Australian financial services licence with a specific custodian or depository authorisation or by relying on the Australian financial services licence of your master custodian under regulation 7.1.06(k) of the Corporations Regulations 2001 (Cth);
is a trustee of a self-managed superannuation fund;
is a trustee of superannuation master trusts;
is a responsible entity of IDPS-like schemes; or
is noted on the Company’s register of members as holding the shares on account of another person.

If you hold Shares as a trustee or nominee for another person or persons but are not a Custodian as defined above, you cannot participate for beneficiaries in the manner described above. In this case, the rules for multiple single holdings (above) apply.

Custodians should complete and submit a Custodian Certificate when making an application on behalf of Participating Beneficiaries. To receive a Custodian Certificate you should contact the Company’s Share Registry, Link Market Services Limited, by emailing [email protected] during the Offer period. If you would like further information on how to apply, you should contact Aguia Resources Limited on +61 419 960 560.

The Company reserves the right to reject any application for Shares to the extent it considers that the application (whether alone or in conjunction with other applications) does not comply with these requirements. The Company reserves the right to reject applications in accordance with these Terms and Conditions.

Price of Shares

The Issue Price is $0.05 per Share under the Offer.

By accepting the Offer and applying for subscription of Shares under the SPP, each Eligible Shareholder will be acknowledging that Shares are a speculative investment and the price of Shares on ASX may change between the date of the Company announcing its intention to make an Offer and the date of issue of Shares under that Offer and that the value of the Shares received under the SPP may rise or fall accordingly.

Applications, notices and certification

Applications will not be accepted after the Closing Date of the Offer. Oversubscriptions to the Offer may be refunded without interest.

Notices and statements made by the Company to participants may be given in any manner prescribed by its Constitution.

By paying by BPAY[®] or electronic funds transfer for New Zealand shareholders, an applicant:

(a) acknowledges that the application is irrevocable;
(b) acknowledges and warrants they are an Eligible Shareholder; and
(c) certifies that the aggregate of the application price for the following does not exceed $30,000:
(i) the Aguia Shares that are the subject of the application; and
(ii) any other Aguia Shares applied for by the applicant under the SPP (or any similar arrangement in the 12 months prior to the application), whether:
- (A) in the applicant’s own right; or
- (B) jointly with one or more persons; or
- (C) in the applicant’s capacity as a beneficiary (as defined below),

but not including in the applicant’s capacity as a trustee or nominee where it is expressly noted on the Company’s register of members that the shareholding is held on account of another person.

If two or more persons are recorded in the register of members as jointly holding the Shares to which an applicant’s application relates, they are taken to be a single registered holder and these statements are taken to be given by all of them.

If a trustee or nominee is expressly noted on the Company’s register of members as holding the shares to which an application relates on account of another person (the “ beneficiary ”), these statements and confirmations are taken to be given by the beneficiary in respect of him/her/itself (and not the trustee or nominee).

By paying by BPAY[®] or electronic funds transfer for New Zealand shareholders, the applicant confirms that it has read, understood, and agreed to the Terms and Conditions of the SPP.

No Shortfall

The Company will not place any shortfall from the Offer.

Issue of Shares

Shares to be issued under the SPP will be issued as soon as reasonably practicable and no later than 10 business days after the Closing Date.

Shares issued under the SPP will rank equally in all respects with all other fully paid ordinary shares in the Company from the date of issue.

Holding statements or CHESS notification will be issued in respect of all Shares issued under the SPP. The Company will, promptly after the issue of Shares under the SPP, make application for those Shares to be listed for quotation on the Official List of ASX.

Modification and termination of the SPP

The Company may modify or terminate the SPP at any time. The Company will notify ASX of any modification to, or termination of, the SPP. The omission to give notice of any modification to, or termination of, the SPP or the failure of ASX to receive such notice will not invalidate the modification or termination.

Without limiting the above, the Company may issue to any Eligible Shareholder fewer Shares than the Eligible Shareholder applied for under the SPP if the issue of the Shares applied for would contravene any applicable law or the Listing Rules of ASX.

Dispute resolution

The Company may, in any manner it thinks fit, settle any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the SPP, whether generally or in relation to any participant, application or Shares. The Company’s decision in this respect will be conclusive and binding on all shareholders and other persons to whom that determination relates.

The Company reserves the right to waive strict compliance with any provision of these Terms and Conditions. The Company’s powers under these Terms and Conditions may be exercised by the directors of the Company or any delegate of the directors of the Company.

Questions and contact details

If you have any questions regarding the SPP or how to deal with this Offer, please contact your stockbroker or professional adviser or Aguia Resources Limited on +61 419 960 560.