AGUIA RESOURCES LIMITED — Capital/Financing Update 2021

Apr 5, 2021

Proposed issue of securities

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Announcement Summary

Entity name

AGUIA RESOURCES LIMITED

Announcement Type

New announcement

Date of this announcement

Tuesday April 6, 2021

The Proposed issue is:

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A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
n/a	Unlisted options with an exercise price of A$0.18 expiring 31	24,618,221
	March 2023
AGR	ORDINARY FULLY PAID	45,236,444
Proposed +issue date
Thursday April 8, 2021

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

AGUIA RESOURCES LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

ABN

Registration Number

94128256888

1.3 ASX issuer code

AGR

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Tuesday April 6, 2021

1.6 The Proposed issue is:

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A placement or other type of issue

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval Friday May 28, 2021 Estimated

Comments

Shareholder approval required for related party participation in the placement.

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? Yes

Details of +securities proposed to be issued

ASX +security code and description

AGR : ORDINARY FULLY PAID

Number of +securities proposed to be issued

45,236,444

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

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In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.09000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Unlisted options with an exercise price of A$0.18 expiring 31 March 2023 +Security type Options Number of +securities proposed to be issued 24,618,221 Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Issued as part of the placement on a one for every two shares subscribed for and as part payment of placement fees.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

0.010000

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Will all the +securities issued in this class rank equally in all respects from their issue date?
Yes
Options details
+Security currency
AUD - Australian Dollar
Exercise price Expiry date
AUD 0.1800 Friday March 31, 2023
Details of the type of +security that will be issued if the option is exercised
AGR : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised 24,618,221
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities
proposed to be issued or provide the information by separate announcement. Refer to ASX Announcement 6 April 2021.

Part 7C - Timetable

7C.1 Proposed +issue date Thursday April 8, 2021

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

41,818,153

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? Yes

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7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A?

28,036,512

7D.1c ( ii ) Please explain why the entity has chosen to do a placement rather than a +pro rata issue or an offer under a +security purchase plan in which existing ordinary +security holders would have been eligible to participate

A pro rata issue or SPP may not achieve the results of the proposed placement and mitigates any risk associated with a longer time table associated with a pro rate issue or SPP.

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Co-Lead Managers: Kemosabe Capital & Lodge Corporate

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

6% plus GST.

A combined total of up to 1,999,999 unlisted options on the same terms and conditions as those attached to the placement securities.

7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue None

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

Commence construction of the Três Estradas Phosphate Project, working capital.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

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7F.2 Any other information the entity wishes to provide about the proposed issue None

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